GRANT AGREEMENT. NUMBER i2d

Transcription

1 EUROPEAN COMMISSION Executive Agency for Small and Medium-sized Enterprises (EASME) Director GRANT AGREEMENT NUMBER i2d This Agreement ( the Agreement ) is between the following parties: on the one part, the Executive Agency for Small and Medium-sized Enterprises (EASME) ('the Agency'), under the power delegated by the European Commission ('the Commission'), represented for the purposes of signature of this Agreement by Head of Unit, Executive Agency for Small and Medium-sized Enterprises (EASME), OPERATIONS, H2020 SME, Bernd REICHERT, and on the other part, the beneficiary : LIVEDRIVE LDA (Livedrive) LDA, , established in RUA DOS MARCENEIROS 2 1 SALA B, BEJA , Portugal, PT , represented for the purposes of signing the Agreement by Catarina SILVA The parties referred to above have agreed to enter into the Agreement under the terms and conditions below. By signing the Agreement, the beneficiary accepts the grant and agrees to implement it under its responsibility and in accordance with the Agreement, with all the obligations and conditions it sets out. The Agreement is composed of: Terms and Conditions Annex 1 Annex 2 Annex 3 Annex 4 Annex 5 Annex 6 Description of the action Estimated budget for the action Not applicable Model for the financial statements Not applicable Not applicable 1

2 TERMS AND CONDITIONS TABLE OF CONTENTS CHAPTER 1 GENERAL...7 ARTICLE 1 SUBJECT OF THE AGREEMENT...7 CHAPTER 2 ACTION... 7 ARTICLE 2 ACTION TO BE IMPLEMENTED...7 ARTICLE 3 DURATION AND STARTING DATE OF THE ACTION...7 ARTICLE 4 ESTIMATED BUDGET AND BUDGET TRANSFERS Estimated budget... 7 CHAPTER 3 GRANT...7 ARTICLE 5 GRANT AMOUNT, FORM OF GRANT, REIMBURSEMENT RATES AND FORMS OF COSTS Maximum grant amount Form of grant, reimbursement rate and form of costs Final grant amount Calculation Revised final grant amount Calculation... 8 ARTICLE 6 ELIGIBLE AND INELIGIBLE COSTS Eligible costs Ineligible costs Consequences of declaration of ineligible costs...9 CHAPTER 4 RIGHTS AND OBLIGATIONS OF THE PARTIES... 9 SECTION 1 RIGHTS AND OBLIGATIONS RELATED TO IMPLEMENTING THE ACTION... 9 ARTICLE 7 GENERAL OBLIGATION TO PROPERLY IMPLEMENT THE ACTION General obligation to properly implement the action Consequences of non-compliance...9 ARTICLE 8 RESOURCES TO IMPLEMENT THE ACTION...10 ARTICLE 10 PURCHASE OF GOODS, WORKS OR SERVICES Rules for purchasing goods, works or services Consequences of non-compliance ARTICLE 13 IMPLEMENTATION OF ACTION TASKS BY SUBCONTRACTORS Rules for subcontracting action tasks Consequences of non-compliance SECTION 2 RIGHTS AND OBLIGATIONS RELATED TO THE GRANT ADMINISTRATION

3 ARTICLE 17 GENERAL OBLIGATION TO INFORM Obligation to provide information upon request Obligation to keep information up to date and to inform about events and circumstances likely to affect the Agreement Consequences of non-compliance ARTICLE 18 KEEPING RECORDS SUPPORTING DOCUMENTATION Obligation to keep records and other supporting documentation to support the costs declared Consequences of non-compliance ARTICLE 19 SUBMISSION OF DELIVERABLES Obligation to submit deliverables Consequences of non-compliance ARTICLE 20 REPORTING PAYMENT REQUESTS Obligation to submit the report Reporting period Final report Request for payment of the balance Currency for financial statements Language of report Consequences of non-compliance Suspension of the payment deadline Termination ARTICLE 21 PAYMENTS AND PAYMENT ARRANGEMENTS Payments to be made Pre-financing payment Amount Amount retained for the Guarantee Fund Payment of the balance Amount Calculation Release of the amount retained for the Guarantee Fund Notification of amounts due Currency for payments Payments to the beneficiary Bank account for payments Costs of payment transfers Date of payment Consequences of non-compliance ARTICLE 22 CHECKS, REVIEWS, AUDITS AND INVESTIGATIONS EXTENSION OF FINDINGS Checks, reviews and audits by the Agency and the Commission Investigations by the European Anti-Fraud Office (OLAF) Checks and audits by the European Court of Auditors (ECA) Checks, reviews, audits and investigations for international organisations

4 22.5 Consequences of findings in checks, reviews, audits and investigations Extension of findings Consequences of non-compliance ARTICLE 23 EVALUATION OF THE IMPACT OF THE ACTION Right to evaluate the impact of the action Consequences of non-compliance SECTION 3 RIGHTS AND OBLIGATIONS RELATED TO BACKGROUND AND RESULTS SECTION 4 OTHER RIGHTS AND OBLIGATIONS...23 ARTICLE 34 ETHICS Obligation to comply with ethical principles Activities raising ethical issues Activities involving human embryos or human embryonic stem cells Consequences of non-compliance ARTICLE 35 CONFLICT OF INTERESTS Obligation to avoid a conflict of interests Consequences of non-compliance ARTICLE 36 CONFIDENTIALITY General obligation to maintain confidentiality Consequences of non-compliance ARTICLE 38 PROMOTING THE ACTION VISIBILITY OF EU FUNDING Obligation to promote the action and its results Information on EU funding Obligation and right to use the EU emblem Disclaimer excluding Agency responsibility Agency right to use materials, documents or information Consequences of non-compliance ARTICLE 39 PROCESSING OF PERSONAL DATA Processing of personal data by the Agency and the Commission Processing of personal data by the beneficiary Consequences of non-compliance ARTICLE 40 ASSIGNMENTS OF CLAIMS FOR PAYMENT AGAINST THE AGENCY...27 CHAPTER 5 DIVISION OF THE BENEFICIARY S ROLES AND RESPONSIBILITIES RELATIONSHIP WITH COMPLEMENTARY BENEFICIARIES RELATIONSHIP WITH PARTNERS OF A JOINT ACTION...28 ARTICLE 41 DIVISION OF THE BENEFICIARY S ROLES AND RESPONSIBILITIES RELATIONSHIP WITH COMPLEMENTARY BENEFICIARIES RELATIONSHIP WITH PARTNERS OF A JOINT ACTION Roles and responsibilities towards the Agency CHAPTER 6 REJECTION OF COSTS REDUCTION OF THE GRANT RECOVERY PENALTIES DAMAGES SUSPENSION TERMINATION FORCE MAJEURE

5 SECTION 1 REJECTION OF COSTS REDUCTION OF THE GRANT RECOVERY PENALTIES...28 ARTICLE 42 REJECTION OF INELIGIBLE COSTS Conditions Ineligible costs to be rejected Calculation Procedure Effects ARTICLE 43 REDUCTION OF THE GRANT Conditions Amount to be reduced Calculation Procedure Effects ARTICLE 44 RECOVERY OF UNDUE AMOUNTS Amount to be recovered Calculation Procedure...30 ARTICLE 45 ADMINISTRATIVE AND FINANCIAL PENALTIES Conditions Duration Amount of penalty Calculation Procedure SECTION 2 LIABILITY FOR DAMAGES...33 ARTICLE 46 LIABILITY FOR DAMAGES Liability of the Agency Liability of the beneficiary...34 SECTION 3 SUSPENSION AND TERMINATION...34 ARTICLE 47 SUSPENSION OF PAYMENT DEADLINE Conditions Procedure ARTICLE 48 SUSPENSION OF PAYMENTS Conditions Procedure ARTICLE 49 SUSPENSION OF THE ACTION IMPLEMENTATION Suspension of the action implementation, by the beneficiary Suspension of the action implementation, by the Agency...36 ARTICLE 50 TERMINATION OF THE AGREEMENT Termination of the Agreement, by the beneficiary Termination of the Agreement, by the Agency SECTION 4 FORCE MAJEURE

6 ARTICLE 51 FORCE MAJEURE CHAPTER 7 FINAL PROVISIONS...40 ARTICLE 52 COMMUNICATION BETWEEN THE PARTIES Form and means of communication Date of communication Addresses for communication...41 ARTICLE 53 INTERPRETATION OF THE AGREEMENT Precedence of the Terms and Conditions over the Annexes Privileges and immunities ARTICLE 54 CALCULATION OF PERIODS, DATES AND DEADLINES ARTICLE 55 AMENDMENTS TO THE AGREEMENT Conditions Procedure ARTICLE 57 APPLICABLE LAW AND SETTLEMENT OF DISPUTES Applicable law Dispute settlement ARTICLE 58 ENTRY INTO FORCE OF THE AGREEMENT

