RFT Lync SFB

Request for Tenders
Migration from Lync Server 2013 to Skype for Business

Server 2019 and Support Services
RFT for Lync to SfB Migration
Request for Tenders dated 06/08/2020

for the Provision of
Migration from Lync Server 2013 to

Skype for Business Server 2019
and Support Services
Tender Procedure: Open Procedure
Tender Deadline: 16:00 on 03/09/2020
2
Contents
Part 1: Introduction
Part 2: Instructions to Tenderers
Part 3: Selection and Award Criteria
Appendix 1: Requirements and Specifications
Appendix 2: Pricing Schedule
Appendix 3: Tenderers’ Statement
Appendix 4: Declaration as to Personal Circumstances of Tenderer
Appendix 5: Services Contract
Appendix 6: Confidentiality Agreement
Appendix 7: Information & Communication Technology (ICT) Acceptable Use Policy
Appendix 8: Overview of Department’s current IT environment and key projects
Appendix 9: Award Sub-Criteria
3
Part 1: Introduction
1.1 The Minister for Employment Affairs & Social Protection (the “Contracting Authority”) invites
tenders (“Tenders”) to this Request for Tenders (“RFT”) from Economic Operators
(“Tenderers”) for the provision of the Services as described in Appendix 1 to this RFT (the
“Services”).
1.2 In summary, the Services comprise: The Department is seeking tenders from suitably
Experienced and Qualified Microsoft Partners to design and implement a Skype for Business
Server 2019 On-Premise solution, migrate all services currently hosted on the existing Lync
platform to the new Skype of Business platform and provide support for the solution by way of
a drawdown arrangement for support days as required.
1.3 Not Used
1.4 This public procurement competition (the “Competition”) will be conducted in accordance with
the open procedure under the European Union (Award of Public Contracts) Regulations 2016
(Statutory Instrument 284 of 2016) (the “Regulations”). Any contract that may result from this
Competition (the “Services Contract”) will be issued for duration of the engagement to deliver
the full solution and for a period of two (2) years from the date of handover of the solution
(“the Term”), during which the Department can avail of drawdown supports services at the
contracted daily rate.
1.5 The Contracting Authority reserves the right to extend the Term for a period or periods of up
to one (1) year with a maximum of two (2) such extension or extensions on the same terms and
conditions, subject to the Contracting Authority’s obligations at law.
1.6 The Contracting Authority estimates that the expenditure on the Services to be covered by the
proposed Services Contract may amount to some €120,000 (excl. VAT) over the Term and any
possible extensions. Tenderers must understand that this figure is an estimate based on
current and future expected usage.
1.7 Contracting Authority policy seeks to encourage participation on a fair and equal basis by Small
and Medium Enterprises (“SME”s) in this Competition. SME’s that believe the scope of this
Competition is beyond their technical or business capacity are encouraged, subject to
paragraph 2.5, to explore the possibilities of forming relationships with other SMEs or with
larger enterprises. Through such relationships they can participate and contribute to the
successful implementation of any Services Contract that may result from this Competition and
therefore increase their social and economic benefits.
4
Larger enterprises are also encouraged, subject to paragraph 2.5, to consider the practical ways
that SMEs can be included in their proposals to maximise the social and economic benefits of
any Services Contract that may result from this Competition.
5
Part 2: Instructions to Tenderers

2.1 Important Notices
2.1.1 While every effort has been made to provide comprehensive and accurate information in all
notices and documents prepared for the purposes of this Competition, the Contracting
Authority does not accept any liability or provide any express or implied warranty in respect of
any such information. Tenderers must form their own conclusions about the solution needed
to meet the requirements set out in this RFT and may wish to consult their legal advisers.
2.1.2 The Contracting Authority does not bind itself to accept the lowest priced or any Tender.
This RFT does not constitute an offer or commitment to enter into a Services Contract.
No contractual rights in relation to the Contracting Authority will exist unless and until a formal
written Services Contract has been executed by or on behalf of the Contracting Authority.
Any notification of preferred bidder status by the Contracting Authority shall not give rise to
any enforceable rights by the Tenderer.
The Contracting Authority may cancel this Competition at any time prior to a formal written
Services Contract being executed by or on behalf of the Contracting Authority.
The award of a Services Contract does not confer exclusivity on the successful Tenderer.
2.1.3 This RFT supersedes and replaces any and all previous documentation, communications and
correspondence between the Contracting Authority and Tenderers, and Tenderers should
place no reliance on such previous documentation and correspondence.
2.1.4 In this clause 2.1.4, “Data Protection Laws” means all applicable national and EU data
protection laws, regulations and guidelines including but not limited to Regulation (EU)
2016/679 on the protection of natural persons with regard to the processing of personal data
and on the free movement of such data, and repealing Directive 95/46/EC (the “General Data
Protection Regulation”), and any guidelines and codes of practice issued by the Office of the
Data Protection Commissioner or other supervisory authority for data protection in Ireland
from time to time.
The Contracting Authority will be a Data Controller (where Data Controller has the meaning
given under the Data Protection Laws) in respect of any Personal Data (where Personal Data
has the meaning given under the Data Protection Laws) required to be provided by the
Tenderer in response to this RFT.
The Tenderer, as Data Controller in respect of any Personal Data provided by it in its Tender, is
required to confirm in the statement required under paragraph 2.4 below that all Data Subjects
(where Data Subject has the meaning given under the Data Protection Laws) whose Personal
Data is provided by the Tenderer have consented to the processing of such Personal Data by
6
the Tenderer, the Contracting Authority, the Evaluation Team and the supplier of the
etenders.gov.ie website, for the purposes of the participation of the Tenderer in this
Competition or that the Tenderer otherwise has a legal basis for providing such Personal Data
to the Contracting Authority for the purposes of its participation in this Competition .
2.2 Compliant Tenders
2.2.1 If a Tenderer fails to comply in any respect with the requirements of this paragraph 2.2.1,
the Contracting Authority reserves the right to reject the Tenderer’s Tender as non-
compliant or, without prejudice to this right and subject to its obligations at law, to take any
other action it considers appropriate including but not limited to:
• seeking written clarification from the Tenderer;
• seeking further information from the Tenderer;
• waiving a requirement, which in Contracting Authority’s view, is non-material or
procedural.
Tenderers are required:
(a) To complete and submit with their Tender the electronic version of the European Single
Procurement Document (“eESPD”). Tenderers may submit an eESPD which has already
been used in a previous procurement PROVIDED THAT they confirm that:
(i) the information contained in it continues to be correct; and
(ii) that they satisfy the Selection Criteria for this Competition as set out at part 3.2
below.
(b) To submit all documentation which this RFT requires to be submitted with their Tender;
(c) To follow the format of this RFT and respond to each element in the order as set out in
this RFT;
(d) To conform to and comply with all instructions and requirements set out within this
RFT;
(e) To submit the statement required under paragraph 2.4 below; and
(f) Not to alter or edit this RFT in any way.
2.2.2 Without prejudice to the generality of paragraph 2.2.1, failure to comply with paragraph
2.6.1, 2.6.2 or 2.6.3 below will render the Tender non-compliant and it will be rejected.
2.3 Services Contract
2.3.1 Tenderers should note the terms and conditions of the Services Contract at Appendix 5 to this
RFT.
7
2.3.2 Tenderers are required to confirm their acceptance of the terms and conditions of the Services
Contract by signing the Tenderer’s Statement at Appendix 3. Tenderers may not amend the
Services Contract.
2.4 Acceptance of RFT Requirements
Each Tenderer is required to accept the provisions of this RFT. ALL TENDERERS MUST RETURN, with
their Tender, a scanned signed copy of the Tenderer’s Statement, as set out in Appendix 3, printed on
the Tenderer’s letterhead. The Contracting Authority must be able to read the scanned signature of
the Tenderer. If possible, please sign documents using blue ink. If the Contracting Authority cannot
read the scanned signature, Tenderers may be requested to re-submit. Tenderers may not amend the
Tenderer’s Statement.
2.5 Consortia and Prime / Subcontractors
Where a group of undertakings (in whatever form and regardless of the legal relationship between
them) come together to submit a Tender in response to this RFT, the Contracting Authority will deal
with all matters relating to this Competition through a single nominated entity authorised to represent
all members of the group of undertakings. The Tenderer must provide details of all members of the
group of undertakings and their role in the Tender and clearly set out the contact details including
name, title, telephone number, postal address, facsimile number and e-mail address of the nominated
entity authorised to represent the Tenderer and to whom all communications shall be directed and
accepted until this Competition has been completed or terminated. Correspondence from any other
person will NOT be accepted, acknowledged or responded to.
Prior to and as a condition of award of any Services Contract, the successful Tenderer shall be required
to designate a single entity who will carry overall responsibility for the Services Contract (the “Prime
Contractor”), irrespective of whether or not tasks are to be performed by a subcontractor or other
consortium member (the “Subcontractor”).
2.6 Tender Submission Requirements
2.6.1 Tenders must be submitted via the electronic postbox available on www.etenders.gov.ie.
Only Tenders submitted to the electronic postbox will be accepted. Tenders submitted by
any other means (including but not limited to by email, fax, post or hand delivery) will NOT
be accepted.
Tenderers must ensure that they give themselves sufficient time to upload and submit all
required tender documentation before the Tender Deadline (as defined in paragraph
8
2.6.2). Tenderers should take into account the fact that upload speeds vary. There is a
maximum of 4GB for the total (combined) documents sent to the electronic postbox.
In order to submit a document to the electronic postbox, please note that you must click
“Submit Response”. After submitting you can still modify and re-send your response up until
response deadline. Tenderers should be aware that the ‘Submit Response’ button will be
disabled automatically upon the expiration of the response deadline.
2.6.2 Tenders must be received not later than 16:00 on 3rd September 2020 (the “Tender
Deadline”). Tenders that are received late WILL NOT be considered in this Competition.
2.6.3 Tenders must be submitted in English.
2.6.4 Subject to paragraph 2.14 and 2.18, each Tenderer is limited to submitting one Tender in its
own capacity and one Tender as part of a consortium/group of undertakings under this RFT.
2.6.5 All Tenders submitted in soft copy must be compiled such that they can be read immediately
as DocX or PDF. The Contracting Authority is not responsible for corruption in electronic
documents. Tenderers must ensure electronic documents are not corrupt.
2.7 Queries and Clarifications
2.7.1 All queries relating to any aspect of this Competition or of this RFT must be directed to the
messaging facility on www.etenders.gov.ie. Queries will be accepted no later than 12:00 on
20th August 2020, unless otherwise published by the Contracting Authority. For the
avoidance of doubt, Tenderers may not contact the Contracting Authority directly regarding
any aspect of this Competition.
2.7.2 All responses to queries will be issued by the Contracting Authority via the messaging facility
on www.etenders.gov.ie. Where appropriate, queries may be amalgamated. Tenderers
should note that the Contracting Authority will not respond to individual Tenderers privately.
2.7.3 The Contracting Authority reserves the right to issue or seek written clarifications.
2.7.4 The Contracting Authority reserves the right at any time before the Tender Deadline, to
update or amend the information contained in this document and/or to extend the Tender
Deadline. Participating Tenderers will be informed of any such amendment or extension
through the eTenders website.
2.7.5 Tenderers should ensure that they register their interest in this Competition, by clicking on
the “Accept” button on www.etenders.gov.ie, in order to receive all responses to queries and
other updates in relation to this Competition.
9
2.8 Tendering Costs
2.8.1 All costs and expenses incurred by Tenderers relating to their participation in this
Competition including, but not being limited to, site visits, field trials, demonstrations and/or
presentations shall be borne by and are a matter for discharge by the Tenderers exclusively.
2.9 Confidentiality
2.9.1 All documentation, data, statistics, drawings, information, patterns, samples or material
disclosed or furnished by the Contracting Authority to Tenderers during the course of this
Competition:
(a) are furnished for the sole purpose of replying to this RFT only;
(b) may not be used, communicated, reproduced or published for any other purpose
without the prior written permission of the Contracting Authority;
(c) shall be treated as confidential by the Tenderer and by any third parties (including
subcontractors) engaged or consulted by the Tenderer; and
(d) must be returned immediately to the Contracting Authority upon cancellation or
completion of this competition if so requested by the Contracting Authority.
2.10 Pricing
2.10.1 All Tenderers must complete the Pricing Schedule at Appendix 2 to this RFT.
2.10.2 All prices quoted must be all-inclusive (i.e. including but not being limited to shipping,
packaging, delivery, ancillary costs and all other costs/expenses), be expressed in Euro only
and exclusive of VAT. The VAT rate(s) where applicable should be indicated separately.
2.10.3 Tenderers must confirm that all prices quoted in the Tender will remain valid for six (6)
months commencing from the Tender Deadline.
2.10.4 Any currency variations occurring over the term of the Services Contract shall be borne by
the Tenderer.
2.10.5 Payments for Services provided pursuant to this RFT shall be subject to and made in
accordance with the Services Contract at Appendix 5 to this RFT.
2.10.6 The Contracting Authority awards its contracts on the basis of a fixed price. The proposal
must state a total fixed cost for the complete contract, in euro, exclusive of all taxes and
exclusive of VAT. The appropriate VAT rate must be shown separately. Fees quoted in this
tender cannot be increased during the currency of the contract. Similarly, terms and
conditions cannot be altered.
2.10.7 The daily rate for providing post-implementation support for the duration of the agreement
must be set out in Appendix 2 – Pricing Schedule. See 2.10.1 above re Pricing Schedule
10
2.11 Environmental, Social and Labour Law
2.11.1 In the performance of any Services Contract awarded, the successful Tenderers and their
Subcontractors (if any), shall be required to comply with all applicable obligations in the
field of environmental, social and labour law that apply at the place where the services
are provided, that have been established by EU law, national law, collective agreements
or by international, environmental, social and labour law listed in Schedule 7 of the
Regulations.
2.11.2 Tenderers shall be required to include an undertaking to comply fully with the provisions
of Council Directive 2001/23/EC of 12 March 2001 on the approximation of the laws of
the Member States relating to the safeguarding of employees’ rights in the event of
transfers of undertakings, business or parts of undertakings or business and as
implemented in Irish law by Statutory Instrument S.I. No. 131 of 2003, the European
Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003
and to indemnify the Contracting Authority for any claim arising or loss or costs incurred
as a result of its failure or incapacity to fulfil its obligations under the said Directive and
Statutory Instrument.
2.11.3 The Protection of Employees (Temporary Agency Work) Act 2012 (the “2012 Act”)
provides that an Agency Worker (as defined in the 2012 Act) is entitled to the same basic
working and employment conditions as those which apply to employees recruited directly
by the Hirer (as defined in the 2012 Act) to do the same or a similar job. Where the
provision of the Services will involve the provision to the Contracting Authority of Agency
Workers (within the meaning of the 2012 Act), Tenderers should ensure that they
consider their obligations under the 2012 Act when pricing their Tender. The Contracting
Authority shall have no liability for any increase in salaries that may be payable as a result
of the application of the 2012 Act to the provision of the Services.
2.12 Publicity
No publicity regarding this Competition or any Service Contract pursuant to this Competition is
permitted unless and until the Contracting Authority has given its prior written consent to the relevant
communication.
2.13 Registrable Interest
Any Registrable Interest involving any Tenderer or Subcontractor and the Contracting Authority,
members of the Government, members of the Oireachtas, or employees and officers of the
Contracting Authority and their relatives must be fully disclosed in the Tender or, in the event of this
11
information only coming to the notice of the Tenderer or Subcontractor after the submission of a
Tender, must be communicated to the Contracting Authority immediately upon such information
becoming known to the Tenderer or Subcontractor.
The terms “Registrable Interest” and “Relative” shall be interpreted as per Section 2 of the Ethics in
Public Office Acts 1995 and 2001, copies of which are available at www.irishstatutebook.gov.ie. The
Contracting Authority will, in its absolute discretion, decide on the appropriate course of action, which
may in appropriate circumstances include eliminating a Tenderer from this Competition or terminating
any Services Contract entered into by a Tenderer.
2.14 Anti-Competitive Conduct
Tenderers’ attention is drawn to the Competition Act 2002 (as amended, the “2002 Act”). The 2002
Act makes it a criminal offence for Tenderers to collude on prices or terms in a public procurement
competition.
2.15 Industry Terms Used in this RFT
Where reference is made to a particular item, source, process, trademark, or type in this RFT then all
such references are to be given the meaning generally understood in the relevant industry and
operational environment.
2.16 Freedom of Information
2.16.1 Tenderers should be aware that, under the Freedom of Information Act 2014 and the
European Communities (Access to Information on the Environment) Regulations 2007 to
2014, information provided by them during this Competition may be liable to be disclosed.
2.16.2 Tenderers are asked to consider if any of the information supplied by them in their Tender
should not be disclosed because of its confidentiality or commercial sensitivity. If Tenderers
consider that certain information is not to be disclosed because of its confidentiality or
commercial sensitivity, Tenderers must, when providing such information, clearly identify
the specific sections of their Tender containing such information and specify the reasons
for its confidentiality or commercial sensitivity. For the avoidance of doubt Tenderers may
not assert confidentiality or commercial sensitivity over the entire Tender but must clearly
identify the specific section containing such information. If Tenderers do not identify
information as confidential or commercially sensitive, it is liable to be released in response
to a request under the above legislation without further notice to or consultation with the
Tenderer. The Contracting Authority will, where possible, consult with Tenderers about
12
confidential or commercially sensitive information so identified before making its decision

