FEDERATION INTERNATIONALE DE L'AUTOMOBILE FIA DATABASE INVITATION TO TENDER - TERMS AND CONDITIONS 1. INTRODUCTION The Fédération Internationale de l Automobile (the FIA ) is the governing body for world motor sport and the federation of the world s leading motoring organisations. It is a non-profit making association and brings together 237 national motoring and sporting organisations from 142 countries on five continents. Its member clubs represent millions of motorists and their families. The FIA is the sole body governing international motor sport and is recognised by its members as the sole authority having the sporting power with the right to organise international FIA championships. The FIA wishes to create an official FIA-branded database that will collect, store, organise and distribute, for editorial purposes, data from selected historical and current FIA championships and act as the go-to platform for motor racing fans looking to access FIA championship results and statistics (the Database ). The FIA is now inviting interested candidates (each a Candidate ) to tender for the supply of certain services in relation to the creation, organisation and management of the Database (together the Services ) with a view to concluding a multi-year services agreement (the Services Agreement ) and launching the Database by 1 March 2017. This invitation to tender document (the ITT ) is intended to provide information and clarification on how the tender process will be conducted, how Candidates should present their proposals and conduct themselves during the tender process and the requirements and conditions to which tenders will be subject. 2. SELECTION PROCESS The selection process will consist of two stages: Stage 1: Candidates are invited to tender for the supply of the Services by submitting a proposal (the Proposal ) to the FIA Legal Department (legal@fia.com) before 5 pm CET on 31 August 2016. Such Proposal must comply with these Terms and Conditions and include a cover letter introducing their candidacy, full contact details and contain the following information: The organisational ability and resources of the Candidate; The Candidate s experience in the provision of services similar to the Services; An outline of how the Candidate would provide the Services; A financial offer to the FIA (with detailed cost estimates) in consideration of the supply of the Services, in the event of any appointment by the FIA; A proposal setting out any additional services/benefits the Candidate could provide to the FIA in addition to the Services;
An undertaking that the Candidate accepts the Minimum Terms of the Services Agreement set out in the Appendix attached to these Terms and Conditions (the Minimum Terms ); and Any other details considered as relevant for the assessment of such Proposal. All representations, statements and other commitments contained in the Proposal, and in other correspondence, communications, presentations and documents related to the Proposal, are binding on the Candidate and may be relied upon by the FIA in assessing a Proposal. Stage 2: The FIA will contact the Candidates that have submitted a Proposal within the deadline stated in Stage 1 and a discussion phase will start with those Candidates, which will last until 16 September 2016. Candidates may be asked to clarify or resubmit any Proposal which fails to meet the requirements of the FIA as set out in this ITT. The FIA reserves the right to enter into negotiations with one or more Candidates at its sole discretion without recourse to any unsuccessful Candidate(s). According to the results of the various exchanges and discussions with the Candidates, the FIA shall select the Candidate(s) which, in the FIA s sole opinion, best serve(s) the FIA s interests in respect of the supply of the Services. The FIA will not be required to give reasons for the acceptance or refusal of any particular Proposal. Notwithstanding the foregoing, the FIA will pay particular attention to the following parameters when assessing a Proposal: The commitments made by the Candidate in its Proposal; The technical capabilities of the Candidate; The relevant experience of the Candidate; The credibility of the Candidate; The Candidate s proposed pricing structure for the provision of the Services; and The viablity of any additional services/benefits proposed by the Candidate. The preferred Candidate(s) shall be informed of its pre-selection no later than 28 September 2016 and will be required to negotiate and sign a Services Agreement with the FIA by 21 October 2016. The FIA shall be under no obligation to accept any Proposal submitted. Furthermore, if, at the sole discretion of the FIA, the FIA considers that no Candidate meets with the FIA s criteria for the appointment as a provider of the Services, the FIA may, inter alia, elect not to appoint any of the Candidates. For the avoidance of doubt, the selection by the FIA of (a) candidate(s) does not impose any obligations on the FIA, or entitle the selected Candidate(s) to any contract. 3. STATUS OF THIS INVITATION TO TENDER The FIA reserves the right, at its sole discretion, to interrupt or make changes to this selection process at any time or to change and/or withdraw any aspect of this ITT or to issue an amended ITT at any time. Nothing in this ITT or any communication made by the FIA or its representatives, agents or employees at any time in relation to this ITT shall: (a) constitute an offer or a contract between the 2
