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GENERAL TERMS AND CONDITIONS FOR
INTELLECTUAL SERVICES (GTCIS)
Page 1 of 42
Rev. 01 OTT 2015
TABLE OF CONTENTS
RECITALS .......................................................................................................................................................................... 3
1. DEFINITIONS ................................................................................................................................................................ 3
2. COMPLIANCE WITH LAWS, REGULATIONS & RULES .................................................................................................... 3
3. SUPPLIER'S OBLIGATIONS ............................................................................................................................................ 4
4. SUPPLIER'S HEALTH AND SAFETY OBLIGATIONS ......................................................................................................... 4
5. TRACEABILITY OF FINANCIAL FLOWS .......................................................................................................................... 5
6. PERSONNEL ASSIGNED TO THE PERFORMANCE OF ACTIVITIES – WORK GROUP ....................................................... 6
7. DURATION – CONTRACTUAL TERMS FOR THE PERFORMANCE OF SERVICES ............................................................. 6
8. CONTRACTUAL AMOUNTS AND PRICES ....................................................................................................................... 6
9. INVOICING AND TERMS OF PAYMENT ......................................................................................................................... 7
10. ANTI-MAFIA LAWS AND SUBCONTRACTING .............................................................................................................. 9
11. TRANSFERABILITY OF CREDIT AND CONTRACT ......................................................................................................... 9
12. INFORMATION PROVIDED BY ENEL ........................................................................................................................... 9
13. CODE OF ETHICS, ANTI-CORRUPTION PLAN AND ORGANIZATIONAL MODEL UNDER LEGISLATIVE DECREE 231/2001
......................................................................................................................................................................................... 9
13.1 Information ................................................................................................................................................... 9
13.2 Conflict of interest ...................................................................................................................................... 10
13.3 Termination for offences governed by Legislative Decree 231/2001 ........................................................ 10
13.4. Declaration under Section D - Offences against the person ..................................................................... 10
14. PERFORMANCE OF SERVICES ................................................................................................................................... 11
15. TERMINATION AND DISCHARGE BY BREACH ........................................................................................................... 11
16. WITHDRAWAL .......................................................................................................................................................... 12
17. CONFIDENTIALITY AND DATA PROTECTION ............................................................................................................ 12
18. PRIVACY POLICY STATEMENT .................................................................................................................................. 13
19. SUPPLIER'S OBLIGATIONS CONCERNING THE FULFILMENT OF TAX OBLIGATIONS (PURSUANT TOLAW 134/2012 AS
AMENDED BY DECREE LAW N. 69 OF 21.06.2013, CD “DECRETO DEL FARE”) .............................................................. 14
20. SUBCONTRACTOR'S OBLIGATIONS CONCERNING THE FULFILMENT OF TAX OBLIGATIONS (PURSUANT TOLAW
134/2012 AS AMENDED BY DECREE LAW N. 69 OF 21.06.2013, CD “DECRETO DEL FARE”) ......................................... 15
21. OWNERSHIP OF DOCUMENTS ................................................................................................................................. 15
22. COMMUNICATIONS BETWEEN PARTIES - CONTRACT MANAGER ........................................................................... 15
23. SAFETY CLAUSE ........................................................................................................................................................ 16
24. JOINT LIABILITY – MASS CONTROLS ........................................................................................................................ 16
24.1. Safeguarding clauses ................................................................................................................................. 16
24.1.1. Sending of documentation ..................................................................................................................... 17
24.2. Pre-checks (prior to performance of contract) ......................................................................................... 17
24.3. Periodic checks .......................................................................................................................................... 18
24.4. Enel's right of inspection (random checks) ................................................................................................ 19
24.5. Building site clause (if applicable) ............................................................................................................. 19
24.6. Guarantee of performance ........................................................................................................................ 19
24.7. Payments ................................................................................................................................................... 20
24.8. Subcontracting ........................................................................................................................................... 20
24.9. Confidentiality and privacy clauses ........................................................................................................... 20
25. PROFESSIONAL'S INSURANCE OBLIGATION ............................................................................................................ 21
26. JURISDICTION ........................................................................................................................................................... 22
27. TAXES ....................................................................................................................................................................... 22
28. SIGNATURE OF CONTRACT ...................................................................................................................................... 22
ANNEXES - GLOBAL CHECKS ........................................................................................................................................... 23
ANNEXES - ETHICS CLAUSES........................................................................................................................................... 35
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ANNEXES ON SECURITY AND USE OF ENEL'S INFORMATION SYSTEMS ........................................................................ 47
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RECITALS
These Terms & Conditions apply to consulting and professional services contracts made between Enel Group
companies based in Italy, and the Supplier.
Contracts for technical or IT services are also governed by this document provided that they do not relate in
any way to activities requiring access to Enel's technical areas (building sites, data processing centres etc.),
or contact with devices or installations not categorized as generic computer equipment (such as PCs).
1. DEFINITIONS
For the purposes of these General Terms & Conditions, the following terms shall have the following
meanings:
Intellectual Services Contract ("Contract"): the agreement between Enel and the Supplier ("the Parties")
relating to the execution of the following services in accordance with these Terms & Conditions:
o Consulting: services performed by companies, sole traders or professional firms relating to
opinions and research required to draw up guidelines/plans of action to support Management
decisions on specific issues considered of key importance for the Company's development,
o Professional services: services entrusted to companies, sole traders or professional firms
relating to Company activities and requiring knowledge, expertise or resources not available
within the Company or which must be outsourced to a third party by law;
General Terms & Conditions for Intellectual Services (“GTCIS”): this document, containing the general legal
conditions of contract.
ENEL: the ENEL Group company based in Italy that signs the Contract, or on whose behalf it is signed.
Supplier: the firm, individual, organisation, temporary association, consortium or European Economic
Interest Group (EEIG) that undertakes to perform the contractual services.
2. COMPLIANCE WITH LAWS, REGULATIONS & RULES
The Supplier, under his sole responsibility, must fulfil all the legal and regulatory requirements and the rules
and requirements of the competent authorities including but not limited to those relating to employment
contracts, health and safety, the environment, fiscal provisions and in general any other provision
concerning the proper performance of the Contract.
The Contract is also governed by the applicable provisions of laws, regulations, the Italian Civil Code, and any
other technical provisions.
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The provisions of these General Terms & Conditions shall be deemed automatically replaced, cancelled or
amended if their contents are not compatible with laws or regulations introduced in the future.
Derogations to the contents of this document shall only take effect if agreed in writing by the Parties with
express reference to the amended provision.
3. SUPPLIER'S OBLIGATIONS
By signing the Contract, the Supplier undertakes - throughout its duration - to execute the contractual
services with his own means, organisation and resources and with the best professional diligence and
technologies available and in accordance with the terms and conditions of the Contract, using qualified
personnel who are able to fulfil the contractual activities. The provisions of Article 15 shall apply.
• The Supplier also undertakes to comply strictly with all the regulations in force at the Enel premises
to which he has access;
• to notify ENEL immediately of anything that could present an actual or potential risk;
• to ensure that his personnel act in an orderly and appropriate manner at all times, when on ENEL
premises, and to remove and replace anyone who fails to meet this obligation (also at the request of
ENEL);
• to take all the necessary measures and precautions to avoid damage of any kind (tangible, intangible,
direct or indirect) to persons or property. The Supplier shall be responsible for all works needed to
remedy any damage caused, and to pay compensation for any losses caused to ENEL or third parties
by his own personnel or other workers involved in executing the Contract;
• to indemnify ENEL in respect of any costs that may derive from any legal action by a third party
related to the Contract in any way;
• to use personnel with valid contracts of employment, and to pay his workers all the wages, salaries,
fiscal, welfare and social security contributions required by law and by the applicable collective
agreements;
• to inform ENEL promptly of any changes to the information sent in relation to his shareholders and
corporate organisation;
• to indemnify ENEL at all times against any claim by the owner or licensee of patents, trademarks,
licences, designs, models and other works of intellectual property used in connection with the
Contract.
In the event of a verified breach of the above obligations, ENEL may legally terminate the Contract (also
pursuant to Article 1456 of the Italian Civil Code).
4. SUPPLIER'S HEALTH AND SAFETY OBLIGATIONS
The Supplier shall comply with all laws in force relating to health and safety in the workplace. The Supplier is
solely responsible for the actions of his own personnel and of persons used by him in any way in connection
with the Contract.
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Throughout the duration of the Contract the Supplier shall ensure, on behalf of all personnel used in
connection with the Contract:
• that the insurance required by law for personnel has been taken out;
• that he has properly complied with all regulations on pay and social security contributions for the
personnel engaged in the Contract, and shall provide evidence to ENEL on request (by producing and
sending a copy of the Libro Unico (payroll register) and a copy of all payments made, etc.).
• that all the personnel used in connection with the contractual activities can be identified, in the
event that contractual or legal checks are carried out.
The Supplier shall also inform ENEL, before starting the contracted activities, whether or not any third
parties will be used to complete part of the contracted activities (if permitted or authorised by ENEL) and
shall provide the names and addresses, welfare and social security provisions etc. of all workers employed in
the performance of the Contract.
During the works the Supplier shall inform ENEL of any changes to the personnel employed in the
performance of the Contract.
ENEL reserves the right to verify compliance with the above obligations at any time.
In the event of a verified breach of the above obligations, ENEL may legally terminate the Contract (also
pursuant to Article 1456 of the Italian Civil Code).
If subcontractors are used for part of the activities the Supplier shall incorporate into the subcontracts the
obligations stipulated in these General Terms & Conditions and gives a specific undertaking pursuant to
Article 1381 of the Civil Code, for the proper compliance by said third parties.
In the case of foreign companies supplying, and before work, the Contractor is required to ensure that
people in positions essential (key people) (eg foreman, supervisor, foreman, etc.) Are able to understand
and communicate in the official language of the country or that stated in the contract (written and oral).
In addition, the supplier must have a thorough knowledge of the legislation relating to health, safety at work
and environment in force and on the activities to be performed, and the related documentation to be
submitted to Enel in accordance with the legislation and standards business.
5. TRACEABILITY OF FINANCIAL FLOWS 1
The Supplier accepts all the obligations stipulated in Article 3 of law no. 136 of 13 August 2010 (l Traceability
of financial flows) as amended by Decree Law no. 187 of 12 November 2010, converted into Law no. 217 of
17 December 2010.
In particular, in order to ensure the traceability of financial flows and to prevent criminal infiltration the
Supplier, subcontractors and the beneficiaries of public funding (including EC funds) involved in the Contract
in any way must use one or more dedicated bank or postal accounts held at banks or with Poste italiane Spa
(the accounts do not necessarily need to be exclusive, subject to the provisions of Article 3(5).