7 CHAPTER 1 GENERAL ARTICLE 1 SUBJECT OF THE AGREEMENT This Agreement sets out the rights and obligations and the terms and conditions applicable to the grant awarded to the beneficiary for implementing the action set out in Chapter 2. CHAPTER 2 ACTION ARTICLE 2 ACTION TO BE IMPLEMENTED The grant is awarded for the action entitled i2d intelligence to drive i2d ( action ), as described in Annex 1. ARTICLE 3 DURATION AND STARTING DATE OF THE ACTION The duration of the action will be 6 months as of the first day of the month following the date the Agreement enters into force (see Article 58) ( starting date of the action ). ARTICLE 4 ESTIMATED BUDGET AND BUDGET TRANSFERS 4.1 Estimated budget The estimated budget for the action is set out in Annex 2. It contains the budget category, the estimated eligible costs and the form of costs (see Articles 5 and 6). 4.2 Budget transfers Not applicable CHAPTER 3 GRANT ARTICLE 5 GRANT AMOUNT, FORM OF GRANT, REIMBURSEMENT RATES AND FORMS OF COSTS 5.1 Maximum grant amount The maximum grant amount is EUR (fifty thousand euros). 5.2 Form of grant, reimbursement rate and form of costs The grant reimburses 70% of the action s eligible costs (see Article 6) ( reimbursement of eligible costs grant ) (see Annex 2). The estimated eligible costs of the action are EUR (seventy one thousand four hundred and twenty nine). 7

8 Eligible costs (see Article 6) for the costs for the feasibility study must be declared as the lump sum set out in Annex 2 (i.e. under the form of lump sum costs ). 5.3 Final grant amount Calculation The final grant amount depends on the proper implementation of the action in accordance with the Agreement s terms and conditions. This amount is calculated by the Agency when the payment of the balance is made (see Article 21) in the following steps: Step 1 Application of the reimbursement rate Step 2 Reduction due to breach of obligations Step 1 Application of the reimbursement rates to the eligible costs The reimbursement rate (see Article 5.2) is applied to the eligible costs (lump sum costs; see Article 6) declared by the beneficiary and approved by the Agency (see Article 21) Step 2 Reduction due to breach of obligations other than improper implementation Reduced maximum grant amount Calculation If the grant is reduced (see Article 43), the Agency will calculate the reduced maximum grant amount by deducting the amount of the reduction (calculated in proportion to the seriousness of the breach of obligations in accordance with Article 43.2) from the maximum grant amount set out in Article 5.1. In this case, the final grant amount will be the lower of the following two: - the amount obtained following Steps 1 or - the reduced grant amount following Step Revised final grant amount Calculation If after the payment of the balance (in particular, after checks, reviews, audits or investigations; see Article 22) the Agency rejects costs (see Article 42) or reduces the grant (see Article 43), it will calculate the revised final grant amount. This amount is calculated by the Agency on the basis of the findings, as follows: - in case of rejection of costs: by applying the reimbursement rate to the revised eligible costs approved by the Agency; - in case of reduction of the grant: in proportion to the seriousness of its breach of obligations (see Article 43.2). In case of rejection of costs and reduction of the grant, the revised final grant amount will be the lower of the two amounts above. 8

9 ARTICLE 6 ELIGIBLE AND INELIGIBLE COSTS 6.1 Eligible costs Costs for the budget category: A. Costs for the feasibility study (direct and indirect costs) are eligible ( eligible costs ), if they correspond to the lump sum set out in Annex 2 and if the corresponding tasks or parts of the action have been properly implemented in accordance with Annex Ineligible costs Ineligible costs are: (a) costs that do not comply with the conditions set out above (see Article 6.1) and (b) costs reimbursed under another EU or Euratom grant (including grants awarded by a Member State and financed by the EU or Euratom budget and grants awarded by bodies other than the Agency for the purpose of implementing the EU and Euratom budget. 6.3 Consequences of declaration of ineligible costs Declared costs that are ineligible will be rejected (see Article 42). This may also lead to any of the other measures described in Chapter 6. CHAPTER 4 RIGHTS AND OBLIGATIONS OF THE PARTIES SECTION 1 RIGHTS AND OBLIGATIONS RELATED TO IMPLEMENTING THE ACTION ARTICLE 7 GENERAL OBLIGATION TO PROPERLY IMPLEMENT THE ACTION 7.1 General obligation to properly implement the action The beneficiary must implement the action as described in Annex 1 and in compliance with the provisions of the Agreement and all legal obligations under applicable EU, international and national law. 7.2 Consequences of non-compliance If the beneficiary does not properly implement the action (or part of it), the corresponding costs will be ineligible (see Article 6) and will be rejected (see Article 42). If the beneficiary breaches any other obligation, the grant may be reduced (see Article 43). This may also lead to any of the other measures described in Chapter 6. 9

10 ARTICLE 8 RESOURCES TO IMPLEMENT THE ACTION THIRD PARTIES INVOLVED IN THE ACTION The beneficiary must have the appropriate resources to implement the action. If it is necessary to implement the action, the beneficiary may: - purchase goods, works and services (see Article 10) and - call upon subcontractors to implement action tasks described in Annex 1 (see Article 13); In these cases, the beneficiary retains sole responsibility towards the Agency for implementing the action. ARTICLE 9 IMPLEMENTATION OF ACTION TASKS BY BENEFICIARIES NOT RECEIVING EU FUNDING Not applicable ARTICLE 10 PURCHASE OF GOODS, WORKS OR SERVICES 10.1 Rules for purchasing goods, works or services If necessary to implement the action, the beneficiary may purchase goods, works or services. The beneficiary must make such purchases ensuring the best value for money or, if appropriate, the lowest price. In doing so, it must avoid any conflict of interests (see Article 35). The beneficiary must ensure that the Agency, thecommission, the European Court of Auditors (ECA) and the European Anti-Fraud Office (OLAF) can exercise their rights under Articles 22 and 23 also towards its contractors Consequences of non-compliance If the beneficiary breaches any of its obligations under this Article, the grant may be reduced (see Article 43). Such breaches may also lead to any of the other measures described in Chapter 6. ARTICLE 11 USE OF IN-KIND CONTRIBUTIONS PROVIDED BY THIRD PARTIES AGAINST PAYMENT Not applicable ARTICLE 12 USE OF IN-KIND CONTRIBUTIONS PROVIDED BY THIRD PARTIES FREE OF CHARGE Not applicable 10

11 ARTICLE 13 IMPLEMENTATION OF ACTION TASKS BY SUBCONTRACTORS 13.1 Rules for subcontracting action tasks If necessary to implement the action, the beneficiary may award subcontracts covering the implementation of certain action tasks described in Annex 1. The beneficiary must award the subcontracts ensuring the best value for money or, if appropriate, the lowest price. In doing so, it must avoid any conflict of interests (see Article 35). The beneficiary must ensure that the Agency, the Commission, the European Court of Auditors (ECA) and the European Anti-Fraud Office (OLAF) can exercise their rights under Articles 22 and 23 also towards its subcontractors. The beneficiary must ensure that its obligations under Articles 35, 36, 38 and 46 also apply to the subcontractors Consequences of non-compliance If the beneficiary breaches any of its obligations under this Article, the grant may be reduced (see Article 43). Such breaches may also lead to any of the other measures described in Chapter 6. ARTICLE 14 IMPLEMENTATION OF ACTION TASKS BY LINKED THIRD PARTIES Not applicable ARTICLE 15 FINANCIAL SUPPORT TO THIRD PARTIES Not applicable ARTICLE 16 PROVISION OF TRANS-NATIONAL OR VIRTUAL ACCESS TO RESEARCH INFRASTRUCTURE Not applicable SECTION 2 RIGHTS AND OBLIGATIONS RELATED TO THE GRANT ADMINISTRATION ARTICLE 17 GENERAL OBLIGATION TO INFORM 17.1 General obligation to provide information upon request The beneficiary must provide during implementation of the action or afterwards any information requested in order to verify proper implementation of the action and compliance with the obligations under the Agreement. 11