FIA and any Candidate; or (b) be construed as placing an obligation on the FIA to grant rights to any Candidate; or (c) constitute any appointment of a Candidate by the FIA; or (d) not act as a representation that a Candidate will be granted any right(s) or appointed by the FIA in any capacity. The information contained in this ITT is provided in summary form only and does not purport to provide complete descriptions of the rights which are the subject of this ITT, any arrangements relating to such rights or any contractual terms subject to which such rights will be granted. 4. SERVICES AGREEMENT The selection and appointment of any Candidate shall be subject to the FIA and the relevant Candidate entering into the Services Agreement, which shall be on the FIA s standard terms and include the Minimum Terms. By submitting a Proposal, each Candidate acknowledges and accepts that the Services Agreement for which it is has been invited to tender will contain clauses reflecting in full the Minimum Terms without reservation, exception or qualification. In areas other than those covered by the Minimum Terms, each Candidate is required to submit with its Proposal a list of any essential changes (i.e., changes which, if not made, would prevent it from entering into the final contract) and any significant additional points it would wish to see added, provided always that such additional points do not compromise in any way the core terms. The fact that a term has not been identified as a Minimum Term and may be open for discussion does not imply any obligation on the part of the FIA to accept any change that may be proposed to the Services Agreement. 5. INTELLECTUAL PROPERTY RIGHTS Each Candidate acknowledges that all intellectual property rights for all purposes throughout the world and all commercial opportunities of whatsoever nature in relation to the FIA, this ITT and any materials and/or information provided to or created by any Candidates during the ITT process (including, without limitation, all physical materials upon which such materials and/or information is recorded or stored) are the sole and exclusive property of the FIA. Each Candidate undertakes warrants and represents to the FIA that: all elements of and otherwise related to its Proposal shall be original (not copied) and will not infringe any third-party intellectual property rights; it shall own all rights (including intellectual property rights) in the Proposal submitted and shall be capable of assigning all such rights to the FIA; it shall not use any of the FIA s marks, logos or other properties without the prior written approval of the FIA; it shall not associate itself with the FIA, any FIA championship(s) or any other FIA properties without the prior written approval of the FIA; and if its Proposal is rejected, within five (5) days of receiving notification from the FIA of such rejection it shall destroy this ITT and any and all copies of this ITT in its possession or control as well as any other materials and/or information provided to it by the FIA in connection with this ITT or created by it in connection with this ITT and shall no longer use any such materials or information (either itself or to provide services to any third party). 6. COSTS AND EXPENSES Each Candidate participating in the ITT process shall be solely responsible for all costs, expenses and/or liabilities incurred by it and its sub-contractors in connection with its Proposal (including in 3
relation to the preparation and submission of its Proposal, any presentations, responses to requests for further information and any negotiations with the FIA). 7. CONFIDENTIALITY Each Candidate undertakes, warrants and represents to the FIA that all documents and information provided by the FIA in connection with this ITT (including this ITT document) shall be kept strictly confidential at all times and that it shall not disclose any such information (or any part thereof) to any third party (other than its professional advisers who are bound by similar obligations of confidentiality) without the prior written consent of the FIA, which may be given or withheld in the FIA s absolute discretion. Candidates are strictly prohibited from making any form of public announcement or statement relating directly or indirectly to this ITT, the ITT process, the FIA and/or any Proposal (whether selected or not) without the prior written consent of FIA, which may be given or withheld in the FIA s absolute discretion. Each Candidate acknowledges and agrees that the FIA shall have the sole right to make any announcement in relation to this ITT, the ITT process and the selection and/or appointment of any Candidate (if at all). 