All financial transactions relating to the Contract and the management of such funding must be recorded in
the dedicated current accounts. Subject to Article 3(3) above, they must only be made by bank or postal
transfer or using other payment or collection methods able to guarantee full traceability of the transactions.
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This clause only applies to contracts governed by Legislative Decree 163/2006 (Code of Public Works Contracts).
Article 3 above, must only be made by bank or postal transfer or by another means of payment that will allow full traceability.
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The Supplier must provide the competent Administration Department of ENEL with the details of the current
account within 7 days from the date of opening, or, if the account is already open, from the date of first use
for the purposes of this Contract. Within the same period the details and tax codes of the persons authorised
to conduct transactions on the account must also be provided.
In the same way, the subcontractor (through the Supplier) must provide the Contract Manager with the
same details.
If the Supplier or subcontractor becomes aware that another party has not fulfilled the financial traceability
obligations he must inform ENEL and the local police headquarters.
The Supplier also agrees to include, in contracts with subcontracts, similar provisions by which each party
undertakes to comply with all the financial traceability obligations referred to in Article 3 of law no. 136 of
13 August 2010.
If the Supplier is in breach of even one of the obligations stipulated in Article 3 of law no. 136 of 13 August
2010, the Contract shall be deemed terminated immediately, pursuant to Article 1456 of the Italian Civil
Code.
If, in addition to the tender code (CIG) a project code (CUP) is also required, ENEL will inform the Supplier.
The codes must be stated in each transaction.
6. PERSONNEL ASSIGNED TO THE PERFORMANCE OF ACTIVITIES – WORK GROUP
The Supplier shall provide a dedicated work team, whose members shall be selected on the basis of their
specific skill and expertise. Members of the work team may only be replaced by persons with the same skills
and expertise, and always after approval by ENEL.
7. DURATION – CONTRACTUAL TERMS FOR THE PERFORMANCE OF SERVICES
The duration of the contractual activities will be specified in each OrderLetter . The Supplier agrees to be
bound by the terms and conditions of the Order Letter and has taken due account of all the risks and
contingencies related to the contractual services.
If, due to variations in the Contract, there is a change in the scope of certain activities, the related terms and
conditions will be adjusted accordingly, in agreement between the Parties.
Any tacit extension or renewal of the Contract shall be excluded.
8. CONTRACTUAL AMOUNTS AND PRICES
Unless specified otherwise in the OrderLetter , the contractual prices (notwithstanding Article 1664 of the
Italian Civil Code - are fixed and shall not change for the duration of the Contract).
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By signing the Contract, the Supplier confirms:
• that he has been fully informed of the type of services, the location, local conditions and other
factors relevant to the Contract and that all these elements have been duly considered in relation to
all the risks and contingencies that could affect the execution of the services and the determination
of the prices offered;
the profitability of the overall contract prices as suitable for covering the Supplier’s
revenues and all expenses incurred, costs and vagaries inherent to the proper
• fulfilment of the supply specified under the Contract that no reservations may be raised in relation
to the unprofitability of individual prices for any reason whatsoever.
9. INVOICING AND TERMS OF PAYMENT
Invoices shall be valid and accepted by ENEL only if they contain all the information required by the Contract
and if the contractual activities have been correctly performed.
Invoices not marked with the contract number will not be accepted or considered for the purposes of
calculating the date of receipt.
Even if the Contract provides for payment in different currencies, the invoice may only be issued in one
currency.
1. ENEL will return any invoices not marked with any of the mandatory details required by law or by the
Contract.
2. or containing items not authorised by ENEL;
3. or stating amounts in currencies other than the one stipulated in the Contract.
In any case, ENEL will justify the return of the invoices. The original date of receipt will be disregarded in
such a case.
Unless agreed otherwise in the contract, all invoices and supporting documentation must be sent to the
address stated in the Contract.
The Supplier shall issue each invoice in accordance with the terms and conditions of the Contract and after
having obtained invoicing authorisation from ENEL (the invoice must contain details of the amount of work
supplied, reflecting the invoice amount).
On receipt of invoicing authorisation and in accordance with the contractual conditions the Supplier shall
send the full invoice using the online systems (e.g. EDI) which shall guarantee the authenticity and integrity
of the invoice contents.
In accordance with laws on online invoicing the Supplier may send ENEL the invoices created electronically.
This method guarantees the integrity of the data and the unique allocation of the invoice to the issuer.
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The prices must be invoiced according to the terms of the Order/Engagement Letter
Invoices may only be issued after verification and acceptance by ENEL.
Except in cases where a Temporary Group of Companies or the Ordinary Consortium possesses an
independent VAT number, each company in the group or in the consortium is required to issue separate
invoices for all payable sums for work performed, to the purpose of complying with financial traceability
obligations described below in art. 8 “Traceability of financial flows”. Invoices issued by single principal
companies must be submitted to ENEL duly enclosing the related approval of the representative company.
It is understood, in any cases, that in the event of subcontracting or piecework, where ENEL has not
expressly declared that it will proceed to pay directly to the subcontractor or to the pieceworker any payable
sums for activities performed, ENEL shall suspend payment in favor of the Contractor, if the same has failed
to submit, within the time limits set forth in the Law, a copy of receipted invoices of payments issued by the
Contractor to the subcontractor or pieceworker, listing any guarantee withholdings applied.
ENEL reserves, in any case, its right not to issue sums payable to the Contractor if the same fails to produce
the proof of his full compliance with all contractual obligations and/or legal requirements, particularly as
pertains to stakeholder Bodies, employed workforce and third parties in general, and otherwise fails to
comply with the provisions of Article 5 above - “Traceability of financial flows" and of Article 19 "Supplier's l
obligations concerning the fulfilment of tax obligations”.
The invoices must be sent to the ENEL divisions responsible for the technical and administrative
management of the Contract.
Before issuing each invoice the Supplier must ask for approval from the Enel division managing the Contract.
Approval for invoicing will be given after ENEL has carried out any checks required by law or contract, in
order to verify that the services meet the contractual requirements;
The Contractor may not transfer to third parties the right to collect contractual fees, or resort to any form
whatsoever of delegation resulting in the transfer or disposal of credit he may be entitled to.
Invoices will be paid by bank transfer on the third to last business day of the month in which the deadline
stated in the Order/Engagement Letter falls, provided that the invoices are received by ENEL complete with
the invoicing authorisation code. Invoices that do not include the identification details of the invoicing authorisation
shall not be accepted and shall not be considered in determining the date of receipt..
If the date of payment, as defined above, falls on a Monday or Tuesday, payment will be postponed to the
Wednesday (if a working day);
otherwise the day of payment will remain the same.
If payments are delayed beyond the contractual deadline, where the delay is attributable to ENEL, interest
will be due to the Supplier at the legal rate determined as follows:
1 For the first half of the year in question, legal default interest will be charged at the rate in force on 1
January in that year;
2 For the second half of the year in question, legal default interest will be charged at the rate in force on 1
July in that year;
For the rates mentioned in 1 and 2 above, reference will be made to the rates published in the Official
Gazette of Italy, by the Ministry of the Economy and Finance, on the fifth business day of each half-year.
Default interest will start to run from the day after the contractual payment date, with no requirement for
notice of default.
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It is agreed that in all cases of delayed payment, the creditor shall be entitled (without any requirement for
notice of default) to the fixed amount of Euro 40 (forty euro) by way of compensation, subject to proof of
higher losses which may include any debt recovery costs incurred.
10. ANTI-MAFIA LAWS AND SUBCONTRACTING
The Contract must be performed in full compliance with all anti-Mafia laws and regulations.
Subcontracting is not permitted unless stated otherwise in the Order Letter.
However, if part of the contractual services are entrusted to a third party, this does not limit or exclude the
Supplier's contractual obligations. The Supplier remains liable towards ENEL for the performance of the
services and for compensation to any third parties suffering loss or damage during their performance.
Failure to comply with the above obligations - even if attributable to the subcontractor - shall constitute
grounds for termination of the Contract, pursuant to Article 1456 of the Italian Civil Code.
Except as otherwise stipulated in the above-mentioned art. 9 “ Invoicing and terms of payment”, the
Contractor authorized to subcontract a work activity, must pay to the subcontractors all sums due for
activity performed by the same, and submit to the ENEL Unit managing the Contract, within 20 days of the
date of each payment issued to subcontractors, a copy of the receipted invoices related to payments issued
to subcontractors.
11. TRANSFERABILITY OF CREDIT AND CONTRACT
The assignment of credits arising from the contract is permitted only to banks and financial intermediaries
entered in the appropriate registers of LD 1 September 1993, n. 385 and Enel Factor S.p.A.
The notification to Enel of the assignment of credit arising from the contract must be signed by a digital
signature certificate and sent via the address PEC of Enel, stated in the contract, not later than 30 days
before the deadline for the payment of the invoice on the claim assigned.
It is understood that Enel reserves the right not to pay the invoice sold in case the transferee not be in the
possession of the requirements mentioned in the first paragraph of this article.
It's forbidden, by the Supplier, the sale or partial of the Contract.
12. INFORMATION PROVIDED BY ENEL
ENEL undertakes to provide the information necessary for the execution of the contractual activities, at the
Supplier's request. If additional information is required the Supplier shall request it in good time to ensure
timely completion of the contractual services.
13. CODE OF ETHICS, ANTI-CORRUPTION PLAN AND ORGANIZATIONAL MODEL UNDER LEGISLATIVE
DECREE 231/2001
13.1 General information
In managing its affairs and relations the Enel Group refers to the contents of its Code of Ethics, Zero
Tolerance Plan and Organisational Model (Legislative Decree 231/2001), available at
http://www.enel.com/it-IT/governance/.
In conducting his affairs and relations with third parties the Supplier shall base his actions on similar
provisions.
The Supplier hereby acknowledges the obligations assumed by ENEL in its Code of Ethics and undertakes to
meet the legal obligations relating to child and female labour, equality of treatment, the prohibition on
discrimination, abuse and harassment, freedom of association, trade union membership and representation,
forced labour, environmental safety, health and hygiene, and compliance with all current pay, social security,
welfare, insurance and fiscal obligations in relation to any worker employed in any capacity in relation to the
Contract. The Parties agree to apply the ILO Conventions or any more stringent regulations in force in the
country where the works are to be provided.
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In this context, ENEL reserves the right to carry out checks and monitoring in order to verify the Supplier's
compliance with the above obligations and compliance by any subcontractors or other persons employed to
fulfil the Contract. The Contract shall be terminated immediately in the event of any violation of the above
obligations. ENEL is a member of Global Compact and in accordance with the 10th GC principle intends to
pursue the fight against corruption in all its forms. ENEL therefore prohibits the use of promises, offers or
requests for illegal payments in cash or goods, with the aim of gaining an advantage in relations with its
stakeholders. This prohibition extends to all its employees.