on a request received. The Contracting Authority accepts no liability whatsoever in respect
of any information provided which is subsequently released (irrespective of notification) or
in respect of any consequential damage suffered as a result of such obligations.
2.17 Tax Clearance
2.17.1 It will be a condition of any Services Contract pursuant to this Competition that the successful
Tenderer(s) shall, for the term of such contract(s), comply with all EU and domestic tax laws.
Tenderers are referred to www.revenue.ie for further information. Prior to the award of any
Services Contract arising out of this Competition, the successful Tenderer shall be required
to supply its Tax Clearance Access Number and Tax Reference Number to facilitate online
verification of their tax status by the Contracting Authority. By supplying these numbers the
successful Tenderer acknowledges and agrees that the Contracting Authority has the
permission of the successful Tenderer to verify its tax cleared position online.
2.17.2 Non-resident successful Tenderers who have no tax registration number in this State must
complete a Tax Clearance Certificate (TC1). This form can be downloaded from the Irish
Revenue Commissioners website and should be sent to Non-Residents Tax Clearance Unit,
Collector-General's Office, Sarsfield House, Francis Street, Limerick, V94 R972 (Phone 00 353
61 488 000) or e-mail nonrestaxclearance@revenue.ie.
2.17.3 The successful Tenderer must retain records of tax reference numbers for any subcontractors
where payments exceed €650 (incl. VAT). Tenderers should note that the provisions of
Department of Finance Circular 43/06 apply to any Contract awarded under this RFT and the
Contracting Authority may require the Tax Reference Number for any subcontractor where
payments exceed €2,600 (incl. VAT) in a twelve-month period.
2.18 Conflicts of Interest
Any conflict of interest or potential conflict of interest on the part of a Tenderer, Subcontractor or
individual employee(s) or agent(s) of a Tenderer or Subcontractors(s) must be fully disclosed to the
Contracting Authority as soon as the conflict or potential conflict is or becomes apparent. Tenderers
are required to declarethat the preparation of their Tender was carried out independently. In the event
of any actual or potential conflict of interest, the Contracting Authority may invite Tenderers to
propose means by which the conflict of interest might be removed and in circumstances where there
are links between Tenderers, the Contracting Authority may seek further information to confirm the
Tenders have been prepaired independently. The Contracting Authority will, at its absolute discretion,
decide on the appropriate course of action, which may in appropriate circumstances include
13
eliminating a Tenderer from this Competition or any Mini-Competition or terminating any Framework
Agreement or Services Contract entered into by a Tenderer.
2.19 Withdrawal from this Competition
Tenderers are required to notify the Contracting Authority immediately, via the e-tenders website, if
at any stage they decide to withdraw from this Competition.
2.20 Site Visit
2.20.2 Not Used
2.21 Insurance
2.21.1 The successful Tenderer shall be required to hold for the term of the Services Contract the
following insurances:
Type of Insurance Indemnity Limit
Employer’s Liability €12.7 Million
Public Liability €6.5 Million
Professional Indemnity €6.5 Million
Product Liability including Cyber Security €6.5 Million
2.21.2 By signing the Tenderer’s Statement at Appendix 3, Tenderers confirm that, if awarded a
Services Contract under this Competition, (i) they will, from the Effective Date of the Services
Contract (as defined in the Services Contract), obtain and hold the types and levels of
insurance as specified at paragraph 2.21.1, (ii) the territorial limits and jurisdiction of its
insurance policies include the Republic of Ireland and (iii) they are not aware of any
exclusions, restrictions, conditions or warranties or, in the case of policies with an aggregate
limit of indemnity, any outstanding claims, which could have a material adverse impact on
the level of coverage specified above. A formal confirmation from the Tenderer's insurance
company or broker to this effect will be requested from the successful Tenderer(s) prior to
the award of (and shall be a condition of) any Services Contract.
2.21.3 The successful Tenderer will, during the term of the Services Contract, be required to:
(a) immediately advise the Contracting Authority of any material change to its insured
status;
(b) produce proof of current premiums paid upon request;
(c) produce valid certificates of insurance upon request.
14
2.22 Samples
2.22.1 Not Used

2.23 ICT Acceptable Use Policy
2.23.1 The use of the Contracting Authority's ICT network resources (including all electronic
communication systems and equipment) is a revocable privilege. By using or accessing the
network, the successful Tenderer must comply with the Contracting Authority’s ICT
Acceptable Use Policy and other applicable policies, as well as all relevant applicable laws
and regulations.
2.23.2 The successful Tenderer(s) will be required to comply with and execute the ICT Acceptable
Use Policy set out at Appendix 7.
2.23.3 The successful Tenderer must return the original signed ICT Acceptable Use Policy, as set
out in Appendix 7 (“ICT Acceptable Use Policy”), to the Contracting Authority in accordance
with section 3.6 below. The ICT Acceptable Use Policy must be in the form as set out at
Appendix 7 and Tenderers may not amend the ICT Acceptable Use Policy.
2.24 Interference
Any effort by the Tenderer (or anyone acting on behalf of the Tenderer with or without his/her
knowledge) to influence the Contracting Authority’s personnel in the process of examination,
evaluation and comparison of tenders and recommendations concerning the award of the contract
may result in the rejection of the Tender.
2.25 Licences and Permissions
Tenderers are responsible for identifying, obtaining and maintaining all necessary licences, permits,
permissions, approvals, authorisations, certificates, exemptions, filings, registrations and all other
matters official or otherwise which are required in connection with the financing, undertaking, carrying
out, completing, implementing, supporting and maintaining their Tenders and the exercise of their
rights or the discharge or their obligations under this Services Contract.
2.26 Compliance with Policies
The Successful Tenderer shall comply with all policies and/or guidelines relating to the provision of
the Services, including but not being limited to complying with policies and/or protocols on
employment law, official language, and health and safety regulations as deemed reasonably
necessary, from time to time, by the Contracting Authority and / or person having control over
and/or responsibility for any place(s) including but not being limited to other premises in or from
which the Services are provided.
15
Part 3: Selection and Award Criteria

3.1 Compliant Tenders
3.1 Only those Tenderers who have:-

(a) Submitted compliant Tenders pursuant to paragraph 2.2 above; and
(b) Declared by way of eESPD that either:
(i) no mandatory grounds for exclusion of the Tenderer pursuant to Regulation 57
of the Regulations apply to them, or
(ii) in circumstances where any mandatory exclusion grounds apply to the Tenderer
(and where the Tenderer is not precluded from doing so under Regulation 57(17)
of the Regulations), that it can provide evidence to the effect that measures
taken by it are sufficient to demonstrate its reliability despite the existence of
any such relevant exclusion ground, and
(c) Declared by way of eESPD that they satisfy the selection criteria for this Competition as set
out in part 3.2 below (the “Selection Criteria”), will be evaluated in accordance with the
Award Criteria at part 3.3 below.
However, please note that the Contracting Authority also reserves the right to exclude from
evaluation a Tenderer to whom a discretionary ground for exclusion pursuant to Regulation
57 of the Regulations applies.
Tenderers should note that where a Tenderer is relying on the capacity of other entities (for
example, Subcontractors) for the purposes of fulfilling any of the Selection Criteria in part
3.2 below it must ensure the each such entity:
(i) completes and submits a separate eESPD in respect of each such entity; and
(ii) when requested by the Contracting Authority, submit proof, to the satisfaction
of the Contracting Authority, that each such entity will place the necessary
resources at the disposal of the Tenderer.
Where a Tenderer (Prime Contractor) intends to subcontract any share of any Services
Contract to a Subcontractor, but is not relying on the capacity of such Subcontractor for the
purposes of fulfilling any of the Selection Criteria in part 3.2 below, it must ensure that each
such Subcontractor submits a separate ESPD in respect of such Subcontractor completing
those sections of the eESPD which are specified in section 2.D of the eESPD for this
Competition.
The Contracting Authority may decide to examine Tenders before verifying the absence of
exclusion grounds in Regulation 57 of the Regulations (the “Exclusion Grounds”) and the
fulfilment of the Selection Criteria.
16
However, notwithstanding anything to the contrary in this part 3.1, the Contracting
Authority reserves the right to ask Tenderers at any moment during the Competition to
submit any or all of the following for the purposes of verification of the status of the Tenderer
(including the Prime Contractor and any Subcontractor):
(i) a Declaration in the form attached at Appendix 4;
(ii) evidence to the effect that measures taken by the entity concerned are sufficient
to demonstrate its reliability despite the existence of a relevant Exclusion
Ground; and
(iii) in the case of the Prime Contractor and any Subcontractor on whose capacity
the Prime Contractor relies, all or any of the supporting documents specified at
paragraph 3.2 below.
If a Tenderer does not, upon request by the Contracting Authority, provide evidence which
is considered by the Contracting Authority as sufficient to demonstrate (i) its fulfilment of
the Selection Criteria (or any one of them) in accordance with this RFT and (ii) the absence
of Exclusion Grounds, or its reliability despite the existence of a relevant Exclusion Ground,
it shall be excluded from further participation in this Competition.
If a Tenderer does not, upon request by the Contracting Authority, provide evidence which
is considered by the Contracting Authority as sufficient to demonstrate (i) the fulfilment by
any Subcontractor on whose capacity the Prime Contractor relies of the Selection Criteria (or
any one of them) in accordance with this RFT and (ii) the absence of Exclusion Grounds in
respect of any Subcontractor, or the reliability of any Subcontractor despite the existence of
a relevant Exclusion Ground, it shall be excluded from further participation in this
Competition unless it replaces the Subcontractor with one which meets all relevant
requirements of this RFT.
3.2 Selection Criteria
Tenderers will either pass OR fail each of the Selection Criteria in this part 3.2. A Tenderer who fails a
selection criterion will be excluded from participating in this Competition.
17
3.2.A Economic and Financial Standing

Tenderers must declare by way of eESPD that they satisfy the financial and economic standing
requirement(s) set out below and that they are able, upon request and without delay, to
provide the supporting documentation specified below to the Contracting Authority in each
case.
3.2.A.1 The minimum turnover for selection is €250,000 per annum for each of the three
most recent financial years, (or where the date of establishment is more recent
for each year the Tenderer has been established.
3.2.A.2 Tenderers must complete the table below in relation to turnover, and by means
of a letter or statement from a professional auditor, must provide evidence that
such turnover is true and correct OR the successful Tenderer will be required to
furnish evidence of turnover levels by means of a letter or statement from an
auditor, prior to (and shall be a condition of) award of contract. By explanation,
Y is the most recent completed financial year of the Tenderer; Y-1 is the previous
year, etc.
€ Millions Year 1 Year 2 Year 3
Turnover
3.2.A.3 Tenderers should note that if they are relying on the capacity of other entities
must submit when requested by the Contracting Authority an undertaking, duly
evidenced, from those entities that they will place the necessary financial
resources at the disposal of the Tenderer.
3.2.A.4 In the case of a consortium as referred to in section 2.5, this information is
required in respect of all of the members of the consortium and must be provided
by the Prime Contractor in a composite format.
Tenderers must provide the supporting documentation specified above without delay when
requested by the Contracting Authority. However, where the Tenderer is unable, for a valid
reason, to provide the specified documentation, the Tenderer must inform the Contracting
Authority of the valid reason why the documentation cannot be supplied and, if the
Contracting Authority considers the reason given to be valid, provide such other suitable
alternative documentation to prove, to the satisfaction of the Contracting Authority, their
economic and financial capacity.
18
3.2.B Technical and Professional Ability