8. GENERAL Neither the FIA nor any of its representatives, agents or employees: (a) makes or gives any representation or warranty in respect of; or (b) accepts any responsibility for the accuracy or completeness of, any information contained in or otherwise relating to this ITT or any communication made by the FIA at any time in relation to this ITT, nor shall the FIA or any of its representatives, agents or employees be liable for any loss, damage, liability or expense suffered or incurred by any Candidate in reliance on this ITT or any such information and/or communication. Each Candidate hereby: (a) expressly waives any rights of action they may have against the FIA with regards to the ITT process; (b) warrants and represents that the information contained in its Proposal shall not be false, inaccurate or misleading; (c) agrees to indemnify the FIA from and against all losses, liabilities, damages, claims and expenses of any nature whatsoever incurred by the FIA arising out of or in connection with any breach or non-performance by such Candidate of any of its obligations under this ITT. If, following submission of its Proposal, there is any change in a Candidate s circumstances which may adversely affect such information, the Candidate shall promptly notify the FIA in writing setting out the relevant details in full. In that regard, Candidates shall immediately inform the FIA of any change in its ownership or senior management at any time and the FIA reserves the right to reject any Proposal, at its sole discretion, as a result thereof. Candidates are prohibited from sub-contracting or out-sourcing any part of the work required under this ITT in any manner whatsoever without prior agreement in writing by the FIA. If the FIA considers that any Candidate is, or is likely to be, in breach of any of these Terms and Conditions, the FIA shall (without prejudice to its rights and/or remedies arising under law) be entitled to reject any Proposal received from such Candidate without any requirement to give such Candidate notice and without any further liability to such Candidate. This ITT shall be governed and interpreted in accordance with the laws of Switzerland. Any and all disputes arising out of or in relation to this ITT or the ITT process shall be submitted to the exclusive jurisdiction of the courts of Geneva, Switzerland. 4
APPENDIX 1 MINIMUM TERMS OF THE SERVICES AGREEMENT The following points are the minimum core terms of the Services Agreement to be concluded between the FIA and the selected Candidate: 1. Term and Termination (a) (b) (c) the Candidate will be appointed for a minimum period of three (3) years on an exclusive basis; the FIA may terminate the Services Agreement in the event of unsatisfactory or incompetent performance of the Services by the Candidate or in the event of a change of control of the Candidate; and the FIA reserves the right to impose an early termination penalty. 2. Services to be provided (a) The Services that the Candidate agrees to provide to the FIA cover the following elements: (i) (ii) collect the pre-agreed historical and active data in relation to the FIA-organised championships as listed in the data matrix set out in Appendix 2 (the Data Matrix ) together with such other data or in respect of such other championships as may be agreed with the FIA; create a new Database that: a. is capable of storing and providing access to such data; b. is FIA-branded and designed strictly in accordance with FIA brand guidelines; and c. includes appropriate security protocols; (iii) (iv) (v) (vi) (vii) organising and uploading the collected data on such created Database in such a way so as to create a one stop shop for FIA championship race data; ensure that the database is ready for launch on or before 1 March 2017 and that all data to be provided in Year 1 (in accordance with the Data Matrix) is uploaded onto the Database and can be accessed by consumers upon such launch; ensure that any data to be provided in Year 2 (in accordance with the Data Matrix) is uploaded onto the Database and can be accessed by consumers on or before 1 January 2018; ensure that any data to be provided in Year 3 (in accordance with the Data Matrix) is uploaded onto the Database and can be accessed by consumers on or before 1 January 2019; design the Database in such a way so as to enable the addition/removal (as instructed by the FIA) of FIA-organised championships; and (viii) manage the Database by: 5