The Supplier acknowledges the undertakings given by ENEL and undertakes not to use any promises, offers
or requests for illegal payments in the execution of the Contract, in the interests of ENEL and/or for the
benefit of its employees. If the above obligations are violated, ENEL reserves the right to terminate the
Contract and to demand compensation for damages.
13.2 Conflict of interest
When executing the Contract the Supplier undertakes to have exclusive regard for the interests of ENEL and
warrants that there are no situations that could lead to any conflict of interest in relation to the contractual
activities.
For the entire duration of the Contract the Supplier shall act in such a way as to avoid any conflicts of
interest. Should any situation arise that could lead to a conflict of interest - subject to ENEL's right to
terminate the contract pursuant to Article 1456 of the Italian Civil Code - the Supplier shall promptly notify
ENEL in writing and shall follow ENEL's instructions, after discussing and evaluating the requirements and
justifications presented by the Supplier.
The Supplier shall provide Enel with the signed statement annexed to this document.
13.3 Termination for offences governed by Legislative Decree 231/2001
If it is verified in a definitive court order that the Supplier has committed administrative offences or any of
the criminal offences governed by Legislative Decree 231/2001 Enel shall be entitled to terminate the
contract immediately, pursuant to Article 1456 of the Italian Civil Code, without prejudice to compensation
for any losses caused to any Group company such as the levying of penalties provided for in the above
Decree.
13.4. Declaration under Section D - Offences against the person 2
With reference to the obligations stipulated in Article 13.1 “General information" concerning the protection
of individual rights, the Supplier shall sign the declaration annexed to this document.
2 The declaration is required if the contractor is based in any of the "At Risk" countries (as identified in the Code of Ethics) with low
protection for individual rights, as defined by the accredited bodies (FTSE4GOOD); Contractors using unqualified labour from non-EC countries who do not already have a business relationship with the Enel Group;
Contracts with internet providers relating to the supply of digital content.
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13.5. Non-disclosure declaration and rules on the use of Enel computer systems
The Supplier undertakes to comply with the obligations provided in the Annex to this document. The
Supplier shall also provide Enel with the declarations (duly signed) contained in the same Annex.
14. PERFORMANCE OF SERVICES
Subject to the application of the foregoing Article 4 "Supplier's Obligations", the Supplier must, at his own
expense, do all things necessary to ensure that the services are performed in accordance with the provisions
of the Contract and shall observe the indications given by ENEL in this regard.
If required in the contractual documents the Supplier must compile and deliver a progress report to ENEL.
ENEL may, at any time, check the contents of the progress report in order to verify fulfilment of the
contractual obligations.
15. TERMINATION AND DISCHARGE BY BREACH
Without prejudice to any other provisions of the contract and subject to any other cases of termination
referred to in these Terms and Conditions, Enel may terminate the Contract if the Supplier finds himself in
any of the following situations:
• subcontracting without prior authorisation, of all or part of the contractual services, or assignment
of the Contract;
• non-performance of all or part of the services by the deadline (including interim or partial deadlines)
stipulated in the Contract;
• non-compliance with the terms and conditions stipulated in the Contract;
• suspension, slow work or non-performance of any part of the contractual services;
• the violation of any of the provisions of the Enel Group Code of Ethics or the obligations stipulated in
the Organisational Model (former Legislative Decree 231)
• failure to comply with the directions and instructions given by Enel in relation to the contractual
services;
• discovery that the Supplier has not used a bank or postal transfer or a method that allows full
traceability of financial transactions, if required in the provisions applicable to the Contract.
In all cases of termination Enel reserves the right to compensation for all losses suffered and in particular
reserves the right to demand the reimbursement of any higher costs incurred, deriving from poor
performance of the contractual services.
In all cases of non-performance, ENEL, at its sole discretion, may set the Supplier a deadline for performance
of not less than fifteen days (by registered post). The above deadline may be reduced depending on the
subject matter of the Contract.
In case of non-compliance within the deadline, ENEL, without prejudice to the right to terminate the
Contract (Article 1454 of the Italian Civil Code) may have the works completed directly, using its own or a
third-party organisation.
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In such a case the Supplier shall only be entitled to payment for the duly completed works, recorded in a
progress report to be drafted jointly, after the amount due to the Supplier has been offset against the
amount of any penalties or higher costs or damages relating to early termination such as the costs relating to
the new contract with a third party or the direct execution of the works.
Execution by a third party shall not liberate the Supplier from his responsibilities relating to early termination
of the Contract.
16. WITHDRAWAL
ENEL may, under Article 1373 of the Italian Civil Code, withdraw from all or part of the Contract at any time,
whatever the progress of works, by sending a notice of termination to the Supplier, by registered post.
In such a case, ENEL will inform the Supplier of the works to be completed, and which are to be stopped
immediately.
The works duly completed by the withdrawal date will be paid in accordance with the contractual rate.
The Supplier shall have no right to compensation for damages in the case of withdrawal by ENEL. For the
interrupted works and those not performed, the documented expenses for commitments already accepted
and not revocable without financial loss, or the documented amount of the loss itself if more beneficial to
ENEL, will be reimbursed.
The non-disclosure obligations referred to in the specific article will remain in force even in the case of
withdrawal.
17. CONFIDENTIALITY AND DATA PROTECTION
All elements that Enel makes available (verbally, in writing, electronically or otherwise) for the purpose and /
or during the execution of the contract, as well as documents, information, knowledge (regardless of how
they were collected, produced or developed in relation to the contract) may be used exclusively for the
execution of the contract and are confidential.
These may not be published or disclosed without obtaining the express written permission of Enel, except in
cases where the supplier is obliged by a legal obligation or where a state of public authority or is not legally
enforceable against the refusal.
Further information can be considered as made available by Enel (and the Supplier may disclose). These
details include all possible information made available to the Supplier by the directors, managers,
employees, subcontractors Enel or its affiliates (and its directors, managers, employees, subcontractors) that
have been available or have been involved in this volume ( "Representatives of Enel").
For the purposes of this document, it means:
- Affiliated with the term, any company or firm controlled by ENEL or by ENEL together with others, at a time
when the information is made available and until such control exists;
- The term "control" means the ability - direct or indirect - to direct corporate strategy and all cases in which
any company Enel owns or holds, directly or indirectly, more than fifty percent (50%) of the capital equity or
voting securities, or in cases where there are no other interests in any other company to which Enel can be
seen as the "controller" of the association.
The information that must remain confidential include those concerning Enel or products / samples /
technical specifications of ENEL, that may have been made available to the Supplier by ENEL or by
representatives of ENEL in the performance of the Contract. It is understood that the Supplier, without
permission in writing by ENEL: (i) can not in any way copy, reproduce, translate, modify, adapt, develop,
dismantle, break down, perform reverse engineering (or, any operation which is designed to extract the
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source code) - either completely, partially - from such products / samples / specifications, and (ii) shall
ensure that the prohibitions described above are also respected by the "Representatives of the Supplier".
This prohibition of disclosure applies also to the documentation of economic, financial, and technical,
strategic plans, processes, patents, licenses, or other information that one of the Parties have provided on
the execution of the Contract.
They are excluded from the requirements of confidentiality, the following information:
(A) information that becomes generally available to the public as a direct or indirect consequence of a
breach of confidentiality obligations;
(B) information that the Receiving Party can prove that they already have before or at the start of the
Contract;
(C) information that the Receiving Party can demonstrate that it has received from third party not subject to
a confidentiality agreement.
Besides ensuring the completeness of the information and data, the Supplier (s) must limit the disclosure of
confidential information only to the Representatives who have a real need for them because of their
involvement in the execution of the Agreement; (Ii) will force Representatives of the Supplier to strictly
abide by the confidentiality obligations described in this article; (Iii) shall be liable for any action or omission
by the representatives of the Supplier to cause or provoke a breach of such confidentiality obligations. The
acquired information and data can be used / the sole purposes of execution of contractual activities. ENEL
reserves the right to take legal action to defend its interests in the event of a breach of confidentiality.
The Supplier is obliged to create and manage logical and physical data - using the best available techniques
and international best practices that ensure the protection of data against destruction, manipulation,
unauthorized access or reproduction and, at the end of validity of the Contract, to return all data,
documents and information provided / s ENEL or otherwise in its possession to perform tasks, in addition to
destroying all copies and archives, unless otherwise authorized in writing received by ENEL.
Unless otherwise provided in the Agreement, the two parties will have to ensure the absolute non-disclosure
of information during the execution of the Agreement and for a period of 5 years after its conclusion, except
in cases where it is necessary for the execution of contract or when such disclosure is required by law or by a
Public Authority. Where such disclosure is necessary, the Party to which he is required to disclose
confidential information shall communicate this request immediately to the other Party (where legally
possible) so that it can take all actions necessary to protect its rights. The Parties shall disclose only that
information which is required by law and will endeavor to obtain a statement to ensure that those who
receive such information will keep confidential.
If the information in the documentation of or related to this contract are defined by ENEL as "strictly
confidential", must apply the following rules:
- The password for access to any computer systems must be strictly individual, kept secret and changed
every 60 days;
- Access to information systems should be limited to instruments of software / tools provided specifically for
the execution of the necessary activities;
- You 'may not use network services and tools link for purposes not covered by the activities to be
performed;
- Transactions carried out using computer systems of ENEL should not be in violation of the applicable local
law;
- The workstation used (both fixed and mobile) should not be connected to the Internet services other than
those provided / approved by ENEL and must have antivirus software required. And 'necessary to take all
possible measures to prevent the spread of viruses, malware and other software that may cause offense
outages or loss of data;
- Any e-mail accounts, file storage or communication platform (including social networks) must be provided
or authorized explicitly by ENEL;
- 14 -
- Sensitive data should be stored, transmitted or deleted using a suitable encryption software;
- And 'forbidden to make changes to the system configuration to avoid security checks.
The Parties shall agree in writing the content, the medium and the date of publication of any newspaper
articles, news and press releases of any kind, covering the Contract or questions / information related to it.
The non-disclosure does not apply to information that is in the public domain before the conclusion of the
Agreement, or that become significant at any time thereafter, if not due to a breach by either party of the
obligations of non-disclosure.
If ENEL authorizes in writing subcontracting or assignment of the Contract, the Contractor shall obtain a non-
disclosure agreement with the same content of this article.