12 17.2 Obligation to keep information up to date and to inform about events and circumstances likely to affect the Agreement The beneficiary must keep information stored in the Beneficiary Register (via the electronic exchange system; see Article 52) up to date, in particular, its name, address, legal representatives, legal form and organisation type. The beneficiary must immediately inform the Agency of any of the following: (a) events which are likely to affect significantly or delay the implementation of the action or the EU's financial interests, in particular changes in its legal, financial, technical, organisational or ownership situation; (b) circumstances affecting: (i) (ii) the decision to award the grant or compliance with requirements under the Agreement Consequences of non-compliance If a beneficiary breaches any of its obligations under this Article, the grant may be reduced (see Article 43). Such breaches may also lead to any of the other measures described in Chapter 6. ARTICLE 18 KEEPING RECORDS SUPPORTING DOCUMENTATION 18.1 Obligation to keep records and other supporting documentation to support the costs declared The beneficiary must for a period of three years after the balance is paid keep adequate records and other supporting documentation to prove that the corresponding tasks or part of the action as described in Annex 1 have been implemented properly. The beneficiary does not need to identify the actual eligible costs covered or provide supporting documentation (such as accounting statements) to prove the amount declared as the lump sum. It must make them available upon request (see Article 17) or in the context of checks, reviews, audits or investigations (see Article 22). If there are on-going checks, reviews, audits, investigations, litigation or other pursuits of claims under the Agreement (including the extension of findings; see Article 22), the beneficiary must keep the records and other supporting documentation until the end of these procedures. The beneficiary must keep the original documents. Digital and digitalised documents are considered originals if they are authorised by the applicable national law. The Agency may accept non-original documents if it considers that they offer a comparable level of assurance Consequences of non-compliance If a beneficiary breaches any of its obligations under this Article, costs insufficiently substantiated will be ineligible (see Article 6) and will be rejected (see Article 42). 12

13 Such breaches may also lead to any of the other measures described in Chapter 6. ARTICLE 19 SUBMISSION OF DELIVERABLES 19.1 Obligation to submit deliverables The beneficiary must submit the deliverables identified in Annex 1, in accordance with the timing and conditions set out in it Consequences of non-compliance If the beneficiary breaches any of its obligations under this Article, the Agency may apply any of the measures described in Chapter 6. ARTICLE 20 REPORTING PAYMENT REQUESTS 20.1 Obligation to submit the report The beneficiary must submit to the Agency (see Article 52) the final report set out in this Article. This report includes the request for payment and must be drawn up using the forms and templates provided in the electronic exchange system (see Article 52) Reporting period The action has one reporting period: - RP1: from month 1 to month Periodic reports Requests for interim payments Not applicable 20.4 Final report Request for payment of the balance The beneficiary must submit to the Agency (see Article 52) within 60 days following the end of the reporting period a final report, which includes the request for payment of the balance. The final report must include the following: (a) a final technical report containing a summary with: (i) (ii) an overview of the results; the conclusions on the action; (iii) the answers to the questionnaire, covering issues related to the action implementation and the economic and societal impact, notably in the context of the Horizon 2020 key performance indicators and the Horizon 2020 monitoring requirements. (b) a final financial report containing a financial statement from the consortium (see Annex 4), which includes the request for payment of the balance. The financial statement must detail the eligible costs (lump sum costs; see Article 6 and Annex 2). 13

14 Amounts which are not declared in the financial statement will not be taken into account by the Agency. The beneficiaries must certify that: - the information provided is full, reliable and true; - the costs declared are eligible (i.e. that the action has been properly implemented; see Article 6); - the costs (i.e. the proper implementation of the action) can be substantiated by adequate records and supporting documentation (see Article 18) that will be produced upon request (see Article 17) or in the context of checks, reviews, audits and investigations (see Article 22) Information on cumulative expenditure incurred Not applicable 20.6 Currency for financial statements The financial statement must be drafted in euro Language of report The report (technical and financial final report, including the financial statement) must be submitted in the language of the Agreement Consequences of non-compliance Suspension of the payment deadline Termination If the report submitted does not comply with this Article, the Agency may suspend the payment deadline (see Article 47) and apply any of the other measures described in Chapter 6. If the beneficiary breaches its obligation to submit the report and if it fails to comply with this obligation within 30 days following a written reminder sent by the Agency, the Agreement may be terminated (see Article 50). ARTICLE 21 PAYMENTS AND PAYMENT ARRANGEMENTS 21.1 Payments to be made The following payments will be made to the beneficiaryr: - one pre-financing payment; - one payment of the balance, on the basis of the request for payment of the balance (see Article 20) Pre-financing payment Amount Amount retained for the Guarantee Fund The aim of the pre-financing is to provide the beneficiary with a float. 14

15 It remains the property of the EU until the payment of the balance. The amount of the pre-financing payment will be EUR 20, (twenty thousand EURO). The Agency will except if Article 48 applies make the pre-financing payment to the beneficiary within 30 days, either from the entry into force of the Agreement (see Article 58) or from 10 days before the starting date of the action (see Article 3), whichever is the latest. An amount of EUR 2, (two thousand five hundred EURO), corresponding to the 5% of the maximum grant amount (see Article 5.1), is retained by the Agency from the pre-financing payment and transferred into the Guarantee Fund Interim payments Amount Calculation Not applicable 21.4 Payment of the balance Amount Calculation Release of the amount retained for the Guarantee Fund The payment of the balance reimburses the remaining part of the eligible costs incurred by the beneficiary for the implementation of the action. If the total amount of earlier payments is greater than the final grant amount (see Article 5.3), the payment of the balance takes the form of a recovery (see Article 44). If the total amount of earlier payments is lower than the final grant amount, the Agency will pay the balance within 90 days from receiving the final report (see Article 20.4), except if Articles 47 or 48 apply. Payment is subject to the approval of the final report. Its approval does not imply recognition of the compliance, authenticity, completeness or correctness of its content. The amount due as the balance is calculated by the Agency by deducting the total amount of prefinancing already made, from the final grant amount determined in accordance with Article 5.3: {final grant amount (see Article 5.3) minus {pre-financing made}. At the payment of the balance, the amount retained for the Guarantee Fund (see above) will be released and: - if the balance is positive: the amount released will be paid in full to the beneficiary together with the amount due as the balance; - if the balance is negative (payment of the balance taking the form of recovery): it will be deducted from the amount released (see Article ). If the resulting amount: - is positive, it will be paid to the beneficiary - is negative, it will be recovered. 15

16 The amount to be paid may however be offset without the beneficiary s consent against any other amount owed by the beneficiary to the Agency, the Commission or another executive agency (under the EU or Euratom budget), up to the maximum EU contribution indicated, for the beneficiary, in the estimated budget (see Annex 2) Notification of amounts due The Agency will formally notify to the beneficiary the amount due and specify the final grant amount. In the case of reduction of the grant or recovery of undue amounts, the notification will be preceded by the contradictory procedure set out in Articles 43 and Currency for payments The Agency will make all payments in euro Payments to the beneficiary Payments will be made to the beneficiary. Payments will discharge the Agency from its payment obligation Bank account for payments All payments will be made to the following bank account: Name of bank: BANCO SANTANDER TOTTA, SA Address of branch: RUA DO OURO 88 LISBON , Portugal Full name of the account holder: LIVEDRIVE LDA Full account number (including bank codes): IBAN code: PT Costs of payment transfers The cost of the payment transfers is borne as follows: - the Agency bears the cost of transfers charged by its bank; - the beneficiary bears the cost of transfers charged by its bank; - the party causing a repetition of a transfer bears all costs of the repeated transfer Date of payment Payments by the Agency are considered to have been carried out on the date when they are debited to its account Consequences of non-compliance If the Agency does not pay within the payment deadlines (see above), the beneficiary is entitled to late-payment interest at the rate applied by the European Central Bank (ECB) for its main refinancing operations in euros ( reference rate ), plus three and a half points. The reference rate is 16

17 the rate in force on the first day of the month in which the payment deadline expires, as published in the C series of the Official Journal of the European Union. If the late-payment interest is lower than or equal to EUR 200, it will be paid to the beneficiary only upon request submitted within two months of receiving the late payment. Late-payment interest is not due if the beneficiary is EU Member State (including regional and local government authorities or other public bodies acting on behalf of a Member State for the purpose of this Agreement). Suspension of the payment deadline or payments (see Articles 47 and 48) will not be considered as late payment. Late-payment interest covers the period running from the day following the due date for payment (see above), up to and including the date of payment. Late-payment interest is not considered for the purposes of calculating the final grant amount Not applicable ARTICLE 22 CHECKS, REVIEWS, AUDITS AND INVESTIGATIONS EXTENSION OF FINDINGS 22.1 Checks, reviews and audits by the Agency and the Commission Right to carry out checks The Agency or the Commission will during the implementation of the action or afterwards check the proper implementation of the action and compliance with the obligations under the Agreement, including assessing deliverables and reports. For this purpose the Agency or the Commission may be assisted by external persons or bodies. The Agency or the Commission may also request additional information in accordance with Article 17. The Agency or the Commission may request the beneficiary to provide such information to it directly. Information provided must be accurate, precise and complete and in the format requested, including electronic format Right to carry out reviews The Agency or the Commission may during the implementation of the action or afterwards carry out reviews on the proper implementation of the action (including assessment of deliverables and reports), compliance with the obligations under the Agreement and continued scientific or technological relevance of the action. Reviews may be started up to two years after the payment of the balance. They will be formally notified to the beneficiary and will be considered to have started on the date of the formal notification. If the review is carried out on a third party (see Articles 10 to 16), the beneficiary must inform the third party. 17