a. organising not only the data collected prior to the creation of the Database but all data subsequently collected or received by the Candidate; b. implement systems to ensure the accuracy of the data to be used on the Database; c. implement systems to identify results anomalies and disputed results; and d. providing back office support to ensure the continuous smooth operation of the Database. (b) In its supply of the Serivces, the Candidate will: (i) (ii) (iii) comply with all FIA guidelines and instructions reasonably given in respect of the Services; be responsible for all of its own expenses and costs in providing the services; and indemnify FIA from and against all losses, liabilities, damages, claims and expenses of any nature whatsoever incurred by FIA (including its affiliates, agencies and commercial partners) arising out of or in connection with any claim related to the use of any such materials by FIA. (c) The Candidate agrees to ensure that it provides its services in accordance with certain preagrees service levels. 3. Intellectual Property Amongst other provisions related to intellectual property, the Candidate shall: (a) acknowledge and accept that: (i) (ii) (iii) the FIA owns all data on the Database and the Database itself; the Candidate s name and/or branding can only appear on the Database strictly with the written approval of the FIA (in its sole and absolute discretion); and any designation related to the appointment of the Candidate to provide the Services will be as notified in writing by the FIA to the Candidate. (b) (c) assign (and warrant that it is entitled to assign) to FIA all rights (including intellectual property rights) in and to the materials created by it in the performance of the Services; and warrant that the use by FIA of such materials does and will not infringe the intellectual property rights or other rights of any third party. 4. Contractual Terms The terms of the Services Agreement shall: be drafted in English; be governed and interpreted in accordance with the laws of Switzerland; and only become binding on the FIA upon full execution of the agreement by the FIA. 6
APPENDIX 2 DATA MATRIX (See attached spreadsheet) 7
FIA DATABASE - INVITATION TO TENDER - TERMS AND CONDITIONS SF_13.06.2016 FIA F1 FIA WRC FIA WEC FIA WTCC FIA World RX CIK FIA Fe FIA F3 FIA F4 FIA GT World FIA CIK Karting World Championship FIA GT1 FIA CIK Karting KZ World Championship FIA CIK Karting junior World Championship DATA Level 1 YEAR 1 YEAR 1 YEAR 1 YEAR 1 YEAR 1 YEAR 1 YEAR 3 YEAR 3 YEAR 2 Archive Data YEAR 1 YEAR 1 YEAR 1 YEAR 1 YEAR 1 YEAR 1 YEAR 3 YEAR 3 YEAR 2 Active Data YEAR 1 YEAR 1 YEAR 1 YEAR 1 YEAR 1 YEAR 1 YEAR 3 YEAR 3 YEAR 2 DATA Level 2 YEAR 2 YEAR 2 YEAR 2 YEAR 2 YEAR 2 YEAR 2 YEAR 3 Archive Data Active Data YEAR 2 YEAR 2 YEAR 2 YEAR 2 YEAR 2 YEAR 2 YEAR 3 Assumptions Archive data definition past seasons starting with the opening season of world championships/fia Active data definition Current season Data definition - level 1 Those sets of data shall be provided per race with a year end championship recap FIA F1 FIA WRC FIA WEC FIA WTCC FIA World RX CIK FIA Fe FIA F3 FIA F4 Event Event Event Event Event Event Event Event Event - Name - Name - Name - Name - Name - Name - Name - Name - Name - Date - Date - Date - Date - Date - Date - Date - Date - Date - Venue - Venue - Venue - Venue - Venue - Venue - Venue - Venue - Venue - Circuit - Circuit - Circuit - Circuit - Circuit - Circuit - Circuit Results Results Results Results Results Results Results Results Results - Race - Rally - Race - Race (s) - All Heats - Overalls - Race - Race - Race - Race - Qualifying - Stage Winners - Qualifying - Qualifying - Final - Qualifying - Qualifying - Qualifying - Qualifying - Fastest Lap - Fastest Lap - Fastest Lap - Heats - Fastest Lap - Fastest Lap - Fastest Lap - Fastest Lap Classifications Classifications Classifications* Classifications - Intermediary Classifications* Classifications* Classifications* FIA GT World GT1 at this stage Classifications - Drivers - Drivers - Drivers - Drivers - Semi finals - Drivers - Drivers - Drivers - Drivers - Constructors - Constructors - Constructors - Teams - Fastest Lap - Constructors - Constructors - Constructors - Constructors - Teams NOT APPLICABLE Classifications - Teams - Teams - Teams - Teams * By category - Drivers * By category * By category * By category Drivers Drivers Drivers Drivers - Teams Drivers Drivers Drivers Drivers - Date and place of birth - Date and place of birth - Date and place of birth - Date and place of birth Drivers - Date and place of birth - Date and place of birth - Date and place of birth - Date and place of birth - Date and place of death - Date and place of death - Date and place of death - Date and place of death - Date and place of birth - Date and place of death - Date and place of death - Date and place of death - Date and place of death - Date and place of death Data definition - level 2 To be further discussed and agreed Year 1 Means data to be available to consumer by 01/03/2017 Year 2 Means data to be available to consumer by 01/01/2018 Year 3 Means data to be available to consumer by 01/01/2019 FIA Confidentiel