Tenderers must declare by way of eESPD that they satisfy the technical and professional
requirement(s) set out below and must provide the supporting documentation specified
below to the Contracting Authority in each case.
3.2.B.1 Tenderers must provide details of a minimum of two (2) contracts of a similar
nature to the Services required in Appendix 1 undertaken in the last three (3)
years, which demonstrates relevant expertise and experience. For each such
contract Tenderers must provide supporting documentation attesting to the
successful delivery of a minimum of the contracts to include:
• The nature and scope of the contract
• The (approximate) value of the contract
• A named Client reference (stating their position within the Client
organisation and their telephone number) with whom the provided
information can be verified.
Note: a similar contract means a contract of similar scope and nature to the
Services sought under this RFT.
3.2.B.2 Tenders should note that economic operators replying on the capacity of other
entities must submit with their tender an undertaking, duly evidenced, from
those entities that they will place the necessary resourcs at the disposal of the
Tenderer.
3.3 Award Criteria
3.3.1 The Services Contract will be awarded on the basis of the most economically advantageous
tender(s) as identified in accordance with the following criteria:
Award Criteria Mark or %
1. Overall Cost 50%
2. Quality of the tender. Referring to the requirements at Appendix 1 40%
the areas that will be assessed and marked are:
• Solution Design and Delivery
• Project Management
• Personnel
• Handover Arrangements
• Skills and Knowledge Transfer
• Quality Assurance
19
• Risk Management
3. Post Implementation Support. Referring to the requirements at 10%
Appendix 1 the areas that will be assessed and marked are:
• Warranty
• Support and Maintenance.
3.3.2 Subject to paragraphs 2.1 (Important Notices) and 3.5 (Standstill Period) of this RFT, award of
the Services Contract to the highest ranked Tenderer (as determined by paragraph 3.3.1) will
be conditional upon:
(a) the Tenderer submitting the following evidence in respect of the Tenderer (including
the Prime Contractor and any Subcontractors, as applicable in accordance with
paragraph 3.1 above) to the extent not already provided, within seven (7) days of
request by the Contracting Authority: (i) a Declaration in the form attached at
Appendix 4; (ii) if applicable, evidence to the effect that measures taken by the entity
concerned are sufficient to demonstrate its reliability despite the existence of a
relevant Exclusion Ground; (iii) all or any of the supporting documents specified at
paragraph 3.2; and
(b) the evidence specified at paragraph 3.3.2(a) above demonstrating that each entity
concerned meets the Selection Criteria and the compliance requirements specified at
paragraph 3.1 above.
3.3.3 Not Used
3.3.4 Not Used
3.4 Presentation of Proposals
Tenderers may be required to make a presentation of the proposal contained in their Tender. The
Contracting Authority will not be responsible for the cost of such presentations (in accordance with
paragraph 2.8). Performance at presentations will NOT be evaluated.
3.5. Standstill Period
3.5.1 In circumstances where the European Communities (Public Authorities' Contracts) (Review
Procedures) Regulations 2010 (Statutory Instrument 130 of 2010), as amended by the
European Communities (Public Authorities’ Contracts) (Review Procedures) (Amendment)
Regulations 2015 (Statutory Instrument 192 of 2015) apply, no contract can or will be
executed or take effect until at least fourteen (14) calendar days after the day on which the
20
Tenderers have been sent a notice informing them of the result of this Competition (the
“Standstill Period”) if such notice is sent by electronic means. The Standstill Period shall be
sixteen (16) calendar days if such notice is sent by other means. The preferred bidder will be
notified of the decision of the Contracting Authority and of the expiry date of the Standstill
Period.
3.5.2 Tenderers should note that the Contracting Authority may, when notifying Tenderers of the
results of this Competition, include the scores obtained by the Tenderer concerned and the
scores obtained by the preferred bidder in respect of each award criterion assessed by the
Contracting Authority.
21
3.6 Return of Signed Contracts
3.6.1 The successful Tenderer must sign and return the Services Contract, the ICT Acceptable Use
Policy and the Confidentiality Agreement, in duplicate to the Contracting Authority no later
than seven (7) calendar days from the date of expiry of the Standstill Period unless notified
otherwise in writing by the Contracting Authority. A signed Services Contract returned by the
successful Tenderer is not binding on the Contracting Authority until the Contracting
Authority has signed the Services Contract in accordance with paragraph 2.1.2 above.
3.6.2 Where the signed Services Contract, the ICT Acceptable Use Policy and the Confidentiality
Agreement have not been received by the Contracting Authority within the period as
specified at clause 3.6.1 then the Contracting Authority may proceed to award the Services
Contract to the next highest-ranked Tenderer in accordance with paragraph 3.6.1 above.
3.7 Payments
3.7.1 Payments to the successful Tenderer for work delivered under the Service Contract
awarded pursuant to this RFT will be made on the satisfactory completion of key
deliverables in accordance with an agreed schedule of work. The successful Tenderer shall
agree and subsequently comply with acceptance criteria and procedures for the delivery
of the required Services. These acceptance criteria will be specified, agreed and delivered
as part of the Services Contract. All payments will be made on foot of certified invoice(s)
to be furnished to the Contracting Authority by the Tenderer in respect of services provided
during the lifetime of the Services Contract.
3.7.2 All payments are subject to the Prompt Payment of Accounts Act 1997 as amended or
revised and the European Communities (Late Payment in Commercial Transactions)
Regulations 2002 as amended or revised. Tenderers will be obliged to comply with the
provisions of the Act when employing any subcontractor in the provision of any Services
relating to this RFT.
3.7.3 The Contracting Authority intends to schedule payments around the submission of invoices
in respect of services satisfactorily provided, such invoices to be paid monthly in arrears.
3.7.4 The Contracting Authority reserves the right to withhold payment where a Tenderer has
failed to meet contractual obligations in relation to the delivery of services to an acceptable
level of quality.
22
Appendix 1: Requirements and Specifications

Tenderers must address each of the issues and requirements in this part of the RFT and submit a
detailed description in each case which demonstrates how these issues and requirements will be
dealt with / met and their approach to the proposed delivery of the Services. A mere affirmative
statement by the Tenderer that it can / will do so or a reiteration of the tender requirements is NOT
sufficient in this regard.
Background:
The Department of Employment Affairs and Social Protection makes extensive use of Microsoft Lync
Server 2013 to meet the requirements of its day-to-day business. This present solution fulfils Voice,
Instant Messaging, Presence, Conferencing and Collaboration requirements for approximately 10,000
users and enterprise voice services for approximately 300 users.
The current Lync Server 2013 environment is provisioned via Edge Servers running on Windows 2012
R2 64-bit on a Hyper-V platform and a suite of Front-End and Back-End Servers running on Windows
2012 R2 (64-Bit) on a VMware platform in a geographically split, highly availabe and highly resilient
configuration across the Department’s two data centres. The environment is integrated via Avaya
Session Border Controllers with the Department’s primary telephony environment provisioned on the
Avaya Aura Suite of Communications Products.
Image: Reference topology replicated in both data centres.
23
Specification:
The Department is seeking tenders from suitably Experienced and Qualified Microsoft Partners to
design and implement a Skype for Business Server 2019 On-Premise solution and undertake the
migration from the current Lync Server 2013 environment, while maintaining interoperability with
Microsoft Exchange and the Department’s Avaya Aura voice solutions. The Lync Server 2013
environment will then be fully retired.
The solution will run on Windows Server 2019 virtualised servers residing on VMWare hosts,
geographically split in a highly available and highly resilient configuration across the Department’s two
data centres. The Department is responsible for the supply of hardware and licence requirements and
costs associated with this.
Context for the Future
While the Department is a user of Lync Server and intends to upgrade that environment to Skype for
Business Server the Department commissioned Microsoft to undertake a preliminary readiness
assessment for an implementation of Microsoft Teams. An evolution to Microsoft Teams is likely to
form part of the Department’s communications strategy into the future and any first implementation
is likely to constitute a hybrid cloud / on-premise solution which SfB on-premise is likely to be part of.
However, the details of this remain to be further explored. As part of the report from this readiness
assessment Microsoft have made certain recommendations in relation to implementation of the SfB
infrastructure. These recommendations in relation to SfB can be shared with prospective tenderers
upon request to the Department. Such tenderers must fulfil the requirement stated at Section 12. The
Department has no issue with such prespective tenderers discussing these recommendations in
relation to SfB with Microsoft in helping to shape their proposals.
Requirements:
1. Solution Design and Delivery

1. Tenderers must provide a proposal as to how they intend to manage and deliver the project.
This must detail clearly the issues involved, outline the methodology to be applied, identify
the various stages of the project and the timescale involved, taking account of the
requirements set out in this RFT.
24
2. Tenders must contain an outline of the strategy and plan showing the approach to be taken
which demonstrates the Tenderer’s understanding of the scope and complexity of the project,
the scale of effort required, their ability to meet the project objectives, including indicators of
success.
3. Tenderers must explain how their proposed solution addresses the requirements identified.
Tenders must include sufficient information to permit the Contracting Authority to evaluate
the Tenderer’s understanding of the requirements and their competency to deliver on these.
4. Tenders must include the provisioning of a test environment in their proposed
solution. While not a full replica of the production environment, the solution must be
capable of facilitating the testing of features and functionality, and the test
deployment of patches and updates. Hardware and software will be provisioned by
the Department.
5. The solution should incorporate potential and convenient future migration to hybrid or full
cloud platforms, while all work carried out should be in accordance with best practice protocol
and adhering to all security frameworks and regulatory governance.
2. Contract Management
1. The Tenderer must designate a Contract Manager who will have responsibility for all
deliverables under the contract. The assignment of the Contract Manager will be cost-neutral
to the Contracting Authority from a contract management perspective.
2. The Tenderer’s Contract Manager will liaise with the Contracting Authority’s designated
Contract Manager and will provide updates to the Contracting Authority on a regular basis.
3. Project Management
1. The Tenderer must designate a Project Manager who will have responsibility for all work
carried out and for ensuring the quality and timeliness of all deliverables.
2. Tenderers must include in the tender a timetable showing the proposed timelines for
completion of tasks and identifying key milestones.
3. The Tenderer must include a detailed Project Plan showing the deliverables to be produced
during the project, timescales for their delivery and the resources.
4. Tenderers should identify in their timelines all dependencies on availability of hardware and
software to be provided by the Department and the points in the plan where such
infrastructure is to be available to the project.
5. The project management methodology proposed and procedures for monitoring and
controlling the project must also be described.
25
6. The Tenderer is required to provide weekly reports on progress against the project plan to the
Contracting Authority’s Project Manager/Project Board.
7. The Tenderer is obliged to complete all work and submit it to the Contracting Authority along
with such reports/exercises as may be required according to a schedule as shall be laid down
by the Contracting Authority in consultation with the successful Tenderer.
4. Personnel
1. Tenderers must name and provide evidence of the calibre of the key personnel who will be
assigned to the project. This evidence must include details of relevant professional
qualification and experience including dates and duration of the individual’s assignments.
2. Tenderers must guarantee, by means of a written statement, that should the need arise, any
additional or replacement personnel that may need to be assigned during the course of the
project, will be at least of equal expertise and experience and that any such replacement will
be agreed in advance with the Contracting Authority, in writing.
5. Handover Arrangements
Tenderers are required to specify the arrangements for securing the Contracting Authority’s
technical/functional acceptance of their work at appropriate stages and for the hand over of the
final solution. The final hand over must include a complete set of as-built documentation including
drawings, schedules and test results, details on the setup and configuration of all items in the
solution and step by step instructions on the main functions of the solution.
6. Skills and Knowledge Transfer

It is the policy of the Contracting Authority to develop and sustain in-house expertise, insofar as it
is practicable and economically advantageous to do so, in order to further its primary business
aims of serving its customers in the most effective and efficient manner. The successful Tenderer
will, where appropriate, be expected to pass on technical skills and knowledge to the Contracting
Authority’s staff. Tenderers must identify how they will facilitate the skills and knowledge transfer
to designated Contracting Authority staff.
7. Quality Assurance
The successful Tenderer will be required to manage and operate strict quality assurance controls
and procedures for all deliverables throughout the contract. Quality assurance must include
26
procedures for review of deliverables to ensure consistency with the development approach taken
to date. Tenderers must set out their approach to meeting this requirement.
8. Risk Management
The successful Tenderer will be required to propose a risk management strategy which ensures
that any risks associated with the delivery of the work under the contract are identified and
managed. Tenderers must set out their approach to meeting this requirement.
9. Warranty
All work carried out by the successful Tenderer will be subject to a twelve (12) month warranty
period from handover. Tenderers must specify response and escalation procedures during the
warranty period.
10. Support and Maintenance

1. The Contracting Authority seeks to provide an uninterrupted service to its customers and
expects the successful Tenderer to support this objective. The successful Tenderer will be
required to provide post implementation technical support by way of a contracted drawdown
agreement. Tenderers must provide a per diem rate for a suitable qualified and experienced
technical resource, or pool of reources, who will be available to support the Department.
2. The support contract will cover, but is not limited to, the following:
• assistance in the event of problems arising during the daily operation of the system;
• support the resolution of defects;
• support the implementation of modifications and/or enhancements.
Issues covered by the support contract are exclusive of those issues covered by the
warranty agreement. The classification of a problem as a warranty or support issue
will be agreed between the nominated representative of the successful Tenderer and
the Contracting Authority’s Project Manager/Project Board. The finer details of the
warranty will be agreed as part of the contract with the successful Tenderer.
3. Response times to support requests will be determined by the priority assigned to the request
by the Department’s Service Manager based on the following SLA:
P.1 Critical Business Impact - Service not functioning 1 day
P.2 Major Business Impact - Partial loss of service 2 days
P.3 Minor Business Impact - Service performance issue 4 days
P.4 No Business Impact - Product or Service support 7 days
27
11. Multi Service Provider Environment

The successful Tenderer will be required to work with Contracting Authority staff and with other
service providers who are engaged in supporting and implementing functionality.
12. Microsoft Partnership

The successful Tenderer must be a current Microsoft Partner Network member and provide
confirmation of their partnership level.
28
Appendix 2: Pricing Schedule
1. Total Fixed Price Breakdown
Cost Breakdown Amount in Euro exclusive of VAT

Total Fixed Price
(Amount necessary to carry out all of the work)
Per Diem rate
Drawdown Support
Discounts , if applicable
Other costs, taxes or duties (specify)
2. The Contracting Authority awards its contracts on the basis of a fixed price. The Tender must state
a total fixed price for to deliver a fully functional solution in Euro exclusive of all taxes and exclusive
of VAT together with the daily rate applicable drawdown support services. The appropriate VAT
rate must be shown separately. This is the figure that will be evaluated at Award Criterion 1 set
out at 3.3 and Appendix 9.
3. While the Contracting Authority always expects that rates submitted by Tenderers are
competitive, potential Tenderers should be particularly mindful of this in the current economic
climate.
4. The fixed price required must include the following:

• Total fixed price for the services required in this Request for Tender. Tenderers should
note that the total fixed price must be that amount which is necessary to carry out all the
work required. This price must include all administrative costs including but not limited to
costs of all labour, secretarial services, overheads, insurances, liaison with all relevant
individuals and authorities and all subcontractors fees. Where costs for travelling and
subsistence cannot be avoided, such costs must be reasonable and adequately vouched.
They should not exceed the rates applicable in the Civil Service;
• Any discounts to which the Contracting Authority would be entitled, including public
sector discounts and any other discounts;
• Any other costs, taxes or duties, which may be incurred.
29
5. Tenderers should note that:

• Details of all costs associated with the proposed solution must be contained in a single
section of the Tender;
• All costs must be quoted in EURO.
• Indicative costs for the development, testing and production environments.
Note: The Contracting Authority may independently source through a separate open procurement
exercise any standard hardware, software (including licensing costs), and network requirements
needed for this project. Tenderers must provide as generic a specification as possible in these
areas and provide costs for procurement, installation and ongoing maintenance.
In either event the price must be equal to or lower than the price originally contracted for.
6. Give details of any other costs, taxes or duties, which may be incurred.
30
Appendix 3: Tenderers’ Statement