18 The Agency or the Commission may carry out reviews directly (using its own staff) or indirectly (using external persons or bodies appointed to do so). It will inform the beneficiary of the identity of the external persons or bodies. It has the right to object to the appointment on grounds of commercial confidentiality. The beneficiary must provide within the deadline requested any information and data in addition to deliverables and reports already submitted (including information on the use of resources). The Agency or the Commission may request the beneficiary to provide such information to it directly. The beneficiary may be requested to participate in meetings, including with external experts. For on-the-spot reviews, the beneficiary must allow access to its sites and premises, including to external persons or bodies, and must ensure that information requested is readily available. Information provided must be accurate, precise and complete and in the format requested, including electronic format. On the basis of the review findings, a review report will be drawn up. The Agency or the Commission will formally notify the review report to the beneficiary, which has 30 days to formally notify observations ( contradictory review procedure ). Reviews (including review reports) are in the language of the Agreement Right to carry out audits The Agency or the Commission may during the implementation of the action or afterwards carry out audits on the proper implementation of the action and compliance with the obligations under the Agreement. Audits may be started up to two years after the payment of the balance. They will be formally notified to the beneficiary and will be considered to have started on the date of the formal notification. If the audit is carried out on a third party (see Articles 10 to 16), the beneficiary must inform the third party. The Agency or the Commission may carry out audits directly (using its own staff) or indirectly (using external persons or bodies appointed to do so). It will inform the beneficiary of the identity of the external persons or bodies. It has the right to object to the appointment on grounds of commercial confidentiality. The beneficiary must provide within the deadline requested any information (including complete accounts, individual salary statements or other personal data) to verify compliance with the Agreement. The Agency or the Commission may request beneficiary to provide such information to it directly. For on-the-spot audits, the beneficiary must allow access to its sites and premises, including to external persons or bodies, and must ensure that information requested is readily available. Information provided must be accurate, precise and complete and in the format requested, including electronic format. 18

19 On the basis of the audit findings, a draft audit report will be drawn up. The Agency or the Commission will formally notify the draft audit report to the beneficiary, which has 30 days to formally notify observations ( contradictory audit procedure ). This period may be extended by the Agency or the Commission in justified cases. The final audit report will take into account observations by the beneficiary. The report will be formally notified to it. Audits (including audit reports) are in the language of the Agreement. The Agency or the Commission may also access the beneficiary statutory records for the periodical assessment of unit costs or flat-rate amounts Investigations by the European Anti-Fraud Office (OLAF) Under Regulations No 883/ and No 2185/96 2 (and in accordance with their provisions and procedures), the European Anti-Fraud Office (OLAF) may at any moment during implementation of the action or afterwards carry out investigations, including on-the-spot checks and inspections, to establish whether there has been fraud, corruption or any other illegal activity affecting the financial interests of the EU Checks and audits by the European Court of Auditors (ECA) Under Article 287 of the Treaty on the Functioning of the European Union (TFEU) and Article 161 of the Financial Regulation No 966/2012 3, the European Court of Auditors (ECA) may at any moment during implementation of the action or afterwards carry out audits. The ECA has the right of access for the purpose of checks and audits Checks, reviews, audits and investigations for international organisations Not applicable 22.5 Consequences of findings in checks, reviews, audits and investigations Extension of findings Findings in this grant Findings in checks, reviews, audits or investigations carried out in the context of this grant may lead to the rejection of ineligible costs (see Article 42), reduction of the grant (see Article 43), recovery of undue amounts (see Article 44) or to any of the other measures described in Chapter 6. 1 Regulation (EU, Euratom) No 883/2013 of the European Parliament and of the Council of 11 September 2013 concerning investigations conducted by the European Anti-Fraud Office (OLAF) and repealing Regulation (EC) No 1073/1999 of the European Parliament and of the Council and Council Regulation (Euratom) No 1074/1999 (OJ L 248, , p. 1). 2 Council Regulation (Euratom, EC) No 2185/1996 of 11 November 1996 concerning on-the-spot checks and inspections carried out by the Commission in order to protect the European Communities' financial interests against fraud and other irregularities (OJ L 292, , p. 2). 3 Regulation (EU, EURATOM) No 966/2012 of the European Parliament and of the Council of 25 October 2012 on the financial rules applicable to the general budget of the Union and repealing Council Regulation (EC, EURATOM)) No 1605/2002 (OJ L 298, , p. 1). 19

20 Rejection of costs or reduction of the grant after the payment of the balance will lead to a revised final grant amount (see Article 5.4). Findings in checks, reviews, audits or investigations may lead to a request for amendment for the modification of Annex 1 (see Article 55). Checks, reviews, audits or investigations that find systemic or recurrent errors, irregularities, fraud or breach of obligations may also lead to consequences in other EU or Euratom grants awarded under similar conditions ( extension of findings from this grant to other grants ). Moreover, findings arising from an OLAF investigation may lead to criminal prosecution under national law Findings in other grants The Agency or the Commission may extend findings from other grants to this grant ( extension of findings from other grants to this grant ), if: (a) the beneficiary is found, in other EU or Euratom grants awarded under similar conditions, to have committed systemic or recurrent errors, irregularities, fraud or breach of obligations that have a material impact on this grant and (b) those findings are formally notified to the beneficiary together with the list of grants affected by the findings no later than two years after the payment of the balance of this grant. The extension of findings may lead to the rejection of costs (see Article 42), reduction of the grant (see Article 43), recovery of undue amounts (see Article 44), suspension of payments (see Article 48), suspension of the action implementation (see Article 49) or termination (see Article 50) Procedure The Agency or the Commission will formally notify the beneficiary the systemic or recurrent errors and its intention to extend these audit findings, together with the list of grants affected If the findings concern eligibility of costs: the formal notification will include: (a) an invitation to submit observations on the list of grants affected by the findings; (b) the request to submit revised financial statements for all grants affected; (c) the correction rate for extrapolation established by the Agency or the Commission on the basis of the systemic or recurrent errors, to calculate the amounts to be rejected if the beneficiary: (i) (ii) considers that the submission of revised financial statements is not possible or practicable or does not submit revised financial statements. The beneficiary has 90 days from receiving notification to submit observations, revised financial statements or to propose a duly substantiated alternative correction method. This period may be extended by the Agency or the Commission in justified cases. 20

21 The amounts to be rejected will be determined on the basis of the revised financial statements, subject to their approval. If the Agency or the Commission does not receive any observations or revised financial statements, does not accept the observations or the proposed alternative correction method or does not approve the revised financial statements, it will formally notify the beneficiary the application of the initially notified correction rate for extrapolation. If the Agency or the Commission accepts the alternative correction method proposed by the beneficiary, it will formally notify the application of the accepted alternative correction method If the findings concern improper implementation or a breach of another obligation: the formal notification will include: (a) an invitation to submit observations on the list of grants affected by the findings and (b) the flat-rate the Agency or the Commission intends to apply according to the principle of proportionality. The beneficiary has 90 days from receiving notification to submit observations or to propose a duly substantiated alternative flat-rate. If the Agency or the Commission does not receive any observations or does not accept the observations or the proposed alternative flat-rate, it will formally notify the beneficiary the application of the initially notified flat-rate. If the Agency or the Commission accepts the alternative flat-rate proposed by the beneficiary, it will formally notify the application of the accepted alternative flat-rate Consequences of non-compliance If the beneficiary breaches any of its obligations under this Article, any insufficiently substantiated costs will be ineligible (see Article 6) and will be rejected (see Article 42). Such breaches may also lead to any of the other measures described in Chapter 6. ARTICLE 23 EVALUATION OF THE IMPACT OF THE ACTION 23.1 Right to evaluate the impact of the action The Agency or the Commission may carry out interim and final evaluations of the impact of the action measured against the objective of the EU programme. Evaluations may be started during implementation of the action and up to three years after the payment of the balance. The evaluation is considered to start on the date of the formal notification to the beneficiary. The Agency or the Commission may make these evaluations directly (using its own staff) or indirectly (using external bodies or persons it has authorised to do so). The beneficiary must provide any information relevant to evaluate the impact of the action, including information in electronic format. 21