The Parties acknowledge and agree that any damages may not be sufficient compensation for the violations
referred to in this article and that the Party facing such violations have the right to try to get a different or
additional remedy or prevent a possible breach threat of such a violation. This form of remedy will not be
considered the only possible, but in addition to all other rights and remedies available under the Applicable
Law. In case of violation of the obligations of confidentiality ENEL has the right to terminate the Agreement
as well as the right to take any action aimed at obtaining compensation for damages.
With reference to the above, ENEL reserves the right to make periodic checks, with special attention to the
security measures applied in cases where there is information considered and / or classified as confidential
by ENEL.
At any time, if required by ENEL, the Supplier shall return or destroy, or to return or destroy by his
representatives, all copies of confidential information in writing or otherwise tangible in its possession or its
representatives; Furthermore, the Supplier will make all reasonable efforts or will do its representatives all
reasonable efforts to return or destroy any linked data, stored in electronic format, and will confirm the
destruction of such ENEL within fifteen (15) days of the request .
Each Party acknowledges and agrees that the confidential information is and remains the exclusive property
of the disclosing Party and its Representatives. Nothing contained in this Agreement may be understood -
unless it is expressly provided for and indicated in writing - as granting or conferring any license fee, either
expressly or implicitly, or else on a possible intellectual property of the Party disclose, such as but not limited
to the rights of the Party that discloses in terms of patents, copyrights, inventions, discoveries or
improvements made, conceived or acquired, both before and after the execution of the Contract.
18. PRIVACY POLICY STATEMENT
Under Legislative Decree 30/6/2003 no. 196 as amended (Italian Personal Data Protection Code), personal
information obtained during the Contract procedure, and information used for purposes strictly related to
the management and execution of the Contract or to execute legal obligations or for the promotion of
business services shall be gathered and processed using automated means and in print.
The information will be retained for the duration of the Contract and thereafter, for a period of time not
exceeding the time prescribed by laws in force.
• the acquisition of requested data, as and when, for purposes related to the stipulation and management
of the Contract is an essential condition for the establishment and fulfillment of contractual
relationships. Refusal to consent to the processing of said data shall result in the impossibility to
stipulate and execute the Contract; Data acquisition for the promotion of commercial services shall be
optional;
• the personal data acquired, as well as the data processed, must be notified to Companies subject to
management and coordination of Enel S.p.A. or associates thereof and shall not be notified/disclosed to
third parties except where permitted by law. Furthermore, the personal data acquired, as well as the
data processed, may also be subject to disclosure to third-party companies appointed, as data
- 15 -
processors, to carry out monitoring of the documentation relating to the Contractor;
• if the Contractor (and/or other parties concerned, such as proxies, contract referring persons, etc.) is an
individual entity, he has the right to exercise, in regards to the existence and processing of its personal
data, the rights provided under art. 7 of Legislative Decree no. 196/2003, and subsequent amendments;
• the data processing controller is understood to be the Commissioning Company of the ENEL Group,
represented by its temporary legal representative;
• the data processor in question is the pro-tempore Head of the Procurement Area of Enel Italia Srl,
headquartered in Viale Regina Margherita 125 - 00198 Rome.
3By signing the Contract the Supplier agrees to be appointed, pursuant to Legislative Decree no. 196 of 30
June 2003 (Italian Data Protection Act) as the external responsible for data handling, exclusively for the
operations needed to execute the Contract, to which reference shall be made with regard to the scope and
timeframe of responsibility for the use of personal data. The Supplier undertakes to carry out the operations
in accordance with the obligations imposed by the above law and the instructions issued by the client Enel
Group company who shall monitor prompt compliance with the above instructions, also by means of
periodic inspections.
3 The above clause shall also apply to contracts involving the Supplier's use of personal information held by the client
Enel company, such as client or supplier details etc.
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Given that the Data Processor, in relation to the stated experience, capabilities and reliability, has provided
an appropriate guarantee of full compliance with data protection laws, his tasks and responsibilities are
listed below (non-exhaustive list):
- personal information must be handled legally and fairly, exclusively for purposes related to the
Contract, in full compliance with the rules of law and the guidelines and instructions given by the Data
Protection Authority;
- the security measures stipulated in Part I, Title V of the Code and the related technical and preventive
measures must be adopted and observed. Appropriate assistance must be given in implementing said
measures in order to guarantee the confidentiality and safety of data, and to minimise the risk of
destruction or accidental loss;
- information relating to execution of the contract, and any basic details provided by the Controller must
be archived with access restricted to the personnel appointed by the data controller, in accordance with
the instructions given by the Controller;
- the necessary work instructions must be given, and the Contract personnel operating on the Data
Processor's premises must be adequately trained (they will be considered " persons in charge of the
processing" and must observe the requirements of Legislative Decree no. 196/2003, with particular and
specific attention to the prohibition on the illegal disclosure and communication of data, and any other
instructions given by the Controller;
- the Controller must be informed of any request to access the data by the data subjects, and any orders
received from the Data Protection Authority or the Judicial Authorities and any inspections carried out
by such authorities in relation to the contractual information.
Finally, the Data Processor shall indemnify the Controller in respect of any claims for damages made by a
third party in relation to the violation of obligations deriving from this article, or from the provisions of data
protection laws and regulations.
This appointment in charge of the treatment will be supplemented with a separate, more detailed note
attached to the contract and will be withdrawn automatically at the end of the contract or termination for
any cause of the same.
19. SUPPLIER’S OBLIGATIONS CONCERNING THE FULFILMENT OF TAX OBLIGATIONS (PURSUANT TO
LAW 134/2012 AS AMENDED BY DECREE LAW N. 69 OF 21.06.2013, CD “DECRETO DEL FARE”)
OMISSIS 4
20. SUBCONTRACTOR'S 19. SUPPLIER’S OBLIGATIONS CONCERNING THE FULFILMENT OF TAX
OBLIGATIONS (PURSUANT TO LAW 134/2012 AS AMENDED BY DECREE LAW N. 69 OF 21.06.2013, CD “DECRETO
DEL FARE”)
OMISSIS 5
21. OWNERSHIP OF DOCUMENTS
Enel reserves full ownership of all the knowledge resulting from the activities listed in the Order Letter .
It is expressly agreed that all the products of the activities will be the exclusive property of Enel, together
4 The arrangement referred to in this article is eliminated under abrogation ex art. 28 of the Decree of 21 November
2014, n. 175, which deleted the art. 35, paragraph 28 to 28b of Decree No. 223 04/07/06 04/08/06 converted into Law
No. 248. 5 The arrangement referred to in this article is eliminated under abrogation ex art. 28 of the Decree of 21 November
2014, n. 175, which deleted the art. 35, paragraph 28 to 28b of Decree No. 223 04/07/06 04/08/06 converted into Law
No. 248.
- 17 -
with the right to use them for any purpose.
22. COMMUNICATIONS BETWEEN PARTIES - CONTRACT MANAGER
Any communications between ENEL and the Supplier in relation to the Contract shall only be deemed valid if
made in writing to the persons indicated as Contract Managers.
The Supplier must promptly inform ENEL of any changes to the data (such as VAT number, address, company
name, contract manager etc.) and any changes to the shareholder/ownership structure.
Failure to communicate the above information may result in payments of outdated invoices being
suspended.
23. SAFETY CLAUSE
For ENEL, health, safety and mental/physical wellbeing is not only a legal obligation but also a moral
responsibility towards all personnel and contractors' staff. ENEL's objective is to achieve a "Zero Accident"
workplace. No work can be carried out at ENEL if safety is compromised. For this reason any risky situation
or unsafe actions will result in works being suspended until safe conditions have been restored.
ENEL is committed to building a health and safety culture by promoting greater awareness of risks and by
encouraging everyone who works with, and for the company to act responsibly.
ENEL's health and safety policies can be viewed at:
http://globalprocurement.enel.com/it-IT/documents/documentation/safety/
Contractors must act in accordance with the above principles, in all their business activities.
24. JOINT LIABILITY – MASS CONTROLS
24.1. Safeguarding clauses6
The Contractor, in relation to all his employees, whose performance pertains to the work activity
inherent to the subject matter of the Contract, agrees to:
1. apply regulatory standards and wage rates on par with those resulting from the National Collective Labor
Contract underwritten by major Labor and by integration territorial and/or corporate agreements
related to the competent business sector, in force at the time and in the territory in which work activity
is being performed;
2. comply with applicable tax regulations – including quotas for TFR – and ensure and warrant the proper
management and payment of income tax withheld on permanent employement as per applicable
legislation, payment of VAT, as well as duly comply with obligations pertaining to insurance, wages,
social security and of any other kind, in accordance with applicable laws, regulations and directives;
3. comply with applicable regulations in force related to occupational health and safety, ensuring
compliance with working time regulations (in particular, hours of work, daily and weekly rest periods)
and employ for the execution of this Contract adequate and qualified personnel in relation to the work
activity to be performed;
4. ensure that all personnel wear the mandatory identification badge at all times, pursuant to applicable
regulations The Contractor, in pursuance of art. 1381 of the Italian Civil Code, agrees to ensure that said
requirement is complied with by any and all independent workers or subcontractor personnel, and to
verify that said badge is worn by all his employees, as well as all independent workers and personnel
employed by subcontractors;
6 The provisions of this article apply to contracts for works, services and supply/installation.
- 18 -
5. apply, to any and all personnel employed in the assignment, contractual terms and procedures
consistent with the work activity required and effectively performed, in compliance with applicable
regulations on this matter;
6. ensure the invariability of financial compensation for workers rehired by the Contractor relieving the
contract, applying equal economical and regulatory conditions set forth by the National Collective Labor
Contracts pertaining to the specific sector stipulated by major representative Labor Unions or resulting
from collective agreements stipulated with major representative work associations 7
24.1.1. Sending of documentation
All the documentation described in the subsequent clauses shall be submitted to ENEL by accessing the
“Joint Liability System” (so-called “SCRS”) at the following address (the related Technical Attachment
contains additional details): https://www.ENEL.intesa.it/ENELRS
ENEL reserves the right to:
• communicate via PEC, by proper notice, with at least 30 days in advance, any modifications of the
documents list indicated below and/or of the modalities in which the information/documentation
requested should be provided;
• to carry out all the checks referred to in the following points 42.2 and 42.3. In case of failure of the
check, Enel reserves the right to terminate the contract pursuant to article 1456 cod. civ., and to undertake
any other action to protect its interests.
24.2. Pre-checks (prior to performance of contract)
In compliance with applicable regulations on the issue of personal data protection, prior to commencing the
performance of work activity inherent to the subject matter of the Contract, in relation to all the workforce
employed in Contract assignments (including any and all insourced personnel, seconded workers from a
company other than the one awarded the contract or subcontract, as well as any an all temporary workers)
the Contractor is required to connect to the dedicated computing platform and to insert into the SCRS
system the proper attachment B1 – which is an essential part of the Contract - duly filled out in its entirety
and providing all documents specified therein 8.