[Tenderers shall complete and return the following form of Tenderers’ Statement printed on the
Tenderers’ headed notepaper and signed by the Tenderer.]
TENDERERS’ STATEMENT
TO: The Minister for Employment Affairs and Social Protection
RE: Request for Tenders for the Supply of Migration from Lync Server 2013 to Skype For Business
Having examined your Request for Tenders (the “RFT”) including the Instructions to Tenderers, the
Selection and Award Criteria, the Requirements and Specifications, and the Terms and Conditions of
the Services Contract, we hereby agree and declare the following:
1. We understand the nature and extent of the Services required to be delivered as described
in Requirements and Specifications at Appendix 1 to the RFT.
2. We accept all of the Terms and Conditions of the RFT, the Services Contract, the ICT
Acceptable Use Policy and the Confidentiality Agreement and agree, if awarded a Services
Contract, to execute the Services Contract at Appendix 5 to the RFT, the Confidentiality
Agreement at Appendix 6 to the RFT and the Acceptable Use Policy at Appendix 7 to the
RFT.
3. We accept all the Selection and Award Criteria as set out in Part 3 of the RFT.
4. We agree to supply the Contracting Authority with the Services in accordance with the RFT
and our Tender.
5. We agree that, if awarded any Services Contract we shall, in the performance of such
contract, comply with all applicable obligations in the field of environmental, social and
labour law.
6. We confirm that we have complied with all requirements as set out at Part 2 of the RFT.
7. We confirm that all prices quoted in our Tender will remain valid for the period of time,
commencing from the Tender Deadline, specified at paragraph 2.10.3 of the RFT.
8. We shall, if awarded any Services Contract under the RFT, have in place on the Effective
Date of the Services Contract all insurances (if any) as required by paragraph 2.21.1 of the
RFT.
9. We confirm that all Data Subjects whose Personal Data is provided in our Tender have
consented to the processing of such Personal Data by us, the Contracting Authority, the
Evaluation Team and the supplier of the etenders.gov.ie website, for the purposes of our
participation in this Competition or that we otherwise have a legal basis for providing such
Personal Data to the Contracting Authority for the purposes of our participation in this
Competition and that we will provide evidence of such consent and / or legal basis to the
Contracting Authority upon request.
SIGNED (Authorised Signatory) Company
Print name Address
Date
31
Appendix 4: Declaration as to Personal Circumstances of Tenderer

Re: Request for Tenders for the Provision of Migration from Lync Server 2013 to Skype For Business
NAME: [Click here and insert name]

ADDRESS: [Click here and insert address]
I, [Click here and insert name of Declarant], having been duly authorised by [Click here and insert name
of entity] sincerely declare that [Click here and insert name of entity] itself or any person who has is a
member of the administrative, management or supervisory body of [Click here and insert name of
entity] or has powers of representation, decision or control in [Click here and insert name of entity]:
(a) Has never been the subject of a conviction for participation in a criminal organisation, as
defined in Article 2 of Council Framework Decision 2008/841/JHA.
(b) Has never been the subject of a conviction for corruption, as defined in Article 3 of the
Convention on the fight against corruption involving officials of the European Communities
or officials of Member States of the European Union and Article 2(1) of Council Framework
Decision 2003/568/JHA as well as corruption as defined in the national law of the Contracting
Authority or [Click here and insert name of entity].
(c) Has never been the subject of a conviction for fraud within the meaning of Article 1 of the
Convention on the protection of the European Communities’ financial interests.
(d) Has never been the subject of a conviction for terrorist offences or offences linked to terrorist
activities, as defined in Articles 1 and 3 of Council Framework Decision 2002/475/JHA
respectively, or for inciting or aiding or abetting or attempting to commit an offence, as
referred to in Article 4 of that Framework Decision.
(e) Has never been the subject of a conviction for money laundering or terrorist financing, as
defined in Article 1 of Directive 2005/60/EC of the European Parliament and of the Council.
(f) Has never been the subject of a conviction for child labour and other forms of trafficking in
human beings as defined in Article 2 of Directive 2011/36/EU of the European Parliament and
of the Council.
(g) Is not in breach of its obligations relating to the payment of taxes or social security
contributions.
(h) Has, in the performance of all public contracts, complied with applicable obligations in the
field of environmental, social and labour law that apply at the place where the works are
carried out or the services provided, that have been established by EU law, national law,
collective agreements or by international, environmental, social and labour law listed in
Schedule 7 of the European Union (Award of Public Authority Contracts) Regulations 2016
(Statutory Instrument 284 of 2016).
(i) Is not bankrupt or the subject of insolvency or winding-up proceedings, its assets are not
being administered by a liquidator or by the court, it is not in an arrangement with creditors,
its business activities are not suspended nor is it in any analogous situation arising from a
similar procedure under national laws and regulations.
(j) Is not guilty of grave professional misconduct.
(k) Has not entered into agreements with other economic operators aimed at distorting
competition.
(l) Is not aware of any conflict of interest due to its participation in the Competition;
(m) “Not Used”.
(n) “Not Used”.
(o) Has not shown significant or persistent deficiencies in the performance of a substantive
requirement under a prior public contract, a prior contract with a contracting entity, or a prior
concession contract, which led to early termination of that prior contract, damages or other
comparable sanctions.
32
(p) Is not guilty of serious misrepresentation in supplying the information required for the
verification of the absence of grounds for exclusion or the fulfilment of the Selection Criteria
for this Competition and did not withhold such information and did not fail or is not able to
submit supporting documents in respect of this Competition as required under Regulation 59
of the European Union (Award of Public Authority Contracts) Regulations 2016 (Statutory
Instrument 284 of 2016).
(q) Has not undertaken to unduly influence the decision-making process of the Contracting
Authority in respect of the Competition, or obtain confidential information that may confer
upon it undue advantages in respect of the Competition; or negligently provided misleading
information that may have a material influence on decisions concerning exclusion, selection
or award.
I understand and acknowledge that the provision of inaccurate or misleading information in this
declaration may lead to my business/firm/company/partnership being excluded from participation in
this or future tenders, and I make this solemn declaration conscientiously believing the same to be
true and by virtue of the Statutory Declarations Act, 1938. This declaration is made for the benefit of
the Contracting Authority.
________________________________ ________________________________________
Signature of Declarant Name of Declarant in print or block capitals
Declared before me by ___________________________________ who is personally known to me
(or who is identified to me by ______________________________who is personally known to me)
at ______________________________________________________________________________
this ___________ day of _______________ 20__
________________________________
Signed (Practising Solicitor / Commissioner for Oaths)
33
Appendix 5: Services Contract
The Minister for Employment Affairs and Social Protection
and
[Insert successful Tenderer’s full legal name - to be completed on signing.]
AGREEMENT
Relating to the Supply of ICT Services pursuant to
Request for Tenders for the supply of [Insert types of services sought]
34
THIS AGREEMENT is made on the [date e.g. 2nd] day of [month] 20[year] BETWEEN:
The Minister for Employment Affairs & Social Protection, whose principal place of business is at
Áras Mhic Dhiarmada, Store Street, Dublin 1 (“the Client”);
and
[Contractor's full legal name], of [Address:] (“the Contractor”)
(each a “Party” and together “the Parties”).
WHEREAS:
A. By Request for Tender entitled “[Title of RFT]”advertised in the supplement to the Official
Journal of the European Union, OJEU Notice Number __________ of ____________and
dated[insert date of RFT] (“the RFT”), the Contracting Authority invited tenders from economic
operators (“Tenderers”) for the provision of the Services described in Appendix 1 to the RFT
(the “Services”). References to the RFT shall include any clarifications issued by the Contracting
Authority via the messaging facility on www.etenders.gov.ie between [insert date] and [insert
date] (the “RFT Clarifications”). The RFT (including the RFT Clarifications) is hereby
incorporated by reference into this Agreement.
B. The Contractor submitted a response to the RFT dated [insert date of tender] (“the
Submission”). References to the Submission shall include any clarifications issued by the
Contractor in writing to the Contracting Authority between [insert date] and [insert date] (the
“Submission Clarifications”). The Submission (including the Submission Clarifications) is hereby
incorporated by reference into this Agreement.
IT IS HEREBY AGREED AS FOLLOWS:
1. This Agreement consists of the following documents, and in the case of conflict of wording,
in the following order of priority:
i. This Agreement and Schedules A to E attached hereto;
ii. The RFT; and
iii. The Submission.
2. The Contractor agrees to provide the Services described in Schedule B (“the Services”) to the
Client in accordance with this Agreement (“Agreement”). Schedule B details the nature,
quality, time of delivery, key personnel and functional specifications of the Services in
accordance with the RFT and the Submission (“the Specification”).
3. Subject to the terms and conditions of this Agreement, the Client agrees to pay to the
Contractor the charges as stipulated in Schedule C (“the Charges”). The Charges are
exclusive of VAT which shall be due at the rate applicable on the date of the VAT invoice.
35
4. For the purposes of this Agreement, the Client’s Contact is [insert contact name] of [insert
contact address]; the Contractor’s Contact is [Contractor contact name] of [Contractor
contact address].
5. This Agreement shall take effect on the date of this Agreement (“the Effective Date”) and
shall expire on Insert date, unless it is otherwise terminated in accordance with the
provisions of this Agreement or otherwise lawfully terminated or otherwise lawfully
extended as agreed between the Parties (“the Term”).
Delete if not applicable:
The Client reserves the right to extend the Term for a period or periods of up to [Insert
Number] months with a maximum of [Insert Number] such extensions permitted subject to
its obligations at law.
6. Unless otherwise specified herein, a defined term used in this Agreement shall have the
same meaning as assigned to it in the RFT.
7. Headings are included for ease of reference only and shall not affect the construction of this
Agreement.
8. Unless the context requires otherwise, words in the singular may include the plural and vice
versa.
References to any statute, enactment, order, regulation or other legislative instrument shall
9. be construed as a reference to the statute, enactment, order, regulation or instrument as
amended, unless specifically indicated otherwise.
10. In the event that any ambiguity or question of intent or interpretation arises in relation to
this Agreement, this Agreement shall be construed as if drafted jointly by the Parties and no
presumption or burden of proof shall arise favouring or disfavouring any Party by virtue of
the authorship of any of the provisions of this Agreement.
SIGNED for and on behalf of the Client SIGNED for and on behalf of the Contractor
__________________________ ____________________________
(being a duly authorised officer)
Witness Witness
36
Schedule A: Terms and Conditions

1. Contractor’s Obligations
A. The Contractor undertakes to act with due care, skill and diligence in the provision of the
Services and generally in the carrying out of its obligations under this Agreement and in the
appointment, monitoring and retention of its agents and Subcontractors. The Contractor
shall require its agents and Subcontractors to exercise due care, skill and diligence in the
provision of the Services and generally in the carrying out of obligations allocated by the
Contractor to its agents and Subcontractors under this Agreement.
B. In consideration of the payment of the Charges and subject to clause 3 the Contractor shall:
1. provide the Services in accordance with the Specification, the RFT, the Client’s
directions and the terms of this Agreement;
2. comply with and implement any policies, guidelines and/or any project governance
protocols issued by the Client from time to time and notified to the Contractor in
writing;
3. comply with all local security and health and safety arrangements as notified to it
by the Client; and
4. provide the Services in accordance with good industry practice and comply with all
applicable laws including but not limited to all obligations in the field of
environmental, social and labour law that apply at the place where the Services are
provided, that have been established by EU law, national law, collective agreements
and by international, environmental, social and labour law listed in Schedule 7 of
the European Union (Award of Public Authority Contracts) Regulations 2016
(Statutory Instrument 284 of 2016) (the “Regulations”) . The Contractor shall be
responsible for compliance with all statutory requirements of an employer and
without prejudice to the generality of the foregoing shall be solely responsible in
law for the employment, remuneration, taxes, immigration and work permits of all
personnel retained for the purposes of complying with this Agreement.
C. The Contractor is deemed to be the prime contractor under this Agreement and the
Contractor assumes full responsibility for the discharge of all obligations under this
Agreement and shall assume all the duties, responsibilities and obligations associated with
the position of prime contractor. The Contractor as prime contractor under the Submission
hereby assumes liability for its Subcontractors and shall ensure that its Subcontractors shall
comply in all respects with the relevant terms of this Agreement, including but not limited
to clause 1B(4) above, to the extent that it or they are retained by the Contractor. Subject
37
to clause 14, the Contractor shall notify the Client as soon as possible of any changes to the
name, contact details and legal representatives of its Subcontractors.
D. Without prejudice to clause 1C, where the Client becomes aware that any of the exclusion
grounds set out in Regulation 57 of the Regulations apply to any Subcontractor, the Client
reserves the right to require the Contractor to immediately replace such Subcontractor and
the Contractor shall comply with such requirement. The Contractor shall include in every
sub-contract a right for the Contractor to terminate the sub-contract where any of the
exclusion grounds apply to the Subcontractor and a requirement that the Subcontractor, in
turn, includes a provision having the same effect in any sub-contract which it awards.
E. During this Agreement the Contractor shall be an independent contractor and not the
employee of the Client. Neither Party shall have any authority to bind or commit the other.
Nothing herein shall be deemed or construed to create a joint venture, partnership, and/or
fiduciary or other relationship between the Parties for any purpose. The officers, employees
or agents of the Contractor are not and shall not hold themselves out to be (and shall not
be held out by the Contractor as being) servants or agents of the Client for any purposes
whatsoever.
F. The Client acknowledges that the Contractor may from time to time be dependent on the
Client to facilitate the Contractor in the carrying out of its duties under this Agreement. The
Client agrees to use its reasonable endeavours to so facilitate the Contractor within the
timescales and in the manner agreed by it in writing in accordance with clause 10.
G. The Contractor agrees that any information relating to this Agreement and / or the
performance of this Agreement may be passed by the Client to the Office of Government
Procurement (“OGP”) and that the OGP may use this information in the analysis and
reporting of spend data including the preparation and publishing of reports.
H. The Contractor shall comply with all applicable obligations arising pursuant to the European
Communities (Protection of Employees’ Rights on Transfer of Undertakings) Regulations
2003 (S.I. No. 131 of 2003) and Council Directive 2001/23/EC (together the “TUPE
Regulations”) and failure to so comply shall constitute a serious breach of this Agreement.
The Contractor shall indemnify, save harmless and keep the Client indemnified from and
against all liabilities (including the cost of wages, salaries and other remuneration or
benefits, expenses, taxation, PRSI payments, health contributions, levies, losses, claims,
demands, actions, fines, penalties, awards, (including legal expenses on an indemnity
basis)) from, or incurred by reason of, any claims made against the Client under the TUPE
Regulations by any Affected Employees. Affected Employees shall mean those employees
38
in respect of whom the TUPE Regulations may be deemed to apply in connection with this
Agreement.
I. Delete and replace with “Not Used” if not applicable:
Unless otherwise agreed in writing, the Services shall be performed during the Contracting
Authority’s normal business hours (09.00 to 17.30, Monday to Friday excluding public and
bank holidays in Ireland).
2. Key Personnel
The Contractor undertakes and acknowledges that it is responsible for ensuring that all key personnel
as specified in the Submission (“Key Personnel”), assigned by it to provide the Services shall be
available for the Term of this Agreement. The Contractor acknowledges that the Key Personnel are
essential to the proper provision of the Services to the Client. In the event that any of the Key Personnel
assigned by the Contractor to provide the Services under this Agreement becomes unable to provide
the Services for whatever reason then, the Contractor acknowledges and undertakes that it shall
immediately notify the Client in writing of the inability of any Key Personnel and replace that person
with a person of equivalent experience and expertise (“Replacement Personnel”). The Contractor shall
provide to the Client such details as the Client may reasonably require in writing regarding any
Replacement Personnel. The Client shall have absolute discretion as to the suitability of any proposed
Replacement Personnel.
3. Payment
A. Subject to the provisions of this clause 3 the Client shall pay and discharge the Charges (plus
any applicable VAT), in the manner specified at Schedule C. Invoicing arrangements shall be
on such terms as may be agreed between the Parties.
B. Discharge of the Charges is subject to:
1. Compliance by the Contractor with the provisions of this Agreement including but not
limited to any milestones, compliance schedules and/or operational protocols in place
pursuant to clause 10A from time to time;
2. The furnishing by the Contractor of a valid invoice and such supporting
documentation as may be required by the Client from time to time. Any Contractor
pre-printed terms and conditions are hereby disallowed;
3. Invoices being submitted to the Client’s Contact (as set out in this Agreement or such
other alternative contact as may be agreed between the Parties). All and any queries
relating to the invoice and/or the Services for any billing period (including whether or
not Services have been accepted, rejected, satisfactorily re-performed or as the case
may be) must be raised by the Client’s Contact within 14 calendar days of receipt of
invoice. In circumstances where no queries are raised within the said 14 day period
39
the invoice shall be deemed accepted. Upon resolution of any queries on the invoice
to the satisfaction of the Client or upon such deemed acceptance the invoice shall be
payable by the Client. Payment is subject to any rights reserved by the Client under
any other provision of this Agreement; and
4. The Client being in possession of the Contractor’s current Tax Clearance Certificate.
The Contractor shall comply with all EU and domestic taxation law and requirements.
C. The European Communities (Late Payment in Commercial Transactions) Regulations, 2012
shall apply to all payments. Incorrect invoices will be returned for correction with
consequential effects on the due date of payment.
D. Wherever under this Agreement any sum of money is recoverable from or payable by the
Contractor (including any sum which the Contractor is liable to pay to the Client in respect of
any breach of this Agreement), the Parties may agree to deduct that sum from any sum then
due, or which at any later time may become due to the Contractor under the Agreement or
under any other agreement or contract with the Client. Any overpayment by either Party,
whether of the Charges or of VAT or otherwise, shall be a sum of money recoverable by the
Party who made the overpayment from the Party in receipt of the overpayment.
E. The Charges shall include any and all costs or expenses incurred by the Contractor, its
employees, servants and agents in the performance of its obligations under this Agreement.
F. The Charges shall be discharged as provided for in this clause subject to the retention by the
Client in accordance with section 523 of the Taxes Consolidation Act, 1997 of any Professional
Services Withholding Tax payable to the Contractor. Any and all taxes applicable to the
provision of the Services will be the sole responsibility of the Contractor and the Contractor
so acknowledges and confirms.
4. Warranties, Representations and Undertakings
A. The Contractor acknowledges, warrants, represents and undertakes that:

1. it has the authority and right under law to enter into, and to carry out its obligations
and responsibilities under this Agreement and to supply the Services hereunder;
2. it is entering into this Agreement with a full understanding of its material terms and
risks and is capable of assuming those risks;
3. it is entering into this Agreement with a full understanding of its obligations with regard
to taxation, employment, social and environmental protection and is capable of
assuming and fulfilling those obligations;
4. it has acquainted itself with and shall comply with all legal requirements or such other
laws, recommendations, guidance or practices as may affect the provision of Services
(to include manufacture and distribution process) as they apply to the Contractor;
40
5. it has taken all and any action necessary to ensure that it has the power to execute and
enter into this Agreement;
6. the status of the Contractor, as declared in the “Declaration as to Personal
Circumstances of Tenderer” dated [insert date] , which confirms that none of
the excluding circumstances listed in Regulation 57 of the Regulations apply to
the Contractor, remains unchanged;
7. it owns, has obtained or is able to obtain, valid licences for all Intellectual
Property Rights (as defined in clause 6 below) that are necessary for the
performance of its obligations under this Agreement and for the Client to obtain
the benefit of the Services for its business purposes;
8. Delete and replace with “Not Used” if not applicable:
it has inspected the Client’s premises, lands and facilities before submitting its
Submission and has made appropriate enquiries so as to be satisfied in relation to all
matters connected with the performance of its obligations under this Agreement;
9. it retains and shall maintain for the Term insurances for the nature and amount
specified in the RFT. The Contractor undertakes to advise the Client forthwith of
any material change to its insured status, to produce proof of current premiums
paid upon written request and where required produce valid certificates of
insurance for inspection. The Contractor shall carry out all directions of the
Client with regard to compliance with this clause 4A.9; and
10. the Client shall be under no obligation to purchase any minimum number or value of
Services.
B. The Contractor undertakes to notify the Client forthwith of any material change to the status
of the Contractor with regard to the warranties, acknowledgements, representations and
undertakings as set out in clause 4A and to comply with all reasonable directions of the Client
with regard thereto which may include termination of this Agreement.
5. Remedies
Prior to publication please ensure to insert amounts/figures where applicable.

When finished, delete these instructions.
A. The Contractor shall be liable for and shall indemnify the Client for and in respect of all and
any losses, claims, demands, damages or expenses which the Client may suffer due to and
arising directly as a result of the negligence, act or omission, breach of contract, breach of
duty, insolvency, recklessness, bad faith, wilful default or fraud of the Contractor, its
41
employees, Subcontractors or agents or any of them or as a result of the Contractor’s failure

to exercise skill, care and diligence as outlined in clause 1. The terms of this clause 5A shall
survive termination of this Agreement for any reason.
B. Save in respect of fraud (including fraudulent misrepresentation), personal injury or death
or in respect of the Contractor’s indemnity under clause 6(G), neither Party will be liable for
any indirect losses (including loss of profit, loss of revenue, loss of goodwill, indirectly arising
damages, costs and expenses) of any kind whatsoever and howsoever arising even if such
Party has been advised of their possibility.
C. Should the Client find itself obliged to order elsewhere in consequence of the failure of the
Contractor to deliver Services, the Client shall be entitled to recover from the Contractor
any excess prices which may be paid by the Client.
D. Except as otherwise expressly provided by this Agreement, all remedies available to either
Party for breach of this Agreement are cumulative and may be exercised concurrently or
separately, and the exercise of any one remedy shall not be deemed an election of such
remedy to the exclusion of other remedies.
E. Delete and replace with “Not Used” if not applicable:
Save in respect of fraud, personal injury or death or in respect of the Contractor’s indemnity
under clause 6(G) (for which no limit applies), the limit of the Contractor’s aggregate liability
to the Client under this Agreement whatsoever and howsoever arising shall not under any
circumstances exceed [insert amount – eg: [number] per cent of the Charges paid or
projected to be paid (whichever is higher) under this Agreement] regardless of the number
of claims.
F. If for any reason the Client is dissatisfied with the performance of the Contractor, a sum
may be withheld from any payment otherwise due calculated as follows:
[insert] (“the Retention Amount”) which Retention Amount shall not at any given time
exceed [number] per cent of the Charges. In such event the Client shall identify the
particular Services with which it is dissatisfied together with the reasons for such
dissatisfaction. Payment of the Retention Amount will be made upon replacement and/or
remedy of the said Services as identified by the Client or resolution of outstanding queries.
The Client shall hold the Retention Amount on behalf of the Contractor but without any
obligation to invest. The terms of this clause 5F shall be without prejudice to and not be in
substitution for any remedy of the Client under this Agreement
G. You must select one or the other of either G or H. Delete and replace with “Not Used” if not
applicable:
42
Time of delivery shall be of the essence and if the Contractor fails to deliver the Services
within the time period promised or specified in the Specification, the Client may by notice
in writing to the Contractor’s Contact release itself from any obligation to accept and pay
for the Services and / or terminate this Agreement in either case without prejudice to any
other rights and remedies of the Client.
43
H. You must select one or the other of either G or H. Delete and replace with “Not Used” if not
applicable:
Without prejudice to any general right to damages under this Agreement where the
Contractor does not provide the Services within delivery dates or lead times in accordance
with this Agreement, the Client may, at his discretion, deduct [insert number] per
week/day, or part thereof, for each week/day of late delivery of the value of the entire
relevant invoice or order as liquidated damages up to a maximum amount of [insert
number] (the “Liquidated Damages Threshold”).
Where the Liquidated Damages Threshold is met or exceeded (being that delivery continues
not to be performed after the Liquidated Damages Threshold is met), the Client shall be
entitled to:
1. claim any remedy available to it (whether under this Agreement or otherwise) for
loss or damage incurred or suffered by it after the end of the Liquidated Damages
Period; and
2. without prejudice to sub-clause (1), the Client shall be entitled to terminate the
Agreement with immediate effect by giving notice in writing to the Contractor
6. Intellectual Property
44
A. Intellectual Property Rights (“IPR”) means all patents and patent rights, trademarks and
trademark rights, trade names and trade name rights, service marks and service mark rights,
service names and service name rights, brand names, copyrights and copyright rights, trade
dress, business and product names, logos, slogans, trade secrets, industrial models, utility
models, design models, designs, rights in confidential information, know-how, rights in the
nature of unfair competition rights and rights to sue for passing off, and all pending
applications for and registrations of patents, trademarks, service marks, and copyrights
together with all connected and similar or analogous rights in any country or jurisdiction for
the full term thereof.
B. Pre-existing IPR means all IPR existing prior to the date of this Agreement and all IPR in any
materials, acquired or developed by or for Contractor or Client independently of this
Agreement, and any IPR in Contractor’s standard hardware and software products or
modifications or updates to such products.
C. All IPR title and interest in all reports, data manuals and/or other materials (other than
software) (including without limitation all and any audio or audio visual recordings,
transcripts, books, papers, records, notes, illustrations, photographs, diagrams) produced
for the purposes of this Agreement (collectively “the Materials”) (or any part or parts
thereof) shall vest in the Client and the Contractor so acknowledges and confirms. For the
avoidance of doubt the Contractor hereby assigns all Intellectual Property Rights, title and
interest in the Materials (including by way of present assignment of future copyright) to the
extent that any such Intellectual Property Rights title or interest may be deemed by law to
reside in it in the Materials to the Client absolutely.
D. The Client grants to the Contractor a royalty-free non-exclusive licence to use the Client’s
Pre-existing IPR for the Term to the extent necessary to enable the Contractor to fulfil its
obligations under this Agreement. Save as expressly set out in this clause 6 all Pre-Existing
IPR shall remain the sole property of the party who owned, acquired or developed such
intellectual property.
E. The Contractor shall waive or procure a waiver of any moral rights subsisting in copyright
produced under or in performance of this Agreement.
45
F. Nothing in this Agreement shall prohibit or be deemed to prohibit the Contractor from
providing services similar to the Services to any party other than the Parties hereto. In no
event shall the Contractor be precluded from independently developing for itself, or for
others, materials which are competitive with, or similar to, the Services and to use its
general knowledge, skills and experience, and any ideas, concepts, know-how, formats,
templates, methodologies and techniques that are acquired or used in the course of
providing the Services.
G. The Contractor shall ensure that all and any necessary consents and/or licences for any
software, instrument, modality or methodology are obtained and in place before use for
the purposes of this Agreement (to include but not be limited to ensuring that the Client
shall be vested with all necessary rights so as to enable the Client to enjoy the benefit of
the Services for its business purposes). The Contractor hereby indemnifies the Client and
shall keep and hold the Client harmless from and in respect of all and any losses(whether
direct, indeirector consequential) liability, damages, claims, costs or expenses which arise
by reason of any breach of third party Intellectual Property Rights in so far as any such rights
are used for the purposes of this Agreement.
At the request of the Client for and in respect of any such breach, the Contractor shall at its
expense and option:
(i) procure the necessary rights for the Client to continue use;
(ii) replace the relevant deliverable with a non-infringing equivalent;
(iii) replace the relevant deliverable to make it non-infringing while giving equivalent
performance; or
(iv) if the Contractor cannot obtain the remedies in (i), (ii) or (iii) above, it may direct
the return of the deliverable and refund to the Client Charges paid for such
deliverable less a reasonable amount for the Client’s use of the deliverable up to
the time of return, provided such reasonable amount is due to the owner of the said
deliverable, TOGETHER with all losses (whether direct, indirect or consequential)
thereby accruing to the Client as a result of the breach.
H. Upon the termination of this Agreement for whatever reason, the Contractor shall
immediately deliver up to the Client all the Materials prepared up to the date of
termination. The provisions of this clause 6 will survive the expiration or termination of this
Agreement for any reason.
7. Confidentiality
A. Each of the Parties to this Agreement agrees to hold confidential all information,
documentation and other material received, provided or obtained arising from their
46
participation in this Agreement (“Confidential Information”) and shall not disclose same to
any third party except to:-
1. its professional advisers subject to the provisions of this clause 7; or
2. as may be required by law; or
3. as may be necessary to give effect to the terms of this Agreement subject to the
provisions of this clause 7; or
4. in the case of the Client by request of any person or body or authority whose request
the Client or persons associated with the Client (including but not limited to the
Legislature and/or the Executive and/or the Civil Service) considers it necessary or
appropriate to so comply.
B. The Contractor undertakes to comply with all reasonable directions of the Client with regard
to the use and application of all and any of its Confidential Information and shall comply with
the confidentiality agreement as exhibited at Appendix 6 to the RFT (“the Confidentiality
Agreement”).
The obligations in this clause 7 will not apply to any Confidential Information:
1. in the receiving Party’s possession (with full right to disclose) before receiving it from
the other Party; or
2. which is or becomes public knowledge other than by breach of this clause; or
3. is independently developed by the disclosing Party without access to or use of the
Confidential Information; or
4. is lawfully received by the disclosing Party from a third party (with full right to disclose).
C. The Contractor acknowledges that the security of the State and its information is of
paramount importance to the Client. Accordingly the Contractor confirms that it will, if
requested by the Client, from time to time, submit full personal details (including those of
Subcontractors) who are assigned to provide the Services (or any part thereof) under this
Agreement. The Contractor further acknowledges that checks may be carried out in relation
to all such personnel by police authorities and the Contractor shall comply with all reasonable
directions of the Client arising therefrom.
D. In circumstances where the Client is subject to the provisions of the Freedom of Information
Act 2014 or the European Communities (Access to Information on the Environment)
Regulations 2007 to 2014, then in the event of the Client receiving a request for information
related to this Agreement, the Client shall consult with the Contractor in respect of the
request. The Contractor shall identify any information that is not to be disclosed on grounds
47
of confidentiality or commercial sensitivity, and shall state the reasons for this sensitivity. The
Client will consult the Contractor about this confidential or commercially sensitive
information before making a decision on any request received under the above legislation.
The Contracting Authority accepts no liability whatsoever in respect of any information
provided which is subsequently released (irrespective of notification) or in respect of any
consequential damage suffered as a result of such obligations.
E. The terms of this clause 7 shall survive expiry, completion or termination for whatever reason
of this Agreement.
8. Force Majeure
A. A ‘Force Majeure Event’ means an event or circumstance or combination of events and/or