22 23.2 Consequences of non-compliance If the beneficiary breaches any of its obligations under this Article, the Agency may apply the measures described in Chapter 6. SECTION 3 RIGHTS AND OBLIGATIONS RELATED TO BACKGROUND AND RESULTS SUBSECTION 1 GENERAL ARTICLE 23a MANAGEMENT OF INTELLECTUAL PROPERTY Not applicable SUBSECTION 2 RIGHTS AND OBLIGATIONS RELATED TO BACKGROUND ARTICLE 24 AGREEMENT ON BACKGROUND Not applicable ARTICLE 25 ACCESS RIGHTS TO BACKGROUND Not applicable SUBSECTION 3 RIGHTS AND OBLIGATIONS RELATED TO RESULTS ARTICLE 26 OWNERSHIP OF RESULTS Not applicable ARTICLE 27 PROTECTION OF RESULTS VISIBILITY OF EU FUNDING Not applicable ARTICLE 28 EXPLOITATION OF RESULTS Not applicable ARTICLE 29 DISSEMINATION OF RESULTS OPEN ACCESS VISIBILITY OF EU FUNDING Not applicable ARTICLE 30 TRANSFER AND LICENSING OF RESULTS Not applicable 22

23 ARTICLE 31 ACCESS RIGHTS TO RESULTS Not applicable SECTION 4 OTHER RIGHTS AND OBLIGATIONS ARTICLE 32 RECRUITMENT AND WORKING CONDITIONS FOR RESEARCHERS Not applicable ARTICLE 33 GENDER EQUALITY Not applicable ARTICLE 34 ETHICS 34.1 Obligation to comply with ethical principles The beneficiary must carry out the action in compliance with: (a) ethical principles (including the highest standards of research integrity as set out, for instance, in the European Code of Conduct for Research Integrity 4 and including, in particular, avoiding fabrication, falsification, plagiarism or other research misconduct) and (b) applicable international, EU and national law. Funding will not be granted for activities carried out outside the EU if they are prohibited in all Member States. The beneficiary must ensure that the activities under the action have an exclusive focus on civil applications. The beneficiary must ensure that the activities under the action do not: (a) aim at human cloning for reproductive purposes; (b) intend to modify the genetic heritage of human beings which could make such changes heritable (with the exception of research relating to cancer treatment of the gonads, which may be financed), or (c) intend to create human embryos solely for the purpose of research or for the purpose of stem cell procurement, including by means of somatic cell nuclear transfer Activities raising ethical issues Activities raising ethical issues must comply with the ethics requirements set out in Annex 1. 4 The European Code of Conduct for Research Integrity of ALLEA (All European Academies) and ESF (European Science Foundation) of March

24 Before the beginning of an activity raising an ethical issue, the beneficiary must submit (see Article 52) to the Agency copy of: (a) any ethics committee opinion required under national law and (b) any notification or authorisation for activities raising ethical issues required under national law. If these documents are not in English, the beneficiary must also submit an English summary of the submitted opinions, notifications and authorisations (containing, if available, the conclusions of the committee or authority concerned). If these documents are specifically requested for the action, the request must contain an explicit reference to the action title. The beneficiary must submit a declaration that all the submitted documents cover the action tasks Activities involving human embryos or human embryonic stem cells Activities involving research on human embryos or human embryonic stem cells may be carried out only if: - they are set out in Annex 1 or - the beneficiary has obtained explicit approval (in writing) from the Agency (see Article 52) Consequences of non-compliance If the beneficiary breaches any of its obligations under this Article, the grant may be reduced (see Article 43) and the Agreement may be terminated (see Article 50). Such breaches may also lead to any of the other measures described in Chapter 6. ARTICLE 35 CONFLICT OF INTERESTS 35.1 Obligation to avoid a conflict of interests The beneficiary must take all measures to prevent any situation where the impartial and objective implementation of the action is compromised for reasons involving economic interest, political or national affinity, family or emotional ties or any other shared interest ( conflict of interests ). It must formally notify to the Agency without delay any situation constituting or likely to lead to a conflict of interests and immediately take all the necessary steps to rectify this situation. The Agency may verify that the measures taken are appropriate and may require additional measures to be taken by a specified deadline Consequences of non-compliance If the beneficiary breaches any of its obligations under this Article, the grant may be reduced (see Article 43) and the Agreement may be terminated (see Article 50). Such breaches may also lead to any of the other measures described in Chapter 6. 24

25 ARTICLE 36 CONFIDENTIALITY 36.1 General obligation to maintain confidentiality The parties must keep confidential any data, documents or other material (in any form) that is identified as confidential at the time it is disclosed ( confidential information ). They may use confidential information to implement the Agreement. The confidentiality obligations no longer apply if: (a) the disclosing party agrees to release the other party; (b) the information was already known by the recipient or is given to him without obligation of confidentiality by a third party that was not bound by any obligation of confidentiality; (c) the recipient proves that the information was developed without the use of confidential information; (d) the information becomes generally and publicly available, without breaching any confidentiality obligation, or (e) the disclosure of the information is required by EU or national law Consequences of non-compliance If the beneficiary breaches any of its obligations under this Article, the grant may be reduced (see Article 43). Such breaches may also lead to any of the other measures described in Chapter 6. ARTICLE 37 SECURITY-RELATED OBLIGATIONS Not applicable ARTICLE 38 PROMOTING THE ACTION VISIBILITY OF EU FUNDING 38.1 Obligation to promote the action and its results Information on EU funding Obligation and right to use the EU emblem Disclaimer excluding Agency responsibility Agency right to use materials, documents or information The beneficiary must promote the action and its results. Any communication activity related to the action must: (a) display the EU emblem and (b) include the following text: This project has received funding from the European Union s Horizon 2020 research and innovation programme under grant agreement No [number]. 25

26 Any communication activity related to the action must indicate that it reflects only the author s view and that the Agency is not responsible for any use that may be made of the information it contains. The Agency may use, for its own communication and publicising activities, information relating to the action, documents notably summaries for publication and public deliverables as well as any other material such as pictures or audio-visual material that it receives from the beneficiary (including in electronic form). The right to use the beneficiary s materials, documents and information includes: (a) use for its own purposes (in particular, making them available to persons working for the Agency or any other EU institution, body, office or agency or body or institutions in EU Member States; and copying or reproducing them in whole or in part, in unlimited numbers); (b) distribution to the public (in particular, publication as hard copies and in electronic or digital format, publication on the internet, as a downloadable or non-downloadable file, broadcasting by any channel, public display or presentation, communicating through press information services, or inclusion in widely accessible databases or indexes); (c) editing or redrafting for communication and publicising activities (including shortening, summarising, inserting other elements (such as meta-data, legends, other graphic, visual, audio or text elements), extracting parts (e.g. audio or video files), dividing into parts, use in a compilation); (d) translation; (e) giving access in response to individual requests under Regulation (EC) No 1049/2001, without the right to reproduce or exploit; (f) storage in paper, electronic or other form; (g) archiving, in line with applicable document-management rules, and (h) the right to authorise third parties to act on its behalf or sub-license the modes of exploitation set out in Points (b),(c),(d) and (f) to third parties if needed for the communication and publicising activities of the Agency Consequences of non-compliance If the beneficiary breaches any of its obligations under this Article, the grant may be reduced (see Article 43). Such breaches may also lead to any of the other measures described in Chapter 6. 26

27 ARTICLE 39 PROCESSING OF PERSONAL DATA 39.1 Processing of personal data by the Agency and the Commission Any personal data under the Agreement will be processed by the Agency or the Commission under Regulation No 45/ and according to the notifications of the processing operations to the Data Protection Officer (DPO) of the Agency or the Commission (publicly accessible in the DPO register). Such data will be processed by the data controller of the Agency or the Commission for the purposes of implementing, managing and monitoring the Agreement (including checks, reviews, audits and investigations; see Article 22). The persons whose personal data are processed have the right to access and correct their own personal data. For this purpose, they must send any queries about the processing of their personal data to the data controller, via the contact point indicated in the service specific privacy statement(s) (SSPS) that are published on the Agency and the Commission websites. They also have the right to have recourse at any time to the European Data Protection Supervisor (EDPS) Processing of personal data by the beneficiary The beneficiary must process personal data under the Agreement in compliance with applicable EU and national law on data protection (including authorisations or notification requirements) Consequences of non-compliance If the beneficiary breaches any of its obligations under Article 39.2, the Agency may apply any of the measures described in Chapter 6. ARTICLE 40 ASSIGNMENTS OF CLAIMS FOR PAYMENT AGAINST THE AGENCY The beneficiary may not assign any of its claims for payment against the Agency to any third party, except if approved by the Agency on the basis of a reasoned, written request. If the Agency has not accepted the assignment or the terms of it are not observed, the assignment will have no effect on it. In no circumstances will an assignment release the beneficiary from its obligations towards the Agency. 5 Regulation (EC) No 45/2001 of the European Parliament and of the Council of 18 December 2000 on the protection of individuals with regard to the processing of personal data by the Community institutions and bodies and on the free movement of such data (OJ L 8, , p. 1). 27