In the event of subcontracting, the Contractor shall produce the same documentation pertaining to the
workforce employed by the subcontractor.
It is understood that the Contract shall be deemed effective only after the documentation has been
submitted.
The Contractor is, furthermore, required to promptly notify ENEL about any changes related to the
workforce (e.g. layoffs, hiring and new assignments in connection with activities inherent to the Contract)
consequently updating the sheet contained in attachment B1. For each new addition to the workforce, the
related documents must be submitted as specified in the aforementioned attachment B1.
Access to the premises shall be granted solely to personnel whose presence has been previously notified,
and subject to the submittal of documentation certifying the above-mentioned requirements
24.3. Periodic checks
In compliance with applicable regulations on the issue of personal data protection, prior to the payment of
each installment of the Contract total sum and of the final outstanding balance, the Contractor is r equired
to submit the following documentation, certifying the fulfillment of obligations pertaining to wages,
insurance and social security on his part and, if seconded personnel is employed, on the part of their
respective employer.
The documentation must pertain to the workforce employed in Contract activity and must refer to the term
prior to the payment of the first installment of fees payable as per Procurement Contract.
In the event of subcontracting, the Contractor shall produce the same documentation described in the
above-mentioned point pertaining to the workforce employed by the subcontractor.
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The following documentation must be submitted:
a) single insurance contribution payment certificate (DURC), if not previously acquired by Enel;
b) copies of duly receipted F24 form (that is, with attached receipt of satisfactory electronic filing of the on-
line F24 form) related to monthly payments prior to the month in which payment is due for installment/fees
payable as per Procurement Contract;
c) self-drafted affidavit (ex art. 2 and 47 of Presidential Decree 28 gennaio 2000, n. 445) described in the
form annexed to the Contract (attachment C1) signed by the Contractor's legal representative jointly with
the photocopy of a valid identity document of the subscriber .
d) As an alternative to the documents specified in letters b) and c) certification by a professional8 described
in the attached form (attachment D1), with a photocopy of a valid identity document of the subscriber.
It is understood that the acquisition of the above-mentioned documents by ENEL shall in no way whatsoever
constitute a limitation of the Contractor/subcontractor's responsibility in the event of failure to comply with
his obligations in the matter.
In the event that the Contractor is found to be in breach of his obligations pertaining to wages, insurance
and social security in relation to the workforce employed by the same in the execution of the Procurement
Contract, or if ENEL deems, at its sole discretion, that the contractual terms and procedures applied to the
personnel employed in the assignment are inconsistent with the work activity concretely performed, ENEL
shall be entitled to terminate the Procurement Contract itself, in pursuance of and by effect of art. 1456 of
the Italian Civil Code.
24.4. Enel's right of inspection (random checks)
In compliance with applicable regulations on the issue of personal data protection, the Contractor is
required to allow to ENEL to verify the fulfillment of obligations pertaining to wages, insurance and social
security . In addition to the above mentioned checks, Enel reserves its right to make further checks on health
and safety at work, and on the compliance with applicable Law and Contract provisions (including working
time regulations).
Said checks may be executed directly with personnel authorized by ENEL (which shall therefore have access
at all times to the sites or areas where work activity is being performed) or by requesting the Contractor
Company to produce all appropriate documentation. For example, it could be carried out the check on
compliance with the obligation of showing the identification badge as set forth in the legislation in force, or
could be required a copy of the single labor document containing vital statistics, wages/ social security
information and monthly presences, time card (or weekly record of presences on-site) signed by the
employee, or an equivalent instrument of presence control and recording, DURC, receipt of submittal of the
Uniemens form containing the progressive number of transmission, file name, data contained in the
transmission, therewith including the DM10 generated by INPS automated procedure, as well as a copy (if
one hasn't yet been filed) of the mandatory pre-emptive notice of hiring, or a copy of the notification
submitted to INPS/INAIL and to the Special Construction Workers Fund, a copy of the receipted F24 forms,
etc...
It is understood that failure to request a check by ENEL shall in no way whatsoever constitute a limitation of
the Contractor's responsibility in the event of failure to comply with his obligations in the matter.
24.5. Building site clause (if applicable)
In full compliance with all applicable Law on the subject of personal data protection, concerning all the
undertakings present in the work site (herein including subcontractors) - and also to the purpose of the inspections
specified in the above-mentioned point 42.4. “ENEL Inspection rights” - the Contractor is obliged to produce on the
work site location all the documentation that employers are required to hold and update in accordance with applicable
regulations, such as, for example:
• single employment ledger with sole reference to the workforce employed in on-site activity, updated as and
when new personnel has access to the work site;
• for all non-EU workers, the Contractor must produce their respective residence permit;
• updated Injury medical care report;
• hiring notifications, if any;
- 20 -
• single insurance contribution payment certificate (DURC) (if not filed in the official records by ENEL as a matter
of course) which must be updated monthly;
• documents certifying basic training related to workplace health and safety prevention, completed by
personnel employed on the work site;
• documents related to the provisions set out in Legislative Decree 81/2008 concerning Contractor-owned
machinery on the work site, the Operational Safety Plan, and the plan for assembly/dismantling of scaffolding.
24.6. Guarantee of performance In the event of non-compliance with the aforementioned obligations described in the above-mentioned
points 24.3, 24.4 and 24.5, or in the event of violations emerging from submitted documentation, ENEL is entitled to
terminate the Contract pursuant to and by effect of art.1456 of the Italian Civil Code, as well as to take all necessary
action to protect its interests.
The Contractor shall bear, by underwriting a specific insurance policy, all those damages for which his
employees are not indemnified by I.N.A.I.L.. (art. 26, comma 4 Legislative Decree 81/2008); he shall also ensure that
similar provisions are included in contracts which may be stipulated with subcontractors.
24.7. Payments
Enel shall pay the amount due upon the Contractor submitting the documentation set forth in the Contract, including
the one provided for in the foregoing items regarding inspections.
It is understood that any delays in the submittal of such documentation shall not result in the accrual of interests in
favour of the Contractor.
24.8. Subcontracting
The Contractor shall undertake to include in the contracts with subcontractors all obligations set forth in the
foregoing paragraphs (from 24.1 to 24.7). In accordance with art. 1381 of the Italian Civil Code, the
Contractor shall undertake to comply with such obligations by third-party subcontractors. Upon request by
Enel and without prejudice to the provisions of the foregoing paragraph 42.3., the Contractor shall commit
itself to deliver all documentation appropriate for certifying regular payments and social security
contributions of employees working in the subcontracting company, and shall inform Enel regarding any and
all objections which may be raised by the Subcontractors’ employees. With reference to work sites, the
Contractor shall also include in the contract with the sub-Contractor, the power of exercise by Enel of direct
inspections on the documentation to be permanently stored on sitein accordance with the foregoing
paragraph 42.5 (work site clause).
The Contractor shall indemnify and hold harmless Enel against any property claims brought forward by its
employees and those working on behalf of the subcontracting company, which may arise out of the non-
compliance with contractual, insurance and social security obligations.
24.9. Privacy
Subject to the provisions of the clause on the processing of personal data in the previous article 18, and
integrating the same, Enel informs the Supplier that the processing of personal data relating to employees of
contractors and subcontractors if necessary (including access control at construction sites ) it is made
exclusively for the purposes connected with the contract and with the legal regulation concerning measures
to combat tax evasion and avoidance and the black economy and to promote safety in the workplace. These
data are processed in printed and automated are kept for a period of time no longer than necessary for the
purposes for which it was collected and subsequently processed taking into account respect of limitation
periods, subject to requirements of preserving the scriptures accounts referred to existing laws and future.
It is the responsibility of the contractor / subcontractor cater to inform interested parties and obtain, when
due and / or required by the company ENEL Group Client, the necessary consents to the processing of
personal data necessary for the purposes mentioned above.
In the event of subcontracting the Supplier agrees to incorporate into contracts with subcontractors the
obligations referred to in this paragraph 24.9 "Privacy". The Supplier shall specifically, pursuant to art. 1381
cc for the exact fulfillment of the obligations by third subcontractors.
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25. PROFESSIONAL’S INSURANCE OBLIGATIONS 7
In accordance with the provisions of Article 5 of Presidential Decree 137/12, the professional must take out
appropriate insurance to cover losses caused to Enel as a result of his professional activity, including the
custody of documents or valuables received by Enel.
When accepting the mandate the professional must provide Enel with details of his insurance, the maximum
cover and any changes, by producing a copy of the insurance certificate (which must show the policy
number, insurer, activity of the insured, effective period, maximum cover, deductibles and exclusions) and a
copy of the receipt confirming payment of the premium.
The policy must have a duration at least equivalent to the duration of the mandate.
The professional must also provide appropriate documentation to confirm renewal of any expired insurance,
or certificates confirming replacement cover, and must also promptly provide all the payment receipts.
The existence, validity and effect of the insurance policies referred to in this article are essential conditions,
and therefore if the professional is unable to prove his insurance at any time, Enel may terminate the
contract pursuant to Article 1456 of the Italian Civil Code.
26. JURISDICTION
Unless stated otherwise in the Contract, the Contract shall be governed by the laws of Italy and the court of
Rome shall have jurisdiction over any disputes between ENEL and the Supplier .
27. TAXES
All the taxes, duties and fiscal obligations relating to the subject matter of the contract shall be paid by the
Supplier, except for those that ENEL is required to pay by law.
28. SIGNATURE OF CONTRACT
The Contract shall be deemed executed and binding subject to the receipt and verification of all the
contractual documentation, which must be signed and sent together with the Order Letter .
7 This clause applies to contracts with consultants practising a "regulated profession" as defined in Presidential Decree
137/2012, Chapter I, Article 1a). A regulated profession is considered as any activity or group of activities that which
may be pursued only after registration with associations or colleges, contingent upon possession of professional
qualifications or verification of specific professional skills.
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ANNEXES ON MASS CONTROLS
- 23 -
ANNEX B1
Number Surname and name (§) Tax code Percentage of
time spent on
contract
Type of works
contract (^)
Employer Level and
qualifications
CCNL (national
collective
agreement)
Date of hiring Company INPS
(national
insurance)
register, or
records of
other welfare
funds
Local insurance
status
(P.A.T. ) INAIL
Changes
()
I (Incoming) U
(Outgoing)
Date of change
Total workers:
The following documents are enclosed:
� a copy of the employee register (LUL) kept in accordance with current regulations (relating only to general details, excluding data on pay and attendance records),
signed by the company's legal representative;
� copies of the mandatory online communication (UniLAV) or a copy of the declaration sent to INPS/INAIL and the construction workers' welfare fund when the
contract of employment was started. For workers on secondment, copies of the secondment letters and a copy of the mandatory online communication. For
temporary workers, a copy of the temporary contract.