circumstances not within the reasonable control of the Affected Party (as defined in clause
8B below) which has the effect of delaying or preventing that Party from complying with its
obligations under this Agreement including but not limited to acts of God, war, out-break of
disease, insurrection, riot, civil disturbance, rebellion, acts of terrorism, government
regulations, embargoes, explosions, fires, floods, tempests, or failures of supply of electrical
power, or public telecommunications equipment or lines, excluding industrial action of
whatever nature or cause (strikes, lockouts and similar) occurring at the Contractor (or
Subcontractor or agent) places of business.
B. In the event of any failure, interruption or delay in the performance of either Party’s
obligations (or of any of them) resulting from any Force Majeure Event, that Party (“the
Affected Party”) shall promptly notify the other Party in writing specifying:
1. the nature of the Force Majeure Event;
2. the anticipated delay in the performance of obligations;
3. the action proposed to minimise the impact of the Force Majeure Event;
and the Affected Party shall not be liable or have any responsibility of any kind for any loss or
damage thereby incurred or suffered by the other Party; provided always that the Affected
Party shall use all reasonable efforts to minimise the effects of the same and shall resume the
performance of its obligations as soon as reasonably possible after the removal of the cause.
C. If the Force Majeure Event continues for [insert number] calendar days either Party may
terminate at 14 days notice.
D. In circumstances where the Contractor is the Affected Party, the Client shall be relieved from
any obligation to make payments under this Agreement save to the extent that payments are
properly due and payable for obligations actually fulfilled by the Contractor in accordance
with the terms and conditions of this Agreement.
9. Termination
48
A. This Agreement may be terminated by the Client, without liability for compensation or
damages, by serving [insert period of time months] written notice to the Contractor. This
Agreement may be terminated by the Contractor, without liability for compensation or
damages, by serving [insert period of time months] written notice to the Client.
B. Either Party shall have the right (in addition to its rights under clause 9(a) and any other rights
which it has at law) to terminate this Agreement immediately and without liability for
compensation or damages on the happening of any of the following:
1. if the other Party commits any serious breach or a series of breaches of any provision
of this Agreement and fails to remedy such breach(es) (if the breach(es) are capable of
remedy) within 30 days after receipt of a request in writing from the other Party;
2. if the other Party becomes insolvent, becomes bankrupt, enters into examinership, is
wound up, commences winding up, has a receiving order made against it, makes any
arrangement with its creditors generally or takes or suffers any similar action as a result
of debt, or an event having an equivalent effect.
3. in circumstances where the Client becomes aware of any conflict of interest on the part
of the Contractor which cannot, in the opinion of the Client, be removed by other
means; and
4. in circumstances where the Client becomes aware of any registrable interest on the
part of the Contractor.
C. The Client shall have the right, in addition to any other rights which it has at law, to terminate
this Agreement immediately and without liability for compensation or damages in
circumstances where the Client becomes aware that any of the exclusion grounds set out in
Regulation 57 of the Regulations apply to the Contractor.
D. Termination of this Agreement shall not affect any antecedent and accrued rights, obligations
or liabilities of either Party, nor shall it affect any provision of this Agreement which is
expressly or by implication intended to come into or continue in force on or after such
termination.
E. If requested by the Client, the Contractor shall promptly furnish such anonymised
information relating to the terms and conditions of the employment of all persons providing
the Services as may be required by the Client (“Employment Information”). The Contractor
agrees that the Client may release the Employment Information to third parties for the
purposes of any procurement competition for the provision of the Services upon expiry of
the Term or earlier termination of this Agreement for whatever cause.
49
10. Contract Management
A. The Client’s Contact and the Contractor’s Contact shall liaise on a regular basis to address any
issues arising which may impact on the performance of this Agreement and to agree
milestones, compliance schedules and operational protocols as required by the Client from
time to time. If requested in writing by the Client the Contractor shall meet formally with the
Client to report on progress and shall comply with all written directions of the Client.
B. The Contractor agrees to:

1. liaise with and keep the Client’s Contact fully informed of any matter which might affect
the observance and performance of the Contractor’s obligations under the Agreement;
2. maintain such records and comply with such reporting arrangements and protocols
required by the Client from time to time;
3. comply with all reasonable directions of the Client; and
4. comply with the service levels and performance indicators set out in Schedule D.
C. The Client or its authorised representative may inspect the Contractor’s premises, lands and
facilities (or such part or parts thereof relating solely to this Agreement) with due access to
relevant personnel and records upon reasonable notice in writing to ensure compliance with
the terms of this Agreement. The Contractor shall comply with all reasonable directions of
the Client thereby arising. The cost of inspection shall be borne by the Client.
D. The Contractor shall be required to hold for the Term insurances of the nature and amount
as set out in the RFT and shall immediately advise the Client of any material change to its
insured status. The Contractor shall produce proof of current premiums paid upon request
and where required produce valid certificates of insurance for inspection. The Contractor
shall carry out all directions of the Client with regard to compliance with this clause 10D.
11. Disputes
A. In the event of any dispute arising out of or relating to this Agreement (the “Dispute”), the
Parties shall first seek settlement of the Dispute as set out below.
B. The Dispute shall be referred as soon as practicable to [insert Contractor contact] within
the Contractor and to [insert Client contact] within the Client respectively.
C If the Dispute has not been resolved within fifteen (15) Business Days (or such longer period
as may be agreed in writing by the Parties) of being referred to the nominated
representatives, then either Party may refer the Dispute to an independent mediator, the
identity of whom shall be agreed in advance by the Parties.
50
D If the Parties are unable to agree on a mediator or if the mediator agreed upon is unable or
unwilling to act, either Party may within twenty-one (21) days from the date of the proposal
to appoint a Mediator or within twenty-one (21) days of notice to either Party that the
mediator is unable to act, apply to CEDR Ireland to appoint a mediator.
E Any submissions made to and discussions involving the mediator, of whatever nature, shall
be treated in strict confidence and without prejudice to the rights and/or liabilities of the
Parties in any legal proceedings and, for the avoidance of doubt, are agreed to be without
prejudice and legally privileged. The Parties shall make written submissions to the mediator
within ten (10) Business Days of his/her appointment.
F The Parties shall share equally the cost of the mediator. The costs of all experts and any
other third parties who, at the request of any Party, shall have been instructed in the
mediation, shall be for the sole account of, and shall be discharged by that Party.
G For the avoidance of doubt, the obligations of the Parties under this Agreement shall not
cease, or be suspended or delayed by the reference of a dispute to mediation. The
Contractor shall comply fully with the requirements of the Agreement at all times.
12. Governing Law, Choice of Jurisdiction and Execution
A. This Agreement shall in all aspects be governed by and construed in accordance with the laws
of Ireland and the Parties hereby agree that the courts of Ireland have exclusive jurisdiction
to hear and determine any disputes arising out of or in connection with this Agreement.
B. This Agreement shall be executed in duplicate and each copy of the Agreement shall be
signed by all the Parties hereto. Each of the Parties to this Agreement confirms that this
Agreement is executed by their duly authorised officers.
13. Notices
A. Any notice or other written communication to be given under this Agreement shall either be
delivered personally or sent by registered post or email. The Parties will from time to time
agree primary and alternative contact persons and details for the purposes of this clause 13.
B. All notices shall be deemed to have been served as follows:
1. if personally delivered, at the time of delivery;
51
2. if posted by registered post at the expiration of 48 hours after the envelope containing
the same was delivered into the custody of the postal authorities (and not returned
undelivered); and
3. if communicated by email, on the next calendar day following transmission.
14. Assignment and Subcontract
A. Subject to a Party’s obligations at law, any assignment to a third party or other transfer of a
Party’s rights or obligations under this Agreement (the “Assignment”) requires the prior
written consent of the other Party. Prior to any such Assignment, the assignee will be obliged
to sign an undertaking to comply with all obligations under this Agreement. Any attempted
Assignment not complied with in the manner prescribed herein shall be null and void.
B. Subject to a Party’s obligations at law, any sub-contract of a Party’s rights or obligations under
this Agreement requires the prior written consent of the other Party, such consent not to be
unreasonably withheld or delayed. Any attempted subcontract not complied with in the
manner prescribed herein shall be null and void.
15. Entire Agreement
This Agreement constitutes the entire agreement and understanding of the Parties, and any and all
other previous agreements, arrangements and understandings (whether written or oral) between the
Parties with regard to the subject matter of this Agreement (save where fraudulently made) are hereby
excluded.
16. Severability
If any term or provision herein is found to be illegal or unenforceable for any reason, then such term
or provision shall be deemed severed and all other terms and provisions shall remain in full force and
effect.
17. Waiver
No failure or delay by either Party to exercise any right, power or remedy shall operate as a waiver of
it, nor shall any partial exercise preclude further exercise of same or some other right, power or
remedy.
18. Non-exclusivity
Nothing in this Agreement shall preclude the Client from purchasing Services (or Services) from a third
party at any time during the currency of the Agreement.
19. Media
No media releases, public announcements or public disclosures relating to this Agreement or its
subject matter, including but not limited to promotional or marketing material, shall be made by the
Contractor without the prior written consent of the Client.
52
20. Conflicts, Registrable Interests and Corrupt Gifts
A. The Contractor confirms that it has carried out a conflicts of interest check and is satisfied
that neither it nor any Subcontractor nor agent as the case may be has any conflicts in relation
to the Services and its obligations undertaken under this Agreement. The Contractor hereby
undertakes to notify the Client immediately should any conflict or potential conflict of
interest come to its attention during the currency of this Agreement and to comply with the
Client’s directions in respect thereof. In the event of such notification, the Client shall have
the right (in addition to any other rights which it has at law) to terminate this Agreement
immediately and without liability for compensation or damages.
B. Any registrable interest involving the Contractor (and any Subcontractor or agent as the case
may be) and the Client, the Ceann Comhairle (Speaker), or any member of the Government,
or any member of the Oireachtas, or their relatives must be fully disclosed to the Client
immediately upon such information becoming known to the Contractor (Subcontractor or
agent as the case may be) and the Contractor shall comply with the Client’s directions in
respect thereof, to the satisfaction of the Client. In the event of such disclosure, the Client
shall have the right (in addition to any other rights which it has at law) to terminate this
Agreement immediately and without liability for compensation or damages. The terms
“registrable interest” and “relative” shall be interpreted as per section 2 of the Ethics in Public
Office Act, 1995 (as amended) a copy of which is available on request.
C. The Contractor shall not offer or agree to give any public servant or civil servant any gift or
consideration or commission of any kind as an inducement or reward for doing or forbearing
to do or for having done or forborne to do any action in relation to the obtaining or execution
of this or any other public contract. Any breach of this clause 20C or the commission of any
offence by the Contractor, any Subcontractor, agent or employee under the Criminal Justice
(Corruption Offences) Acts 2018 shall entitle the Client to terminate this Agreement
immediately and without liability for compensation or damages and to recover the amount
of any loss resulting from such cancellation, including but not limited to recovery from the
Contractor of the amount or value of any such gift, consideration or commission.
21. Access to Premises
A. Any of the Client’s premises made available from time to time to the Contractor by the
Client in connection with this Agreement, shall be made available to the Contractor on a
non-exclusive licence basis and shall be used by the Contractor solely for the purpose of
performing its obligations under this Agreement. The Contractor shall have use of such
premises as licensee and shall vacate the same on completion, termination or
abandonment of this Agreement.
53
B The Contractor shall upon reasonable notice by the Client allow the Client access to its
premises (including the premises of any Subcontractor or agent) where the Services are
being performed for the Client under this Agreement.
22. Equipment
A. The Contractor shall provide all equipment and materials necessary for the provision of the
Services (“Equipment”).
B. All Equipment brought onto the Client’s premises shall be at the Contractor’s own risk and
the Client shall have no liability for any loss of, caused by or damage to any Equipment. The
Contractor shall provide for the haulage or carriage thereof to the Client’s premises and
the removal of Equipment when no longer required at its sole cost. Unless otherwise
agreed, Equipment brought onto the premises will remain the property of the Contractor.
C. The Contractor shall maintain and store all items of Equipment within the Client’s premises
in a safe, serviceable and clean condition.
D. The Contractor shall, at the Client’s written request, at its own expense and as soon as
reasonably practicable:
i. remove from the Client’s premises any Equipment which in the reasonable opinion
of the Client is either hazardous, noxious or not in accordance with this Agreement;
and
ii. replace such item with a suitable substitute item of Equipment.
E. On completion of the Services the Contractor shall remove the Equipment used by the
Contractor to provide the Services and shall leave the Client’s premises in a clean, safe and
tidy condition. The Contractor is solely responsible for making good any damage to the
Client’s premises or any objects contained thereon, other than fair wear and tear, which is
caused by the Contractor or any of its employees or Subcontractors.
23. Non Solicitation
A. For the Term and for a period of 12 months thereafter (and save in respect of publicly
advertised posts) neither the Client nor the Contractor shall employ or offer employment
to any of the other Party’s employees without that other Party’s prior written consent.
24. Change Control Procedure
A. At any time during the term of this Agreement, either Party may propose a change or
changes to any part or parts of this Agreement.
B. The change control procedures set out in this Schedule will apply to all changes irrespective
of whether the Contractor or the Client proposes the change.
C. A change control notice (“Change Control Notice”) shall be prepared for all change requests.
The Change Control Notice will provide an outline description of the change requested, the
54
rationale for the change, the effect that the change will have on the supply of the Services
(where known) and an estimate of the effort and cost required to prepare an impact
assessment (“Impact Assessment”).
D. All Change Control Notices proposing changes to this Agreement must be submitted for
review to the other Party’s Contact.
E. The Parties must indicate their acceptance or rejection of the change control request and/or
Impact Assessment within a reasonable timeframe of its completion and Tender Submission
for review, subject to a maximum of twenty (20) calendar days or such other period agreed
between the Parties.
F. On approval of an Impact Assessment, this Agreement and/or the Schedules should be
updated and revised as appropriate and in writing.
G. In the event that either Party rejects the Impact Assessment, the change(s) shall not take
place and the Parties shall continue to perform their obligations under this Agreement.
H. The Contractor and the Client will agree a reasonable charge in advance for investigating
each proposed variation and preparing each estimate, whether or not the variation is
implemented. If the Client’s request for any variation is subsequently withdrawn but results
in a delay in the supply of the Services then the Contractor will not be liable for such delay
and will be entitled to an extension of time equal to not less than the period of the delay.
25. DATA PROTECTION AND SECURITY
A. In this Agreement the following terms shall have the meanings respectively ascribed to them:
“Data” means all Confidential Information, whether in oral or written (including electronic) form,
created by or in any way originating with the Client (including but not limited to his employees, agents,
independent contractors and/or Sub-contractors) and all information that is the output of any computer
processing, or other electronic manipulation of any information that was created by or in any way
originating with the Client provided under this Agreement and includes any Personal Data;
“Data Controller” has the meaning given under the Data Protection Laws;
“Data Processor” has the meaning given under the Data Protection Laws;
“Data Protection Laws” means all applicable national and EU data protection laws, regulations and
guidelines, including but not limited to Regulation (EU) 2016/679 on the protection of natural persons
with regard to the processing of personal data and on the free movement of such data, and repealing
Directive 95/46/EC (the “General Data Protection Regulation”), and any guidelines and codes of practice
issued by the Office of the Data Protection Commissioner or other supervisory authority for data
protection in Ireland.
“Data Subject” has the meaning given under the Data Protection Laws;
55
“Data Subject Access Request” means a request made by a Data Subject in accordance with rights
granted under the Data Protection Laws to access his or her Personal Data;
“Personal Data” has the meaning given under Data Protection Laws;
“Processing” has the meaning given under the Data Protection Laws;
B. The Contractor shall comply with all applicable requirements of the Data Protection Laws.
C. The Parties acknowledge that for the purposes of the Data Protection Laws, the Client is the
Data Controller and the Contractor is the Data Processor in respect of Data which is Personal
Data. Schedule E sets out the scope, nature and purpose of Processing by the Contractor, the
duration of the Processing and the types of Personal Data and categories of Data Subject.
D. Without prejudice to the generality of clause 25B, the Contractor shall, in relation to any
Personal Data processed in connection with the performance by the Contractor of its
obligations under this Agreement:-
(1) process that Personal Data only on the written instructions of the Client;
(2) ensure that it has in place appropriate technical and organisational measures, reviewed and
approved by the Client, to protect against unauthorised or unlawful processing of Personal Data
and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the
harm that might result from the unauthorised or unlawful processing or accidental loss,
destruction or damage and the nature of the data to be protected, having regard to the state
of technological development and the cost of implementing any measures (those measures may
include, where appropriate, pseudonymising and encrypting Personal Data, ensuring
confidentiality, integrity, availability and resilience of its systems and services, ensuring that
availability of and access to Personal Data can be restored in a timely manner after an incident,
and regularly assessing and evaluating the effectiveness of the technical and organisational
measures adopted by it);
(3) ensure that all personnel who have access to and/or process Personal Data are obliged to
keep the Personal Data confidential;
(4) not transfer any Personal Data outside of the European Economic Area unless the prior
written consent of the Client has been obtained and the following conditions are fulfilled;
i. appropriate safeguards are in place in relation to the transfer, to ensure that Personal
Data is adequately protected in accordance with Chapter V of Regulation 2016/679 (
General Data Protection Regulation);
56
ii. the data subject has enforceable rights and effective legal remedies;
iii. The Contractor complies with its obligations under the Data Protection Laws by
providing an adequate level of protection to any Personal Data that is transferred; and
iv. The Contractor complies with reasonable instructions notified to it in advance by the
Client with respect to the processing of the Personal Data;
E. The Contractor shall promptly notify the Client if it receives a Data Subject Access Request to
have access to any Personal Data or any other complaint, correspondence, notice, request any
order of the Court or request of any regulatory or government body relating to the Client’s
obligations under the Data Protection Laws and provide full co-operation and assistance to the
Client in relation to any such complaint, order or request (including, without limitation, by
allowing Data Subjects to have access to their data).
F. The Contractor shall without undue delay report in writing to the Client any data compromise
involving Personal Data, or any circumstances that could have resulted in unauthorised access
to or disclosure of Personal Data.
G. The Contractor shall assist the Client in ensuring compliance with its obligations under the Data
Protection Laws with respect to security, impact assessments and consultations with
supervisory authorities and regulators.
H. The Contractor shall at the written direction of the Client, amend, delete or return Personal
Data and copies thereof to the Client on termination of this Agreement unless the Contractor is
required by the laws of any member of the European Union or by the laws of the European
Union applicable to the Contractor to store the Personal Data.
I. The Contractor shall permit the Client, the Office of the Data Protection Commissioner or other
supervisory authority for data protection in Ireland, and/ or their nominee to conduct audits
and or inspections of the Contractor’s facilities, and to have access to all data protection,
confidentiality and security procedures, data equipment, mechanisms, documentation,
databases, archives, data storage devices, electronic communications and storage systems used
by the Contractor in any way for the provision of the Services. The Contractor shall comply with
all reasonable directions of the Client arising out of any such inspection, audit or review.
57
J. The Contractor shall fully comply with, and implement policies which are communicated or
notified to the Contractor by the Client from time to time.
K. The Contractor shall maintain complete and accurate records and information to demonstrate
its compliance with this clause 25 and allow for inspections and contribute to any audits by the
Client or the Client’s designated auditor.
L. The Contractor shall:-