28 CHAPTER 5 DIVISION OF THE BENEFICIARY S ROLES AND RESPONSIBILITIES RELATIONSHIP WITH COMPLEMENTARY BENEFICIARIES RELATIONSHIP WITH PARTNERS OF A JOINT ACTION ARTICLE 41 DIVISION OF THE BENEFICIARY S ROLES AND RESPONSIBILITIES RELATIONSHIP WITH COMPLEMENTARY BENEFICIARIES RELATIONSHIP WITH PARTNERS OF A JOINT ACTION 41.1 Roles and responsibility towards the Agency The beneficiary has full responsibility for implementing the action and complying with the Agreement. The beneficiary is itself responsible for: (a) monitoring that the action is implemented properly (see Article 7); (b) informing the Agency immediately of any events or circumstances likely to affect significantly or delay the implementation of the action (see Article 17); (c) submit the deliverables and the report to the Agency (see Articles 19 and 20); (d) submit to the Agency in good time any documents or information required by it and may not subcontract these tasks to any third party Internal division of roles and responsibilities Not applicable 41.3 Internal arrangements between beneficiaries Consortium agreement Not applicable 41.4 Relationship with complementary beneficiaries Collaboration agreement Not applicable 41.5 Relationship with partners of a joint action Coordination agreement Not applicable CHAPTER 6 REJECTION OF COSTS REDUCTION OF THE GRANT RECOVERY PENALTIES DAMAGES SUSPENSION TERMINATION FORCE MAJEURE SECTION 1 REJECTION OF COSTS REDUCTION OF THE GRANT RECOVERY PENALTIES 28

29 ARTICLE 42 REJECTION OF INELIGIBLE COSTS 42.1 Conditions The Agency will at the payment of the balance or afterwards reject any costs which are ineligible (i.e. if the action as described in Annex 1 is not properly implemented; see Article 6), in particular following checks, reviews, audits or investigations (see Article 22) The rejection may also be based on the extension of findings from other grants to this grant, under the conditions set out in Article Ineligible costs to be rejected Calculation Procedure Ineligible costs will be rejected proportionally to the tasks or parts of the action not implemented. If the Agency rejects costs without reduction of the grant (see Article 43) or recovery of undue amounts (see Article 44), it will formally notify the beneficiary the rejection of costs, the amounts and the reasons why (if applicable, together with the notification of amounts due; see Article 21.5). The beneficiary may within 30 days of receiving notification formally notify the Agency of its disagreement and the reasons why. If the Agency rejects costs with reduction of the grant or recovery of undue amounts, it will formally notify the rejection in the pre-information letter on reduction or recovery set out in Articles 43 and Effects If the Agency rejects costs at the payment of the balance, it will deduct them from the total eligible costs declared, for the action, in the financial statement (see Article 20.4). It will then calculate the payment of the balance as set out in Article If the Agency rejects costs after the payment of the balance, it will deduct the amount rejected from the total eligible costs declared, in the financial statement. It will then calculate the revised final grant amount as set out in Article 5.4. ARTICLE 43 REDUCTION OF THE GRANT 43.1 Conditions The Agency may at the payment of the balance or afterwards reduce the maximum grant amount (see Article 5.1), if an obligation under the Agreement (other than improper implementation of the action as described in Annex 1) has been breached The Agency may also reduce the maximum grant amount on the basis of the extension of findings from other grants to this grant, under the conditions set out in Article Amount to be reduced Calculation Procedure The amount of the reduction will be proportionate to the seriousness of the breach. Before reduction of the grant, the Agency will formally notify a pre-information letter to the beneficiary: 29

30 - informing it of its intention to reduce the grant, the amount it intends to reduce and the reasons why and - inviting it to submit observations within 30 days of receiving notification If the Agency does not receive any observations or decides to pursue reduction despite the observations it has received, it will formally notify confirmation of the reduction (if applicable, together with the notification of amounts due; see Article 21) Effects If the Agency reduces the grant at the time of the payment of the balance, it will calculate the reduced grant amount for the action and then determine the amount due as payment of the balance (see Articles and 21.4). If the Agency reduces the grant after the payment of the balance, it will calculate the revised final grant amount (see Article 5.4). If the revised final grant amount is lower than of the final grant amount, the Agency will recover the difference (see Article 44). ARTICLE 44 RECOVERY OF UNDUE AMOUNTS 44.1 Amount to be recovered Calculation Procedure The Agency will at the payment of the balance or afterwards claim back any amount that was paid, but is not due under the Agreement Recovery after termination of a beneficiary s participation Not applicable Recovery at payment of the balance If the payment of the balance takes the form of a recovery (see Article 21.4), the Agency will formally notify a pre-information letter to the beneficiary: - informing it of its intention to recover, the amount due as the balance and the reasons why; - specifying that it intends to deduct the amount to be recovered from the amount retained for the Guarantee Fund and - inviting it to submit observations within 30 days of receiving notification. If no observations are submitted or the Agency decides to pursue recovery despite the observations it has received, it will confirm recovery (together with the notification of amounts due; see Article 21.5) and: - pay the difference between the amount to be recovered and the amount retained for the Guarantee Fund, if the difference is positive or - formally notify to the beneficiary a debit note for the difference between the amount to be recovered and the amount retained for the Guarantee Fund, if the difference is negative. This note will also specify the terms and the date for payment. 30

31 If payment is not made by the date in the debit note, the Agency will recover the amount:. (a) by offsetting it without the beneficiary s consent against any amounts owed to the beneficiary by the Agency, the Commission or another executive agency (from the EU or Euratom budget). In exceptional circumstances, to safeguard the EU s financial interests, the Agency may offset before the payment date specified in the debit note; (b) by drawing on the Guarantee Fund. The Agency or the Commission will formally notify the beneficiary the debit note on behalf of the Guarantee Fund and recover the amount: (i) (ii) not applicable; by taking legal action (see Article 57) or by adopting an enforceable decision under Article 299 of the Treaty on the Functioning of the EU (TFEU) and Article 79(2) of the Financial Regulation No 966/2012. If payment is not made by the date in the debit note, the amount to be recovered (see above) will be increased by late-payment interest at the rate set out in Article 21.11, from the day following the payment date in the debit note, up to and including the date the Agency or the Commission receives full payment of the amount. Partial payments will be first credited against expenses, charges and late-payment interest and then against the principal. Bank charges incurred in the recovery process will be borne by the beneficiary, unless Directive 2007/64/EC applies Recovery of amounts after payment of the balance If the revised final grant amount (see Article 5.4) is lower than the final grant amount, the beneficiary must repay the difference to the Agency. The Agency will formally notify a pre-information letter to the beneficiary: - informing it of its intention to recover, the due amount and the reasons why and - inviting it to submit observations within 30 days of receiving notification. If no observations are submitted or the Agency decides to pursue recovery despite the observations it has received, it will confirm the amount to be recovered and formally notify to the beneficiary a debit note. This note will also specify the terms and the date for payment. If payment is not made by the date specified in the debit note, the Agency will recover the amount: (a) by offsetting it without the beneficiary s consent against any amounts owed to the beneficiary by the Agency, the Commission or another executive agency (from the EU or Euratom budget). In exceptional circumstances, to safeguard the EU s financial interests, the Agency may offset before the payment date specified in the debit note; 31

32 (b) by drawing on the Guarantee Fund. The Agency or the Commission will formally notify the beneficiary the debit note on behalf of the Guarantee Fund and recover the amount: (i) (ii) not applicable; by taking legal action (see Article 57) or by adopting an enforceable decision under Article 299 of the Treaty on the Functioning of the EU (TFEU) and Article 79(2) of the Financial Regulation No 966/2012. If payment is not made by the date in the debit note, the amount to be recovered (see above) will be increased by late-payment interest at the rate set out in Article 21.11, from the day following the date for payment in the debit note, up to and including the date the Agency or the Commission receives full payment of the amount. Partial payments will be first credited against expenses, charges and late-payment interest and then against the principal. Bank charges incurred in the recovery process will be borne by the beneficiary, unless Directive 2007/64/EC applies. ARTICLE 45 ADMINISTRATIVE AND FINANCIAL PENALTIES 45.1 Conditions Under Articles 109 and 131(4) of the Financial Regulation No 966/2012, the Agency may impose administrative and financial penalties if the beneficiary: (a) has committed substantial errors, irregularities or fraud or is in serious breach of its obligations under the Agreement or (b) has made false declarations about information required under the Agreement or for the submission of the proposal (or has not supplied such information). Under Article 109(3) of the Financial Regulation No 966/2012, the Agency or the Commission may under certain conditions and limits publish decisions imposing administrative or financial penalties Duration Amount of penalty Calculation Administrative penalties exclude the beneficiary from all contracts and grants financed from the EU or Euratom budget for a maximum of five years from the date the infringement is established by the Agency. If the beneficiary commits another infringement within five years of the date the first infringement is established, the Agency may extend the exclusion period up to 10 years. Financial penalties will be between 2% and 10% of the maximum EU contribution in the estimated budget (see Annex 2). If the beneficiary commits another infringement within five years of the date the first infringement is established, the Agency may increase the rate of financial penalties to between 4% and 20%. 32