� If not already automatically obtained by Enel, the up-to-date declaration of payments (DURC ) or other certificate issued by INPS, INAIL or other social security fund;
� a declaration of the average annual workforce, with a breakdown by category, and a declaration relating to the collective agreement made with the trade union most
representative of the permanent employees.(%)
, ________________________ (date)
__________________________________
(Signature of contractor/subcontractor)
_____________________ (§) If non-EC nationals on secondment are working on the Contract, appropriate documentation must also be provided to confirm that they meet the legal requirements for working in Italy (e.g. permit of stay, certificate of no impediment
etc.).
(^) If contracts other than permanent contracts of employment are used, the Contractor must state the type (secondment agreement, temporary contract, project work etc.), its start date and duration, and if the Contractor is not the
employer he must also state the name of the employer, specify the type of contract, and include this information in the other items in the table (to be completed with reference to the actual employer).
() To be completed if there are changes to the workers on the Contract: enter “I” for workers included on the contract (and not included in the initial or subsequent lists) or “U” for outgoing workers (included on the initial or subsequent
lists but no longer working on the contract), stating the effective date of change in the next column.
(%) This is only required for works covered by Title IV (temporary or mobile sites) of Legislative Decree no. 81/2008, in accordance with the provisions of Article 90 of the above decree. (“Declaration of average annual workforce, with a
breakdown by category together with the details of new workers reported to INPS, INAIL and the construction workers' fund, and a declaration relating to the collective agreement made with the trade union most representative of the
permanent employees”).
ANNEX C1
SELF-DECLARATION
(Articles 2 and 47 of Presidential Decree no. 445 of 28 December 2000).
The undersigned____________________, born in _____________, on __________, tax code ____________, legal representative
of ______________, headquartered in ___________________ as contractor/subcontractor in the Contract of
(:)____________________, made with____________________, dated ____________________, aware of the criminal penalties
applicable in the case of false declarations or the use of false documents mentioned in Article 76 of Presidential Decree no. 445
of 28 December 2000).
DECLARES:
1. that all wages and all social security and insurance contributions, severance pay provisions (even if transferred
to a supplementary pension scheme) and withholding taxes have been paid on the earnings of employees, for the
persons listed below, working on the contract for the period between (dd/mm/yyyy) …and…(dd/mm/yyyy)(*).
month and year of reference…(mm/yyyy)(^)
Name and
surname of worker Tax code
Gross monthly
pay
Total social security
contributions
Total insurance
contributions due (&)
Severance pay
provision
Total
income tax
deductions
Total
month and year of reference…(mm/yyyy)
no.
List of payments and F24 forms (to be enclosed)
dd. month year Total Receipts
/_ /_ €
no. dated
dd. month year Total Receipts
/_ /_ €
no. dated
2. The DURC certificate also refers to persons employed on the contractual works or services.
, ____________ (date)
________________________________
(Signature of legal representative of contractor/subcontractor)
Attach photocopy of valid ID card
Use of personal data
Under the terms of current data protection laws, you are informed that the data will be used by Enel/the Contractor in
accordance with the conditions of the works contract/subcontracting agreement, and for the purposes stated therein. Under the
above laws, the data subject may ask for access to data concerning him/her, and may request the correction, integration or if
necessary the deletion or blocking of such data.
(:) enter contract ID code
(+) Art. 76(1) and (2) of Presidential Decree no. 445 of 28 December 2000: "1. Anyone issuing false declarations, producing false documents or using them in the
cases mentioned in this Act shall be punished in accordance with the Penal Code and other applicable laws. 2. The production of a document containing false
information equates to the use of a false document".
(*) Enter the period of execution of the works contract relating to the months prior to the one in which the payment of the remuneration/contract instalment,
falls;
in the case of a final balance, the declaration must also relate to the last month of execution.
(^) The schedule should be completed with details of the payments for each of the months indicated in the reference period.
(&) Indicate the INAIL premium allocated for each worker in each month, to be paid on a self-liquidation basis.
ANNEX D1 (ALTERNATIVE TO C1)
SWORN DECLARATION OF PROFESSIONAL
I the undersigned________________,________born in________________,________on________, tax code ________, resident
in________, (Street)________no. ________postcode________,
� manager of the fiscal team at the ............. centre referred to in Article 35(1) of Legislative Decree no. 241 of 9 July 1997,
located in ……………………..
� licensed to practise the profession referred to in Article 3(3)a) of Presidential Decree no. 322 of 22 July 1998, as
a member of the Roll/College of ________ the Province of________ at no. _, or in Section A/Section B of the Roll ……., with
offices in
in relation to the contract of works/subcontracting agreement (:)________the contractor/subcontractor ………… stipulated
on _______, between Enel/Contractor and
HEREBY SWEARS
that the Contractor/subcontractor has paid the salaries and has correctly paid the social security and insurance contributions,
severance pay (even if transferred to a supplementary pension scheme) and withholding taxes relating to the following
employees who were engaged on the Contract for the period from (dd/mm/yyyy) …to…(dd/mm/yyyy) (*).
month and year of reference…(mm/yyyy)(^)
Name and
surname of worker Tax code
Gross monthly
pay
Total social security
contributions
Total insurance
contributions due (&)
Severance pay
provision
Total
income tax
deductions
Total
month and year of reference…(mm/yyyy) no.
List of payments and F24 forms
dd. month year Total Receipts
/_ /_ €
no. dated
dd. month year Total Receipts
/_ /_ €
no. dated
Place and date
Stamp and signature of professional
___________________ (:) Enter contract ID code
(*) Enter the period of execution of the works contract relating to the months prior to the one in which the payment of the remuneration/contract instalment,
falls;
in the case of a final balance, the declaration must also relate to the last month of execution.
(^) The schedule should be completed with details of the payments for each of the months indicated in the reference period.
(&) Indicate the INAIL premium allocated for each worker in each month, to be paid on a self-liquidation basis.
TECHNICAL ANNEX
1. CONNECTION TO "JOINT LIABILITY" ONLINE PLATFORM
Joint liability documents should be uploaded on the online SRS platform.
The SRS platform is the link between the third-party contractor and the Enel division responsible for checks on Joint Liability. It
enables the Contractor to upload the documents to be supplied to Enel, and to receive feedback after the control phase.
Thanks to a gradual improvement of processes intended to achieve a greater level of synergy between Enel and the contractor,
contractors can now access the management system directly online.
To access the system, the contractor must register on the website and receive authorisation to use the application, as detailed
below.
1.1 ACCESS TO SRS APPLICATION
The SRS access credentials will be provided by Enel, while the instructions for registering on the SRS system at
https://www.enel.intesa.it/ENELRS are contained in the Manuale_utente_SRS_Appaltatore document, which can be
downloaded from the website when first connecting to the system. A contractor's guide is also available from the website,
containing information about operational issues.
Both the Manual and the Contractor' Guide provide full details about the operational aspects of the third-party contractor's
work. The system is extremely easy to use and therefore no training is provided on how to use the SRS.
Enel has provided two email addresses, to be contacted in case of problems with access (technical staff) or on how to use the
functions (software support staff).
1.2 COMPUTER EQUIPMENT
• To enable correct use of the software, with good results, the contractor should obtain a workstation with the following
minimum requirements: x86 PC Compatible (32 or 64 bit) with at least 1 GB RAM memory
• Browser: Microsoft Internet Explorer Version 6 or later, or Mozilla Firefox Version 7 or later
• Fast broadband internet connection
Before authorisation to use the SRS system is given, the computer equipment may be inspected by qualified Enel personnel.
1.3 DIGITAL SIGNATURE
As all documents sent to Enel via the SRS portal must have a digital signature, the contractor must have his own digital
signature.
Digital signature kits can be bought from accredited certifiers;
for more information visit the website of the National Body for Digitalisation of the Public Administration, at:
• http://www.digitpa.gov.it/firma-digitale-certificatori-accreditati
• http://www.digitpa.gov.it/firma-elettronica/liste-certificati
1.4 CONTRACTOR'S FINANCIAL OBLIGATIONS
The Contractor is solely responsible for buying the equipment needed for IT workstations.
The Contractor is also responsible for configuring the devices and must also pay the broadband charges for web access to the
SRS application.
If Enel's intervention is needed to enable the devices, (to install software or patches for example), the Contractor must
collaborate with Enel in order to allow the necessary configurations/installations.
1.5 ENEL'S FINANCIAL OBLIGATIONS
The cost of buying the licences to use the software and providing the technical/software support, is borne by Enel.
ANNEX VII ITALY
59
ATTACHMENT ETHICAL CALUSES
ANNEX VII ITALY
60
ATTACHMENT 4 ANNEX ITALIA
TO THE DECLARATION REGARDING CONFLICT OF INTEREST1 (LEGAL PERSON)
The Company:…………………………………………………………………………………………………………………………………………………………..
as represented by its legal representative:
………………………………………………………………………………………........................
being aware that:
Enel Group has implemented an Ethics Code and an Organisation Model pursuant to Legislative Decree no.
231/2001 and adopted the Zero Tolerance of Corruption Plan; such documents express commitments and ethical responsibilities of Enel group in the carrying out and
management of relationships, and comply with the need of ensuring correctness and transparency conditions within the framework of the carrying out of corporate activities and relationships with third parties;
Enel group aims at ensuring the utmost correctness, transparency and the complete traceability of the several purchase processes and the entities it is responsible for
and that a false declaration may result in Enel’s right to terminate the Contract and claim damage compensation
DECLARES
1. that from the analysis of the composition of the share holding structure, its corporate bodies and any parent companies (including Trust companies and their beneficial owners), as well as any other data available to the Company2
There are/there are not3 :
a) People covering senior management positions inside the Group’s Companies (Directors, Executives with strategies responsibilities) or Auditors;
b) People/bodies subject to the control of companies belonging to the Enel group;
c) with reference to entities/people set forth in point a) and b), non-separated spouse, direct second-degree relative, cohabitee, spouse’ or cohabitee’s children, dependant family members being relatives or relatives-in-law.
1. That the Managing Director (in case of SpA [Joint-stock companies]) / the Directors (in case of SrL [Limited Liability Companies) / the associates (in case of partnerhsips) / entities with strategic liabilities inside the organisation structure (in all other cases) and/or its family members (non-separated spouses,
first-degree relatives / relatives in law)
1 Public bodies, companies listed on the stock market, bank institutions and companies controlled by the latter are not obliged to
issue this statement.