(1) take all reasonable precautions to preserve the integrity of any Personal Data which it
processes and to prevent any corruption or loss of such Personal Data;
(2) ensure that a back-up copy of any and all such Personal Data is made [insert frequency] and
this copy is recorded on media from which the data can be reloaded if there is any corruption
or loss of the data; and
(3) in such an event and if attributable to any default by the Contractor or any Sub-contractor,
promptly restore the Personal Data at its own expense or, at the Client’s option, reimburse the
Client for any reasonable expenses it incurs in having the Personal Data restored by a third
party.
M. (IF YOU ARE NOT CONSENTING TO A THIRD PARTY PROCESSOR – DELETE IF NOT IN
USE)
The Client does not consent to the Contractor appointing any third party processor of Personal
Data under this agreement
(OR IF USING A THIRD PARTY PROCESSOR – DELETE IF NOT IN USE)

the Client consents to the Contractor appointing [insert third-party processor] as a third-party
processor of Personal Data under this Agreement. The Contractor confirms that it has entered
or (as the case may be) will enter into a written agreement incorporating terms which are
substantially similar to those set out in this clause 25 as between the Client and the Contractor,
the Contractor shall remain fully liable for all acts or omissions of any third-party processor
appointed by it pursuant to this clause 25.
N. Save for clauses 25B, 25C, 25D(4) and 25E, all the obligations on the Contractor in this clause 25
relating to the processing of Personal Data shall apply to the processing of all Data.
O. The provisions of this clause 25 shall survive termination and or expiry of this Agreement for
any reason.
58
26. Additional Condition(s)
[Delete and replace with “Not Used” if not applicable:

This is a free text area to allow the Client to include any additional conditions to the Contract,
for example a price review clause. Such additional conditions can be set out here by the Client]
59
Schedule B: Services: The Specification

[Insert when completing contract]
60
Schedule C: Charges
[Insert when completing contract]
61
Schedule D: Service Levels

[Insert at RFT stage, if applicable, or when completing contract]
62
Schedule E: Data Protection
[complete when completing the contract]
Processing, Personal Data and Data Subjects

1. Processing by the Contractor
1.1 Subject matter of processing
1.2 Nature of processing
1.3 Purpose of processing
1.4 Duration of the processing
2. Types of personal data
3. Categories of data subject
63
Appendix 6: Confidentiality Agreement

THIS AGREEMENT is made on the [date] day of [month] 20[year] BETWEEN:
The [Insert name of Contracting Authority], of [insert address] (hereinafter “the Contracting
Authority”) of the one part;
and
[Contractor’s legal name: to be completed on signing.], of [address: to be completed on signing.]
(hereinafter called “the Contractor”) of the other part.
WHEREAS
A. By Request for Tenders dated [insert date] entitled [insert title] (the “RFT”) the Contracting
Authority invited tenders (“Tenders”) for the provision of the services described in
Appendix 1 to the RFT (the “Services”) (“the Competition”). The Contractor submitted a
response to the RFT dated the [insert date of Tender].
The Contractor has been identified as the preferred bidder in the Competition.
B. For the purposes of the Competition and any subsequent contract awarded thereunder (if
any) (“the Contract”), certain confidential information as defined at clause 2 of this
Agreement, will be furnished to the Contractor. The Confidential Information is confidential
to the Client.
NOW IT IS HEREBY AGREED in consideration of the sum of €2.00 (the receipt of which is hereby
acknowledged by the Contractor) as follows:
1. The Contractor acknowledges that Confidential Information may be provided to him by the
Contracting Authority and that each item of Confidential Information shall be governed by the
terms of this Agreement.
2. For the purposes of this Agreement "Confidential Information" means:
2.1 unless specified in writing to the contrary by the Contracting Authority all and any
information (whether in documentary form, oral, electronic, audio-visual, audio-
recorded or otherwise including any copy or copies thereof and whether scientific,
commercial, financial, technical, operational or otherwise) relating to the Contracting
Authority, the provision of services under the Contract and all and any information
supplied or made available to the Contractor (to include, employees, agents,
Subcontractors, customers and suppliers) for the purposes of the Contract(s); and
2.2 any and all information which has been derived or obtained from information
described in sub-paragraph 2.1.
3. For the purposes of this Agreement “Data Protection Laws” means all applicable national and
EU data protection laws, regulations and guidelines, including but not limited to Regulation
64
(EU) 2016/679 on the protection of natural persons with regard to the processing of personal
data and on the free movement of such data, and repealing Directive 95/46/EC (the “General
Data Protection Regulation”), and any guidelines and codes of practice issued by the Office of
the Data Protection Commissioner or other supervisory authority for data protection in Ireland
from time to time
4. Save as may be required by law, the Contractor agrees in respect of the Confidential
Information:
4.1 to treat such Confidential Information as confidential and to take all necessary steps
to ensure that such confidentiality is maintained;
4.2 not, without the prior written consent of the Contracting Authority, to communicate
or disclose any part of such Confidential Information to any person except:
i to those employees, agents, Subcontractors and other suppliers on a need to
know basis; and/or
ii to the Contractor’s auditors, professional advisers and any other persons or
bodies having a legal right or duty to have access to or knowledge of the
Confidential Information in connection with the business of the Contractor
PROVIDED ALWAYS that the Contractor shall ensure that all such persons and bodies
are made aware, prior to disclosure, of the confidential nature of the Confidential
Information and that they owe a duty of confidence to the Contracting Authority; and
shall use all reasonable endeavours to ensure that such persons and bodies comply
with the provisions of this Agreement.
5. The obligations in this Agreement will not apply to any Confidential Information:
i in the Contractor’s possession (with full right to disclose) before receiving it from the
Contracting Authority; or
ii which is or becomes public knowledge other than by breach of this clause; or
iii is independently developed by the Contractor without access to or use of the
Confidential Information; or
iv is lawfully received from a third party (with full right to disclose).
6. The Contractor undertakes:
6.1 to comply with all directions of the Contracting Authority with regard to the use and
application of all and any Confidential Information or data (including personal data as
defined in the Data Protection Laws);
6.2 to comply with all directions as to local security arrangements deemed reasonably
necessary by the Contracting Authority including, if required, completion of
65
documentation under the Official Secrets Act 1963 and comply with any vetting
requirements of the Contracting Authority including by police authorities;
6.3 upon termination of the Competition (or the Contract) for whatever reason to furnish
to the Contracting Authority all Confidential Information or at the written direction of
the Contracting Authority to destroy in a secure manner all (or such part or parts
thereof as may be identified by the Contracting Authority) Confidential Information in
its possession and shall erase any Confidential Information held by the Contractor in
electronic form. The Contractor will upon request furnish a certificate to that effect
should the Contracting Authority so request in writing. For the avoidance of doubt
“document” includes documents stored on a computer storage medium and data in
digital form whether legible or not.
7. The Contractor shall not obtain any proprietary interest or any other interest whatsoever in
the Confidential Information furnished to him by the Contracting Authority and the Contractor
so acknowledges and confirms.
8. The Contractor shall, in the performance of the Contract, access only such hardware, software,
infrastructure, or any part of the databases, data or ICT system(s) of the Contracting Authority
as may be necessary for the purposes of the Competition (and obligations thereunder or
arising therefrom) and only as directed by the Contracting Authority and in the manner agreed
in writing between the Parties.
9. The Contractor agrees that this Agreement will continue in force notwithstanding any court
order relating to the Competition or termination of the Contract (if awarded) for any reason.
10. The Contractor agrees that this Agreement shall in all aspects be governed by and construed
in accordance with the laws of Ireland and the Contractor hereby further agrees that the courts
of Ireland have exclusive jurisdiction to hear and determine any disputes arising out of or in
connection with this Agreement.
11. A. In this Agreement, the following terms shall have the meanings respectively ascribed to
them:
“Data Controller” has the meaning given under the Data Protection Laws;
“Data Processor” has the meaning given under the Data Protection Laws;
“Data Subject” has the meaning given under the Data Protection Laws;
“Data Subject Access Request” means a request made by a Data Subject in accordance with
rights granted under the Data Protection Laws to access his or her Personal Data;
“Personal Data” has the meaning given under Data Protection Laws;
“Processing” has the meaning given under the Data Protection Laws;
66
B. The Contractor shall comply with all applicable requirements of the Data Protection Laws.
C. The Parties acknowledge that for the purposes of the Data Protection Laws, the Client is
the Data Controller and the Contractor is the Data Processor in respect of Confidential
Information which is Personal Data. Schedule A sets out the scope, nature and purpose of
Processing by the Contractor, the duration of the Processing and the types of Personal Data
and categories of Data Subject.
D. Without prejudice to the generality of clause 10(B), the Contractor shall, in relation to any
Confidential Information which is Personal Data:-
(1) process that Personal Data only on the written instructions of the Client;
(2) ensure that it has in place appropriate technical and organisational measures,
reviewed and approved by the Client, to protect against unauthorised or unlawful
processing of Personal Data and against accidental loss or destruction of, or damage
to, Personal Data, appropriate to the harm that might result from the unauthorised or
unlawful processing or accidental loss, destruction or damage and the nature of the
data to be protected, having regard to the state of technological development and the
cost of implementing any measures (those measures may include, where appropriate,
pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity,
availability and resilience of its systems and services, ensuring that availability of and
access to Personal Data can be restored in a timely manner after an incident, and
regularly assessing and evaluating the effectiveness of the technical and organisational
measures adopted by it);
(3) ensure that all personnel who have access to and/or process Personal Data
are obliged to keep the Personal Data confidential;
(4) not transfer any Personal Data outside of the European Economic Area unless
the prior written consent of the Client has been obtained and the following conditions
are fulfilled;
i. appropriate safeguards are in place in relation to the transfer, to ensure
that Personal Data is adequately protected in accordance with Chapter V of
Regulation 2016/679 ( General Data Protection Regulation);
ii. the data subject has enforceable rights and effective legal remedies;
iii. The Contractor complies with its obligations under the Data Protection
Laws by providing an adequate level of protection to any Personal Data that is
transferred; and
67
iv. The Contractor complies with reasonable instructions notified to it in