33 45.3 Procedure Before applying a penalty, the Agency will formally notify the beneficiary: - informing it of its intention to impose a penalty, its duration or amount and the reasons why and - inviting it to submit observations within 30 days. If the Agency does not receive any observations or decides to impose the penalty despite of observations it has received, it will formally notify confirmation of the penalty to the beneficiary and in case of financial penalties deduct the penalty from the payment of the balance or formally notify a debit note, specifying the amount to be recovered, the terms and the date for payment. If payment is not made by the date specified in the debit note, the Agency or the Commission may recover the amount: (a) by offsetting it without the beneficiary s consent against any amounts owed to the beneficiary by the Agency, the Commission or another executive agency (from the EU or Euratom budget). In exceptional circumstances, to safeguard the EU s financial interests, the Agency may offset before the payment date in the debit note; (b) by taking legal action (see Article 57) or by adopting an enforceable decision under Article 299 of the Treaty on the Functioning of the EU (TFEU) and Article 79(2) of the Financial Regulation No 966/2012. If payment is not made by the date in the debit note, the amount to be recovered (see above) will be increased by late-payment interest at the rate set out in Article 21.11, from the day following the payment date in the debit note, up to and including the date the Agency or the Commission receives full payment of the amount. Partial payments will be first credited against expenses, charges and late-payment interest and then against the principal. Bank charges incurred in the recovery process will be borne by the beneficiary, unless Directive 2007/64/EC applies. SECTION 2 LIABILITY FOR DAMAGES ARTICLE 46 LIABILITY FOR DAMAGES 46.1 Liability of the Agency The Agency cannot be held liable for any damage caused to the beneficiary (or to third parties) as a consequence of implementing the Agreement, including for gross negligence. The Agency cannot be held liable for any damage caused by the beneficiary or third parties involved in the action, as a consequence on implementing the Agreement. 33

34 46.2 Liability of the beneficiary Conditions Except in case of force majeure (see Article 51), the beneficiary must compensate the Agency for any damage it sustains as a result of the implementation of the action or because the action was not implemented in full compliance with the Agreement Amount of damages - Calculation The amount the Agency can claim from the beneficiary will correspond to the damage caused by that beneficiary Procedure Before claiming damages, the Agency will formally notify the beneficiary: - informing it of its intention to claim damages, the amount and the reasons why and - inviting it to submit observations within 30 days. If the Agency does not receive any observations or decides to claim damages despite the observations it has received, it will formally notify confirmation of the claim for damages and a debit note, specifying the amount to be recovered, the terms and the date for payment. If payment is not made by the date specified in the debit note, the Agency or the Commission may recover the amount: (a) by offsetting it without the beneficiary s consent against any amounts owed to the beneficiary concerned by the Agency, the Commission or another executive agency (from the EU or Euratom budget). In exceptional circumstances, to safeguard the EU s financial interests, the Agency may offset before the payment date specified in the debit note; (b) by taking legal action (see Article 57) or by adopting an enforceable decision under Article 299 of the Treaty on the Functioning of the EU (TFEU) and Article 79(2) of the Financial Regulation No 966/2012. If payment is not made by the date in the debit note, the amount to be recovered (see above) will be increased by late-payment interest at the rate set out in Article 21.11, from the day following the payment date in the debit note, up to and including the date the Agency or the Commission receives full payment of the amount. Partial payments will be first credited against expenses, charges and late-payment interest and then against the principal. Bank charges incurred in the recovery process will be borne by the beneficiary, unless Directive 2007/64/EC applies. SECTION 3 SUSPENSION AND TERMINATION 34

35 ARTICLE 47 SUSPENSION OF PAYMENT DEADLINE 47.1 Conditions The Agency may at any moment suspend the payment deadline (see Article 21.2 to 21.4) if a request for payment (see Article 20) cannot be approved because: (a) it does not comply with the provisions of the Agreement (see Article 20); (b) the technical or financial report has not been submitted or is not complete or additional information is needed, or (c) there is doubt about the eligibility of the costs declared in the financial statement and additional checks, reviews, audits or investigations are necessary Procedure The Agency will formally notify the beneficiary of the suspension and the reasons why. The suspension will take effect the day notification is sent by the Agency (see Article 52). If the conditions for suspending the payment deadline are no longer met, the suspension will be lifted and the remaining period will resume. If the suspension exceeds two months, the beneficiary may request the Agency if the suspension will continue. If the payment deadline has been suspended due to the non-compliance of the technical or financial report (see Article 20) and the revised report or statement is not submitted or was submitted but is also rejected, the Agency may also terminate the Agreement (see Article (l)). ARTICLE 48 SUSPENSION OF PAYMENTS 48.1 Conditions The Agency may at any moment suspend, in whole or in part, the pre-financing payment or the payment of the balance, if the beneficiary: (a) has committed or is suspected of having committed substantial errors, irregularities, fraud or serious breach of obligations in the award procedure or under this Agreement or (b) has committed in other EU or Euratom grants awarded to it under similar conditions systemic or recurrent errors, irregularities, fraud or serious breach of obligations that have a material impact on this grant (extension of findings from other grants to this grant; see Article ) Procedure Before suspending payments, the Agency will formally notify the beneficiary - informing it of its intention to suspend payments and the reasons why and - inviting it to submit observations within 30 days of receiving notification. 35

36 If the Agency does not receive observations or decides to pursue the procedure despite the observations it has received, it will formally notify confirmation of the suspension. Otherwise, it will formally notify that the suspension procedure is not continued. The suspension will take effect the day the confirmation notification is sent by the Agency. If the conditions for resuming payments are met, the suspension will be lifted. The Agency will formally notify the beneficiary The beneficiary may suspend implementation of the action (see Article 49.1) or terminate the Agreement (see Article 50.1 and 50.2). ARTICLE 49 SUSPENSION OF THE ACTION IMPLEMENTATION 49.1 Suspension of the action implementation, by the beneficiary Conditions The beneficiary may suspend implementation of the action or any part of it, if exceptional circumstances in particular force majeure (see Article 51) make implementation impossible or excessively difficult Procedure The beneficiary must immediately formally notify to the Agency the suspension (see Article 52), stating: - the reasons why and - the expected date of resumption. The suspension will take effect the day this notification is received by the Agency. Once circumstances allow for implementation to resume, the beneficiary must immediately formally notify the Agency and request an amendment of the Agreement to set the date on which the action will be resumed, extend the duration of the action and make other changes necessary to adapt the action to the new situation (see Article 55) unless the Agreement has been terminated (see Article 50). The suspension will be lifted with effect from the resumption date set out in the amendment. This date may be before the date on which the amendment enters into force. Costs incurred during suspension of the action implementation are not eligible (see Article 6) Suspension of the action implementation, by the Agency Conditions The Agency may suspend implementation of the action or any part of it: (a) if the beneficiary has committed or is suspected of having committed substantial errors, irregularities, fraud or serious breach of obligations in the award procedure or under this Agreement; 36

37 (b) if the beneficiary has committed in other EU or Euratom grants awarded to it under similar conditions systemic or recurrent errors, irregularities, fraud or serious breach of obligations that have a material impact on this grant (extension of findings from other grants to this grant; see Article ), or (c) if the action is suspected of having lost its scientific or technological relevance Procedure Before suspending implementation of the action, the Agency will formally notify the beneficiary: - informing it of its intention to suspend the implementation and the reasons why and - inviting it to submit observations within 30 days of receiving notification. If the Agency does not receive observations or decides to pursue the procedure despite the observations it has received, it will formally notify confirmation of the suspension. Otherwise, it will formally notify that the procedure is not continued. The suspension will take effect five days after confirmation notification is received by the beneficiary (or on a later date specified in the notification). It will be lifted if the conditions for resuming implementation of the action are met. The beneficiary will be formally notified of the lifting and the Agreement will be amended to set the date on which the action will be resumed, extend the duration of the action and make other changes necessary to adapt the action to the new situation (see Article 55) unless the Agreement has already been terminated (see Article 50). The suspension will be lifted with effect from the resumption date set out in the amendment. This date may be before the date on which the amendment enters into force. Costs incurred during suspension are not eligible (see Article 6). The beneficiary may not claim damages due to suspension by the Agency (see Article 46). Suspension of the action implementation does not affect the Agency's right to terminate the Agreement (see Article 50), reduce the grant or recover amounts unduly paid (see Articles 43 and 44). ARTICLE 50 TERMINATION OF THE AGREEMENT 50.1 Termination of the Agreement by the beneficiary Conditions and procedure The beneficiary may terminate the Agreement. The beneficiary must formally notify termination to the Agency (see Article 52), stating: - the reasons why and - the date the termination will take effect. This date must be after the notification. 37