2 Any information released pursuant to this provision is acquired in accordance with the personal data protection regulation,
based on inspections dating back to legal people owning single corporate stakes / shareholdings of the aforementioned company, as well as any other companies (even Trust Companies and their beneficial owners) who exercise the direct control over the
declarant company.
3 Please bar the non-concerned item. In case of even one of the aforementioned situations, please report the relevant detail
information in the attached statement (item A). Enel shall carry out the necessary inspections for the purposes of this statement.
ANNEX VII ITALY
61
did not cover / covered 4
during the last 36 months (24 months in case of family members) the office as “authentication officer” or “public official” for activities which involved, also indirectly, any companies of the Enel Group (issuance of licenses, controls of any nature, etc.).
The undersigned Company shall undertake to promptly inform Enel regarding any changes from the information transmitted with this declaration. Furthermore Being aware that Enel can request any time the verification of the contents of this statement, the company shall undertake from now on to provide a valid documentation.
In witness whereof,
Date, ..........................
Company’s Stamp Signature of the Legal Representative
Personal Data Processing: policy and consent. In accordance with the current personal data protection regulation, Enel informs that the data supplied shall only
be processed with reference to the supply and selection procedure of supplying companies, in order to ensure fairness, clarity and correctness for the purpose of preventing conflict of interests and illegal behaviours, in accordance with the provisions of the Ethics Code, the Organisation and Control Model, ex D.Lgs. 231/2001 and the TZC plan adopted by Enel Group. You are entitled to access your data requesting for Enel correction,
integration thereof, or as the case may be, their Withdrawal or blocking. Having acknowledged the information policy, I the undersigned, in my capacity as legal representative of the aforementioned company, hereby give my consent to the personal data processing within the limits and for the
purposes of the information policy.
(Full and legible signature)
N.B. The signature of the owner or legal representative shall be accompanied, under penalty of
exclusion, by a non-authenticated identity document of the underwriter (printer on both sides)
................................ 4Please bar the item that is not concerned. In case of even one of the aforementioned situation, please report the relevant detail
information in the attached statement (item B). Enel shall carry out the necessary inspections for the purposes of this statement
ANNEX VII ITALY
62
A. ATTACHMENT TO THE STATEMENT REGARDING CONFLICT OF INTEREST (LEGAL PERSON)
The Company ............................................................................................................
Represented by its legal representative ............................................................................................... declares that from the analysis of the composition of the shareholding structure, its corporate bodies and any parent companies (including Trust companies), as well as any data available to the company, based on inspections dating back to individuals owning their single corporate stakes / shareholdings:
[Name] ................................................ [Surname] .................................
Born in .................................................... on ............... Taxpayer’s Code Resident in ..................................................... [Address] ........................
Works in the Company as ........................................................................
Within the framework of Enel group he acts in the capacity as:
□ Director of the Company ………………………………………………………………………………….. belonging to Enel Group
□ Executive having strategic responsibilities (please specify the concerned office) ........................... of the
Company …………………………………………………………………………………………………………………. belonging to Enel Group. □ Employee of the Department (please specify the concerned office) acting as [Role / Qualification] of the
Company .............................................................................................................................. .
belonging to the Enel Group □ Auditor of the company ................... .of Enel Group □ Relative / Relative-in-law within the second-degree of relativity/relativity-in-law /non-separated spouse
/cohabitee/ spouse’s or cohabitee’s children/ dependant person being relative or relative-in-law with: Name ..................................................... . Surname …………………………………………………………………..
Working for the Company ........................................... of Enel Group with role / qualification ............... …
In witness whereof, Place and date, .................................................... (Full and legible signature)
The undersigned Company hereby specifies that this declaration is released according to information acquired pursuant to the current regulation on personal data protection, based on inspections dating back to individual owning the single corporate stakes / shareholdings. The undersigned Company shall undertake to promptly inform Enel regarding any changes from the information transmitted with this declaration. Furthermore Being aware that Enel can request any time the verification of the contents of this statement, the company shall undertake from now on to provide a valid documentation. In witness whereof, Date, .........................
(Full and legible signature)
Personal Data Processing: policy and consent.
In accordance with the current personal data protection regulation, Enel informs that the data supplied shall only be processed
with reference to the supply and selection procedure of supplying companies, in order to ensure fairness, clarity and correctness
for the purpose of preventing conflict of interests and illegal behaviours, in accordance with the provisions of the Ethics Code, the
Organisation and Control Model, ex D.Lgs. 231/2001 and the TZC plan adopted by Enel Group. You are entitled to access your
data requesting for Enel correction, integration thereof, or as the case may be, their Withdrawal or blocking.
Having acknowledged the information policy, I the undersigned, in my capacity as legal representative of the aforementioned
company, hereby give my consent to the personal data processing within the limits and for the purposes of the information
policy.
(Full and legible signature)
N.B. The signature of the owner or legal representative shall be accompanied, under penalty of
exclusion, by a non-authenticated identity document of the underwriter (printer on both sides)
ANNEX VII ITALY
63
B. ATTACHMENT TO THE DECLARATION OF CONFLICT OF INTEREST (LEGAL PERSON)
The Company …………………………………………………………………………………………………………………………………………
Herein represented by its legal representative ............................................................ declares that:
Mr. [Name].......................................... Surname ........................................................... Born in ........................................... on ................................ taxpayer’s code ............... Resident in ............................................ .. [Address] ..............................................................
Works in the Company as ..................................................................
a) ACTED in the capacity as “authentication officer” (pursuant to art. 3575 Criminal Code) or “public official”
(art. 3586 Criminal Code), during the foregoing 36 at:
____________________________________ qualification:____________________________________ (Body/Instituition) ____________________________________ (________) from__________________to (Place) (Province)
And in such capacity, DURING THE LAST 3 YEARS OF OFFICE:
1. DID not have relationships with Enel Group;
2. HAD relationships with Enel Group, AND DID NOT exercise authority or negotiation powers having
as addresses companies belonging to Enel Group:_______________________________________
(Enel Company) Due to the following reasons: _______________
3. HAD relationships with Enel Group, AND exercised authority or negotiation powers having as
addresses companies belonging to Enel Group:_________________________________________
(Enel Company)
Due to the following reasons: ________________
b) Has one of his/her family members (non-separated spouse, direct first-degree relative / relative-in-law)
Mr. [Name] ...................................... Surname ........................................................... Born in ........................................ on ................................ taxpayer’s code ............... Resident in ......................................... .. [Address] ..............................................................
ACTED in the capacity as “authentication officer” or “public official” during the foregoing 24 months at:
____________________________________ qualification:____________________________________
(Body/Instituition)
____________________________________ (________) from__________________to
(Place) (Province)
And in such capacity HAD relationships with the Enel Group:
______________________________Due to the following reasons:_________________________
(Enel Company)
5 Art. 357 Criminal Code: “For the purposes of Criminal Law, authentication officers are those who hold a public legislative,
judicial or administrative office. To the same effects, a public office is considered an administrative office governed by public law
regulations and authorisation deeds, and being characterised by the public administration’s will or its carrying out by using
authorisation or certifying powers.”
6 Art. 358 Crimonal Code: “For the purposes of Criminal Law, public officials are those who on whichever basis provided a
public service. Public service shall mean any activities governed by the same regulations as public office, but characterised by the
lack of the typical powers of the latter, with the exclusion of simple ordinary tasks and the provision of merely material works.”
ANNEX VII ITALY
64
The undersigned Company specifies that this declaration is based on the information obtained pursuant to the Law of protection of personal data, and it shall undertake to promptly inform Enel regarding any changes from the information transmitted with this declaration. Furthermore Being aware that Enel can request any time the verification of the contents of this statement, the company shall undertake from now on to provide a valid documentation.
In witness whereof,
Date, ........................ .
(Full and legible signature)
Personal Data Processing: policy and consent. In accordance with the current personal data protection regulation, Enel informs that the data supplied shall only
be processed with reference to the supply and selection procedure of supplying companies, in order to ensure fairness, clarity and correctness for the purpose of preventing conflict of interests and illegal behaviours, in accordance with the provisions of the Ethics Code, the Organisation and Control Model, ex D.Lgs. 231/2001 and
the TZC plan adopted by Enel Group. You are entitled to access your data requesting for Enel correction, integration thereof, or as the case may be, their Withdrawal or blocking. Having acknowledged the information policy, I the undersigned, in my capacity as legal representative of the aforementioned company, hereby give my consent to the personal data processing within the limits and for the purposes of the information policy.
(Full and legible signature)
Note: the signature of the owner or legal representative shall be accompanied by a non-authenticated
photocopy of an identity document of the underwriter printed on both sides
ANNEX VII ITALY
65
ATTACHMENT 5 ANNEX ITALIA
DECLARATION OF CONFLICT OF INTEREST (INDIVIDUAL)
I the undersigned ................................................................
being aware that:
Enel Group has implemented an Ethics Code and an Organisation Model pursuant to Legislative Decree no.
231/2001 and adopted the Zero Tolerance of Corruption Plan; such documents express commitments and ethical responsibilities of Enel group in the carrying out and
management of relationships, and comply with the need of ensuring correctness and transparency conditions within the framework of the carrying out of corporate activities and relationships with third parties;
Enel group aims at ensuring the utmost correctness, transparency and the complete traceability of the several purchase processes and the entities it is responsible for
And that a false declaration may result in Enel’s right to terminate the Contract and claim damage compensation
DECLARES
1. To not cover/to cover 1 senior management positions inside the Group’s Companies (Directors, Executives with strategies responsibilities), employees of such Companies or Group’s Statutory Auditor;
2. Not to have/ to have1 – within the Group’s companies – direct second-degreee relatives / non-separated spouse/ cohabitees / spouse’ or cohabitee’s children/ dependant family members being relatives or relatives-
in-law.
3. Not to have covered / to have covered 1 the last 36 months the office as “authentication officer” or “public official” for activities which involved, also indirectly, any companies of the Enel Group (issuance of licenses, controls of any nature, etc.). Likewise, to the best of my knowledge, these offices were not covered during the last 24 months from my own family members (non-separated spouse, direct first-degree relatives / relatives-in-law).
In case of even one of the situations listed in points 1 and 2, the declarant shall report to Enel the attached declaration.
Enel reserves the right to carry out the necessary inspections based on the statements received.
This undersigned shall undertake to promptly communicate to Enel any changes from the information transmitted with this declaration. Being aware that Enel can request any time the verification of the contents of this statement, I undertake from now on to provide a valid documentation.
In witness whereof
Date
Stamp Signature 1 Please bar the non-concerned item
ANNEX VII ITALY
66
The undersigned specifies that this statement is made based on information acquired in accordance with the personal data protection regulation, and any changes from the information transmitted with this declaration shall be promptly notified to Enel. Being aware that Enel can request any time the verification of the contents of this statement, I undertake from now on to provide a valid documentation.