advance by the Client with respect to the processing of the Personal Data;
E. The Contractor shall promptly notify the Client if it receives a Data Subject Access Request
to have access to any Personal Data or any other complaint, correspondence, notice, request
any order of the Court or request of any regulatory or government body relating to the Client’s
obligations under the Data Protection Laws and provide full co-operation and assistance to the
Client in relation to any such complaint, order or request (including, without limitation, by
allowing Data Subjects to have access to their data).
F. The Contractor shall without undue delay report in writing to the Client any data
compromise involving Personal Data, or any circumstances that could have resulted in
unauthorised access to or disclosure of Personal Data.
G. The Contractor shall assist the Client in ensuring compliance with its obligations under the
Data Protection Laws with respect to security, impact assessments and consultations with
supervisory authorities and regulators.
H. The Contractor shall at the written direction of the Client, amend, delete or return Personal
Data and copies thereof to the Client on termination of this Agreement unless the Contractor
is required by the laws of any member of the European Union or by the laws of the European
Union applicable to the Contractor to store the Personal Data.
I. The Contractor shall permit the Client, the Office of the Data Protection Commissioner or
other supervisory authority for data protection in Ireland, and / or their nominee to conduct
audits and or inspections of the Contractor’s facilities, and to have access to all data protection,
confidentiality and security procedures, data equipment, mechanisms, documentation,
databases, archives, data storage devices, electronic communications and storage systems
used by the Contractor in any way for the provision of the Services. The Contractor shall
comply with all reasonable directions of the Client arising out of any such inspection, audit or
review.
J. The Contractor shall fully comply with, and implement policies which are communicated or
notified to the Contractor by the Client from time to time.
K. The Contractor shall maintain complete and accurate records and information to
demonstrate its compliance with this clause 11 and allow for inspections and contribute to any
audits by the Client or the Client’s designated auditor.
L. The Contractor shall:-
1. take all reasonable precautions to preserve the integrity of any Personal Data which
it processes and to prevent any corruption or loss of such Personal Data;
68
2. ensure that a back-up copy of any and all such Personal Data is made [insert
frequency] and this copy is recorded on media from which the data can be reloaded if
there is any corruption or loss of the data; and
3. in such an event and if attributable to any default by the Contractor or any Sub-
contractor, promptly restore the Personal Data at its own expense or, at the Client’s
option, reimburse the Client for any reasonable expenses it incurs in having the
Personal Data restored by a third party.
M. (IF YOU ARE NOT CONSENTING TO A THIRD PARTY PROCESSOR – DELETE IF NOT IN
USE)
The Client does not consent to the Contractor appointing any third party processor of Personal
Data under this agreement
(OR IF USING A THIRD PARTY PROCESSOR – DELETE IF NOT IN USE)
the Client consents to the Contractor appointing [insert third-party processor] as a third-party
processor of Personal Data under this Agreement. The Contractor confirms that it has entered
or (as the case may be) will enter into a written agreement incorporating terms which are
substantially similar to those set out in this clause 11 as between the Client and the Contractor,
the Contractor shall remain fully liable for all acts or omissions of any third-party processor
appointed by it pursuant to this clause 11.
N. Save for clauses 11B, 11C, 11D(4) and 11E, all the obligations on the Contractor in this
clause 11 relating to the processing of Personal Data shall apply to the processing of all
Confidential Information.
SIGNED for and on behalf of the Contracting SIGNED for and on behalf of the Contractor
Authority
____________________________
__________________________
(being a duly authorised officer)
Witness Witness
69
Schedule A to the Confidentiality Agreement: Data Protection
[complete when completing the contract]
Processing, Personal Data and Data Subjects

1. Processing by the Contractor
1.1 Subject matter of processing
1.2 Nature of processing
1.3 Purpose of processing
1.4 Duration of the processing
2. Types of personal data
3. Categories of data subject
70
Appendix 7: Information & Communication Technology (ICT)

Acceptable Use Policy
1. The Contracting Authority's Acceptable Use Policy (AUP) is a framework document
that sets out the standards for use of the organisation's Information & Communication
Technology (ICT).
2. The Contracting Authority's ICT network is provided to support the organisation's

business objectives. Any other uses that jeopardise the integrity of the network, the
Contracting Authority's reputation, the privacy or safety of others, or that are
otherwise illegal are prohibited.
3. The use of the Contracting Authority's ICT network resources (including all electronic
communication systems and equipment) is a revocable privilege. By using or accessing
the network, users agree to comply with this policy and other applicable policies, as
well as all relevant applicable laws and regulations. Using and/or accessing the
network without proper authorisation is strictly prohibited.
4. General guidelines for acceptable use of the ICT network. Users are expected to:
4.1 Behave responsibly and respect the integrity and the security of the network
at all times;
4.2 Behave in a manner consistent with the Contracting Authority's mission and to
comply with all relevant laws, regulations and Contracting Authority policies;
4.3 Be considerate to the needs of other users and to show restraint in the
consumption of shared resources;
4.4 Respect the rights and property of others, including intellectual property
rights, the right of privacy and confidentiality.
71
5. The following activities are specifically prohibited:
5.1 Use of the ICT network for private business, commercial or political activities,
advertising, unlawful activities or uses that violate other Contracting Authority
policies;
5.2 Disruption of or interference with the ICT network, including distribution of

chain mail, mass Email or any activities that create or propagate viruses, waste
system resources or overload the network with excess data;
5.3 Forging, altering or destroying communications, data or records, unauthorised

accessing or intercepting the accounts of others, or intentionally
compromising the privacy or security of electronic information on the
network;
5.4 Intentionally or negligently revealing passwords or otherwise permitting

another to use one's official account(s) or to facilitate unauthorised access to
the ICT network;
5.5 The infringement of IPR;
5.6 The use of the ICT network to harass others, or to display verbal or visual
material that is offensive to others.
6. For its part, the Contracting Authority will not impose any restraints on, nor make any
effort to monitor the content of communications except when required to do so by
law or to maintain the security, integrity and availability of the ICT network (including
the investigation of any AUP or other Contracting Authority policy infractions).
Management will exercise due care and diligence in the implementation of the AUP
(and other relevant policies) having regard to its legal obligations and the rights of
users.
72
7. Queries as to what constitutes acceptable and appropriate use should first be referred
to the Project Manager and, if necessary, subsequently to the Business Information
Security Unit.
8. Appropriate action may be initiated in respect of breaches of the Acceptable Use

Policy and other relevant policies.
Issued by: Business Information Security Unit
THIS FORM MUST BE SIGNED BY AN AUTHORISED OFFICER OF THE VENDOR
I accept the conditions of the Contracting Authority’s ICT Acceptable Use Policy.
SIGNATURE DATE:
NAME TEL:
POSITION FAX:
COMPANY ____________________________
ADDRESS ____________________________
____________________________
73
Appendix 8: Overview of Department’s current IT

environment and key projects
Department’s IT Infrastructure and Development Environment
1. The Department is a major user of Information Technology for the provision of customer services
and internal administration. Most of the schemes administered by the Department are
computerised and staff typically conducts their daily business using computer facilities. The
systems that support the delivery of the Department’s services have been custom built. A number
of software packages have also been purchased to support functions such as accounts, payroll and
human resource management.
2. The Department has now standardised on Microsoft software (operating systems and
development tools) for future developments.
3. Systems recently developed in the Department are based on the Microsoft Windows operating
systems. Microsoft SQL Server databases are generally used with some reliance on Oracle Rdb in
older systems. The main programming language used is C# and VB.Net, with some Java. Systems
are built using an agile approach on the Naked Objects object-oriented framework.
4. The online Identity and Access Management (www.mygovid.ie) solution is built upon hybrid cloud
architecture comprising of cloud based solution components built on the Microsoft Azure
platform and Microsoft based solution components deployed on-premise. There are a number of
components that make up the current MyGovID solution, including customized and configured
Microsoft services.
5. The Department’s online service (www.mywelfare.ie ) solution has been implemented using
Microsoft technologies (C#, ASP.Net MVC, Azure Service Bus, WCF, ASP.Net Web API, SQL Server)
and is built upon a Microsoft Azure hybrid cloud architecture. The MyWelfare solution has been
designed for reuse, security, scalability and performance. MyWelfare integrates with the
MyGovID solution for Identity Access Management.
6. The Department’s web page (www.gov.ie/department-of-employment-affairs-and-social-
protection) is focussed primarily on identifying and meeting the information needs of the
Department’s customers in line with the Department’s Statement of Strategy. It provides access
to web-enabled online applications and self-service functionality from the Department’s
underlying business systems. Gov.ie is a central portal for government services and information.
It combines the websites of Irish government departments and is a trusted source that makes
interactions with the government more user-focused.
7. The Department’s internal corporate portal (known as Stór) provides a single point of access to
knowledge repository, collaboration facilities, content management functionality and line of
74
business applications used daily by the Department’s staff. The portal is built on Microsoft
SharePoint 2013 with some small number of business applications using a legacy Microsoft Office
SharePoint Services 2007 (MOSS 2007) platform.
8. The legacy platform for the other production systems is OpenVMS running on HP VAX and Alpha
processors. The online transaction processing system (OLTP) is HP’s ACMS. Screen handling is
managed using HP DECForms and the main programming language is COBOL. Oracle RDB and
RMS are the main database products.
9. The Department uses PMDF (an SMTP compliant mail backbone) for mail transmission.
10. The Department’s data network consists of a core Dublin-based Gigabit Ethernet Metropolitan
Area Network (MAN) linking 6 offices together via “dark” fibre. All other WAN offices connect
back to the Dublin MAN. These offices are migrating from a point-point leased line network to a
data VPN.
11. The MAN supports all existing protocols [including DEC proprietary protocols]. The WAN supports
only TCP/IP. SNMP is used for network management.
12. The Department has deployed Active Directory.
Naked Object Architecture (NOA)

13. The Department has implemented a Naked Object Architecture (NOA) through which it
significantly increases its organisational agility in terms of its ability to cope with change both at
macro and micro levels i.e. its ability to adopt new schemes in accordance with Government policy
and its ability to change and adapt existing schemes and applications. Organisational agility
includes strategic, technical and operational agility.
14. The Business Object Model is implemented using NOA principles. Everything relating to the
business is represented by an “object” (e.g. customer). A class definition identifies the information
associated with it (e.g. name, address) along with the functions and operations that apply to it
(e.g. adding a new scheme for a customer).
15. Users interact directly with these core business objects. The Department believes that this
approach not only results in a more natural user interface, but it is also critical to the achievement
of the micro-level agility referred to above.
75
16. The Department has implemented the Naked Object Architecture in a modern, multi-tiered,
client/server architecture, which achieves the clean separation of the front-end, business logic
and data layers. Further information on Naked Objects is available at www.nakedobjects.org.
Service Delivery Modernisation (SDM)
17. The Department is engaged in a Service Delivery Modernisation (SDM) programme of continuous
development involving the redesign of back office systems, business processes, procedures and
work practices and the introduction of new organisational structures along with the introduction
of new technology and the replacement of legacy computer systems. The new IT systems being
delivered as part of this programme are collectively known as the Business Object Model
implementation (BOMi).
18. Further details on the SDM programme, and the projects undertaken as part of the programme,
are available on the Department’s website at: https://www.gov.ie/en/publication/a39c77-
service-delivery-modernisation-and-bomi-development-programme/
If details of the SDM projects are pertinent to the tender, the text at the link above can be included
in the RFT documentation.
One DEASP
15. Embedding organisational culture and values throughout the Department’s activities and
initiatives and encouraging and promoting innovation. The five core values of the Department
are:
• Public Service: dedicated to serving the people of Ireland in an efficient and impartial manner
• Customer Focus: totally committed to the positive difference we can make to our customers’
lives and Irish society
• Total Professionalism: proud of our professionalism and commitment to quality in everything
we do
• Engaged Staff: believe that our effectiveness as an organisation is depending on a highly skilled
and engaged workforce
• Innovation: believe that having the attitude and environment to adapt and innovate is core to
our future success
76
Appendix 9: Award Sub-Criteria
Tender Award Sub-Criteria
Award Description Mark Minimum Mark

Criterion Available Mark Awarded
1 Cost 500 N/A

Total cost to deliver the solution 500 N/A
2 Quality, comprehensiveness, suitability 400 240

and timely delivery of the proposed
solution, including documentation and
knowledge and skills transfer
2.1 Quality, comprehensiveness and 200 120
suitability of the solution
2.2 Timeline for delivery of completed 100 60
solution
2.3 Calibre and technical expertise of the 50 30
resource(s) allocated to the delivery of
the solution
2.4 Strength in depth of the respondent to 50 30
deliver and support the solution
3 Support 100 N/A

Per Diem Rate for Drawdown Support 100 N/A
77

RFT Lync SFB

Uploaded by

Copyright:

Available Formats

RFT Lync SFB

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

RFT Lync SFB

Uploaded by

Copyright:

Available Formats

Request for Tenders

Migration from Lync Server 2013 to Skype for Business

Request for Tenders dated 06/08/2020

Migration from Lync Server 2013 to

Tender Procedure: Open Procedure

Tender Deadline: 16:00 on 03/09/2020

Part 2: Instructions to Tenderers

2.2 Compliant Tenders

2.3 Services Contract

2.5 Consortia and Prime / Subcontractors

2.6 Tender Submission Requirements

2.8 Tendering Costs

2.11 Environmental, Social and Labour Law

2.13 Registrable Interest

2.14 Anti-Competitive Conduct

2.15 Industry Terms Used in this RFT

2.16 Freedom of Information

confidential or commercially sensitive information so identified before making its decision

2.18 Conflicts of Interest

2.19 Withdrawal from this Competition

2.20 Site Visit

2.20.2 Not Used

2.22.1 Not Used

2.25 Licences and Permissions

Part 3: Selection and Award Criteria

3.1 Only those Tenderers who have:-

3.2 Selection Criteria

3.2.A Economic and Financial Standing

3.2.B Technical and Professional Ability

3.3 Award Criteria

3.4 Presentation of Proposals

3.5. Standstill Period

3.6 Return of Signed Contracts

Appendix 1: Requirements and Specifications

Image: Reference topology replicated in both data centres.

Context for the Future

1. Solution Design and Delivery

6. Skills and Knowledge Transfer

10. Support and Maintenance

11. Multi Service Provider Environment

12. Microsoft Partnership

Appendix 2: Pricing Schedule

1. Total Fixed Price Breakdown

Cost Breakdown Amount in Euro exclusive of VAT

4. The fixed price required must include the following:

5. Tenderers should note that:

Appendix 3: Tenderers’ Statement

TO: The Minister for Employment Affairs and Social Protection

SIGNED (Authorised Signatory) Company

Print name Address

Appendix 4: Declaration as to Personal Circumstances of Tenderer

NAME: [Click here and insert name]

Declared before me by ___________________________________ who is personally known to me

(or who is identified to me by ______________________________who is personally known to me)

this ___________ day of _______________ 20__

Appendix 5: Services Contract

The Minister for Employment Affairs and Social Protection

[Insert successful Tenderer’s full legal name - to be completed on signing.]

this _ day of ___ 20