In witness whereof, Date, ..............................
(Full and legible signature)
Personal Data Processing: policy and consent.
In accordance with the current personal data protection regulation, Enel informs that the data supplied shall only be processed with reference to the supply and selection procedure of supplying companies, in order to ensure fairness, clarity and correctness for the purpose of preventing conflict of interests and illegal behaviours, in
accordance with the provisions of the Ethics Code, the Organisation and Control Model, ex D.Lgs. 231/2001 and the TZC plan adopted by Enel Group. You are entitled to access your data requesting for Enel correction, integration thereof, or as the case may be, their Withdrawal or blocking. Having acknowledged the information policy, I the undersigned hereby give my consent to the personal data processing within the limits and for the purposes of the information policy.
(Full and legible signature)
N.B. The signature of the owner or legal representative shall be accompanied by a non-authenticated
photocopy of an identity document of the underwriter printed on both sides
ANNEX VII ITALY
67
ATTACHMENT TO THE DECLARATION OF CONFLICT OF INTEREST (INDIVIDUAL)
With reference to point 1:
□ Director of the Company ………………………………………………………………………………….. belonging to Enel Group □ Executive having strategic responsibilities (please specify the concerned office) ...................... of the
Company …………………………………………………………………………………………………………………. belonging to Enel Group. □ Employee of the Department (please specify the concerned office) acting as
[Role / Qualification] ............. of the Company ................................... . belonging to the Enel Group
□ Statutory Auditor of the company...........................................................of Enel Group
With reference to point 2:
Relative / Relative-in-law within the second-degree of relativity/relativity-in-law /non-separated spouse
/cohabitee/ spouse’s or cohabitee’s children/ dependant person being relative or relative-in-law with:
Name ............................................... . Surname …………………………………………………………………..
Working for the Company ...................................... of Enel Group
role / qualification ............................................... …
Enel reserves the right to carry out the necessary inspections based on the statements received.
With reference to point 3:
c) ACTED in the capacity as “authentication officer” (pursuant to art. 3572 Criminal Code) or “public official” (art. 3583 Criminal Code), during the foregoing 36 months at:
qualification:
Body / Institution)
______________________________ ( _____ ) from ________________ to
(Place) (province)
And in such capacity, DURING THE LAST 3 YEARS OF OFFICE:
a) DID not have relationships with Enel Group;
b) HAD relationships with Enel Group, AND DID NOT exercise authority or negotiation powers
having as addresses companies belonging to Enel Group:
(Enel Company)
Due to the following reasons: _______________
c) HAD relationships with Enel Group, AND exercised authority or negotiation powers having as
addresses companies belonging to Enel Group:
(Enel Company)
due to the following reasons:
2 Art. 357 Criminal Law: “For the purposes of Criminal Law, authentication officers are those who hold a public legislative,
judicial or administrative office. To the same effects, a public office is considered an administrative office governed by public law
regulations and authorisation deeds, and being characterised by the public administration’s will or its carrying out by using
authorisation or certifying powers.”
3 Art. 358 Criminal Law: “For the purposes of Criminal Law, public officials are those who on whichever basis provided a public
service. Public service shall mean any activities governed by the same regulations as public office, but characterised by the lack
of the typical powers of the latter, with the exclusion of simple ordinary tasks and the provision of merely material works.”
ANNEX VII ITALY
68
d) a member of my family (non-separated spouse, direct first-degree relative)
Mr. ........................................................... Surname ........................................................
Born in ........................................ on ................................ Taxpayer’s Code ....................
Resident in .............................................. [Address] .............................................................
ACTED IN THE CAPACITY as “authentication officer” or “public official” during the foregoing 24 months as:
qualification:
(Body / Institution)
______________________________ ( _____ ) from ________________ to
(Place) (province)
And he/she had relationships with Enel Group in this capacity:
(Enel Group)
Due to the following reasons: ________________________
This statement is made based on information acquired in accordance with the personal data protection regulation, and any changes from the information transmitted with this declaration shall be promptly notified to Enel. Being aware that Enel can request any time the verification of the contents of this statement, I undertake from now on to provide a valid documentation. In witness whereof,
Date, ..........................
(Full and Legible Signature)
Personal Data Processing: policy and consent. In accordance with the current personal data protection regulation, Enel informs that the data supplied shall only
be processed with reference to the supply and selection procedure of supplying companies, in order to ensure fairness, clarity and correctness for the purpose of preventing conflict of interests and illegal behaviours, in accordance with the provisions of the Ethics Code, the Organisation and Control Model, ex D.Lgs. 231/2001 and
the TZC plan adopted by Enel Group. You are entitled to access your data requesting for Enel correction, integration thereof, or as the case may be, their Withdrawal or blocking. Having acknowledged the information policy, I the undersigned hereby give my consent to the personal data processing within the limits and for the purposes of the information policy.
(Full and Legible Signature)
ANNEX VII ITALY
69
ATTACHMENT 6 ANNEX ITALIA
Party’s special statement “D” “Crimes against Individuals”
HUMAN RIGHT STATEMENT (Legal Person)
The company........................, being represented by its legal representative, being aware that a
false statement may result in Enel’s right to terminate the Contract and claim damage
compensation, hereby
declares
to have been / not to have been (please bar the item that is not concerned) inspected during
the last 5 years in judicial proceedings regarding the following crimes against individuals: slavery,
subjugation, minor prostitution, minor pornography, keeping of pornographic materials, touristic
initiatives aimed at exploiting minor prostitution, people’s traffic, purchase and alienation of
slaves.
The undersigned company undertakes to promptly inform Enel regarding any variations from the
information transmitted with this statement. Being aware that Enel can request at any time the
contents of this statement, I also undertake from now on to provide a valid documentation.
In witness whereof,
Date, ..................
Company Stamp Signature of the Legal Representative
ANNEX VII ITALY
70
ATTACHMENT 7 ANNEX ITALIA
Party’s special statement “D” “Crimes against Individuals”
HUMAN RIGHT STATEMENT (Individual)
I the undersigned...........................being aware that a false statement may result in Enel’s right
to terminate the Contract and claim damage compensation,
declare:
to have been / not to have been (please bar the item that is not concerned) inspected during the
last 5 years in judicial proceedings regarding the following crimes against individuals: slavery,
subjugation, minor prostitution, minor pornography, keeping of pornographic materials, touristic
initiatives aimed at exploiting minor prostitution, people’s traffic, purchase and alienation of
slaves.
I the undersigned undertake to a promptly inform Enel regarding any variations from the
information transmitted with this statement. Being aware that Enel can request at any time the
contents of this statement, I also undertake from now on to provide a valid documentation.
In witness whereof,
Date.....
Stamp Signature
ANNEX VII ITALY
71
SAFETY ATTACHMENTS – USE OF ENEL IT SYSTEMS
ANNEX VII ITALY
72
ATTACHMENT 8 ANNEX ITALIA
CONFIDENTIALITY STATEMENT
CONTRACT NO. ......................................................................... DATED ....................................
SUBJECT: ............................................................................................................
I the undersigned:
(name and surname of the declarant)
Individual (bar only if the Contract in question is not assigned to a Company)
(to be completed only if the relevant contract is assigned to a Company)
Owner of of _______________________________________________
Legal Representative (Company’s Name / Business Purpose)
DECLARE:
> that the list of all those that with reference to the relevant Contract will entitled to access Enel premises and/or have access to and process data and information belonging to Enel group is as follows:
1) Mr. .........................................................................................................
(Surname and Name)
2) Mr. ....................................................................................................................................... (Surname and Name)
> that any of the aforementioned people undersigned the specific individual confidentiality clause attached to this statement;
> that the contact person who is assigned the responsibility to constantly maintain the aforementioned list is
Mr. ________________________ E-mail ______ Tel. __________ Fax
_____________________________
Attached no.___ individual confidentiality clauses
Date __________________ The Declarant
…………………………………………..
(Stamp and Signature)
ANNEX VII ITALY
73
INDIVIDUAL CONFIDENTIALITY DECLARATION
CONTRACT NO. .................................................... DATED
OBJECT: ................................................................................................................
I the undersigned ....................
Born in …………………………………………………………………………………… ( ..... ), on ........................
to be completed only if the relevant contract is assigned to a Company
employee
of the Company ……………………………………………………………………………………………… consultant
with reference to the relevant Contract, he/she shall undertake:
- not to disclose or notify to third parties any collected information, opinions, studies, as well as any
elements which may be made available by Enel for the execution of the relevant Contract, and to
use such information only for the purposes of this Contract, unless when the undersigned shall
comply with statutory obligations or requested from Public Authorities to which a lawful refusal
cannot be objected;
- view and promptly comply with the attached data safety provisions, in case that IT systems are
made available by Enel to store with the utmost care all paper-based and/or IT supports which are
acquired or produced during the carrying out of the activities.
Confidentiality obligations do not include any information disclosed to the public by Enel, or which
results from public official documents.
Confidentiality obligations shall be not prejudiced for a period of 5 years as from the expiration of
this assignment, also in case of withdrawal or termination, either direct or indirect, of the
contractual relationship with Enel.
For acceptance Signature
Date: .................
ANNEX VII ITALY
74
Safety standards for the use of Enel IT systems
The access to IT systems owned by Enel Group and their use shall be governed by the following
safety rules:
The access key to Enel IT systems shall be only used on a personal basis. Its password must be
kept secret and changed at least every 60 days;
The access to IT system shall be restricted to instrument components for the carrying out of the
activities set forth in the task, even in case that the implemented safety measures do not
obstruct access to other components. The use of network services and connection of appliances
other that those necessary for the carrying out of the tasks shall not be permitted;
Any operations carried out through Enel IT systems shall not breach the State laws and the
International regulation;
The workstation used for the carrying out of the tasks (fixed and/or portable) shall not be used
for other internet connection that those that are made available by Enel;
Portable laptops can be connected to Enel data network only if having an up-to-date antivirus
software. In particular, it is necessary to apply any possible appropriate counter-measures for
blocking the spreading of virus, worm, hoaxes, trojan and other illegal software which may result
in interruptions of the IT service;
Any texts and/or images created/transmitted through Enel IT system shall not have offensive
and/or unseemly contents;
Any e-mail boxes received for use shall not be used for spamming actions or online chains (chain
letters).
With reference to the aforementioned provisions, Enel shall reserve the right to forbid wrong uses of
its IT facilities, without prejudice to the compliance with the dispositions of the current laws.
Furthermore Enel shall reserve the right to report any possible violations resulting in crimes to the
competent Judicial Authority.