38 If no reasons are given or if the Agency considers the reasons do not justify termination, the Agreement will be considered to have been terminated improperly. The termination will take effect on the day specified in the notification Effects The beneficiary must submit within 60 days from when termination takes effect the final report (see Article 20). If the Agency does not receive the report within the deadline (see above), no costs will be reimbursed. The Agency will calculate the final grant amount (see Article 5.3) and the balance (see Article 21), on the basis of the report submitted, the eligible costs and compliance with other obligations under the Agreement. In case of improper termination, the grant will be reduced by 100% (see Article 43) Termination of the participation of one or more beneficiaries, by the beneficiaries Not applicable 50.3 Termination of the Agreement, by the Agency Conditions The Agency may terminate the Agreement, if: (a) (b) (c) (d) not applicable; a change to the benficiary's legal, financial, technical, organisational or ownership situation is likely to substantially affect or delay the implementation of the action or calls into question the decision to award the grant; not applicable; implementation of the action is prevented by force majeure (see Article 51) or suspended by the beneficiary (see Article 49.1) and either: (i) (ii) resumption is impossible, or the necessary changes to the Agreement would call into question the decision awarding the grant or breach the principle of equal treatment of applicants; (e) (f) (g) the beneficiary is declared bankrupt, being wound up, having its affairs administered by the courts, has entered into an arrangement with creditors, has suspended business activities, or is subject to any other similar proceedings or procedures under national law; the beneficiary (or a natural person who has the power to represent or take decisions on its behalf) has been found guilty of professional misconduct, proven by any means; the beneficiary does not comply with the applicable national law on taxes and social security; 38

39 (h) (i) (j) (k) (l) the action has lost scientific or technological relevance; not applicable; not applicable; the beneficiary (or a natural person who has the power to represent or take decisions on its behalf) has committed fraud, corruption, or is involved in a criminal organisation, money laundering or any other illegal activity affecting the EU s financial interests; the beneficiary (or a natural person who has the power to represent or take decisions on its behalf) has in the award procedure or under the Agreement committed: (i) (ii) substantial errors, irregularities, fraud or serious breach of obligations, including improper implementation of the action, submission of false information, failure to provide required information, breach of ethical principles; (m) the beneficiary has committed in other EU or Euratom grants awarded to it under similar conditions systemic or recurrent errors, irregularities, fraud or serious breach of obligations that have a material impact on this grant ( extension of findings from other grants to this grant ) Procedure Before terminating the Agreement, the Agency will formally notify the beneficiary: - informing it of its intention to terminate and the reasons why and - inviting it, within 30 days of receiving notification, to submit observations and in case of Point (l.ii) above to inform the Agency of the measures to ensure compliance with the obligations under the Agreement. If the Agency does not receive observations or decides to pursue the procedure despite the observations it has received, it will formally notify to the beneficiary confirmation of the termination and the date it will take effect. Otherwise, it will formally notify that the procedure is not continued. The termination will take effect: - for terminations under Points (b), (e), (g), (h), (j), and (l.ii) above: on the day specified in the notification of the confirmation (see above); - for terminations under Points (d), (f), (i), (k), (l.i) and (m) above: on the day after the notification of the confirmation is received by the beneficiary Effects The beneficiary must within 60 days from when termination takes effect submit the final report (see Article 20). If the Agency does not receive the report within the deadline (see above), no costs will be reimbursed. 39

40 The Agency will calculate the final grant amount (see Article 5.3) and the balance (see Article 21), on the basis of the report submitted, the eligible costs and compliance with other obligations under the Agreement. This does not affect the Agency's right to reduce the grant (see Article 43) or to impose administrative and financial penalties (Article 45). The beneficiaries may not claim damages due to termination by the Agency (see Article 46). SECTION 4 FORCE MAJEURE ARTICLE 51 FORCE MAJEURE Force majeure means any situation or event that: - prevents either party from fulfilling their obligations under the Agreement, - was unforeseeable, exceptional situation and beyond the parties control, - was not due to error or negligence on their part (or on the part of third parties involved in the action), and - proves to be inevitable in spite of exercising all due diligence. The following cannot be invoked as force majeure: - any default of a service, defect in equipment or material or delays in making them available, unless they stem directly from a relevant case of force majeure, - labour disputes or strikes, or - financial difficulties. Any situation constituting force majeure must be formally notified to the other party without delay, stating the nature, likely duration and foreseeable effects. The parties must immediately take all the necessary steps to limit any damage due to force majeure and do their best to resume implementation of the action as soon as possible. The party prevented by force majeure from fulfilling its obligations under the Agreement cannot be considered in breach of them. CHAPTER 7 FINAL PROVISIONS ARTICLE 52 COMMUNICATION BETWEEN THE PARTIES 52.1 Form and means of communication Communication under the Agreement (information, requests, submissions, formal notifications, etc.) must: 40

41 - be made in writing and - bear the number of the Agreement. Until the payment of the balance: all communication must be made through the electronic exchange system and using the forms and templates provided there. After the payment of the balance: formal notifications must be made by registered post with proof of delivery ( formal notification on paper ). Communications in the electronic exchange system must be made by persons authorised according to the Terms and Conditions of Use of the electronic exchange system. For naming the authorised persons, the beneficiary must have designated before the signature of this Agreement a Legal Entity Appointed Representative (LEAR). The role and tasks of the LEAR are stipulated in his/her appointment letter (see Terms and Conditions of Use of the electronic exchange system). If the electronic exchange system is temporarily unavailable, instructions will be given on the Agency and the Commission websites Date of communication Communications are considered to have been made when they are sent by the sending party (i.e. on the date and time they are sent through the electronic exchange system). Formal notifications through the electronic exchange system are considered to have been made when they are received by the receiving party (i.e. on the date and time of acceptance by the receiving party, as indicated by the time stamp). A formal notification that has not been accepted within 10 days after sending is considered to have been accepted. Formal notifications on paper sent byregistered post with proof of delivery (only after the payment of the balance) are considered to have been made on either: - the delivery date registered by the postal service or - the deadline for collection at the post office. If the electronic exchange system is temporarily unavailable, the sending party cannot be considered in breach of its obligation to send a communication within a specified deadline Addresses for communication The electronic exchange system must be accessed via the following URL: The Agency will formally notify the beneficiary in advance any changes to this URL. Formal notifications on paper (only after the payment of the balance) addressed to the Agency must be sent to the following address: 41

42 Executive Agency for Small and Medium-sized Enterprises (EASME) H2020 SME COV2 03/090 B-1049 Brussels Belgium Formal notifications on paper (only after the payment of the balance) addressed to the beneficiary must be sent to its legal address as specified in the Beneficiary Register (in the electronic exchange system). ARTICLE 53 INTERPRETATION OF THE AGREEMENT 53.1 Precedence of the Terms and Conditions over the Annexes The provisions in the Terms and Conditions of the Agreement take precedence over its Annexes. Annex 2 takes precedence over Annex Privileges and immunities Not applicable ARTICLE 54 CALCULATION OF PERIODS, DATES AND DEADLINES In accordance with Regulation No 1182/71 6, periods expressed in days, months or years are calculated from the moment the triggering event occurs. The day during which that event occurs is not considered as falling within the period. ARTICLE 55 AMENDMENTS TO THE AGREEMENT 55.1 Conditions The Agreement may be amended, unless the amendment entails changes to the Agreement which would call into question the decision awarding the grant or breach the principle of equal treatment of applicants. Amendments may be requested by any of the parties Procedure The party requesting an amendment must submit a request for amendment signed in the electronic exchange system (see Article 52). The request for amendment must include: - the reasons why; - the appropriate supporting documents; 6 Regulation (EEC, Euratom) No 1182/71 of the Council of 3 June 1971 determining the rules applicable to periods, dates and time-limits (OJ L 124, , p. 1). 42

43 The Agency may request additional information. If the party receiving the request agrees, it must sign the amendment in the electronic exchange system within 45 days of receiving notification (or any additional information the Agency has requested). If it does not agree, it must formally notify its disagreement within the same deadline. The deadline may be extended, if necessary for the assessment of the request. If no notification is received within the deadline, the request is considered to have been rejected An amendment enters into force on the day of the signature of the receiving party. An amendment takes effect on the date agreed by the parties or, in the absence of such an agreement, on the date on which the amendment enters into force. ARTICLE 56 ACCESSION TO THE AGREEMENT Not applicable ARTICLE 57 APPLICABLE LAW AND SETTLEMENT OF DISPUTES 57.1 Applicable law The Agreement is governed by the applicable EU law, supplemented, if necessary by the law of Belgium Dispute settlement If a dispute concerning the interpretation, application or validity of the Agreement cannot be settled amicably, the General Court or, on appeal, the Court of Justice of the European Union has sole jurisdiction. Such actions must be brought under Article 272 of the Treaty on the Functioning of the EU (TFEU). If a dispute concerns administrative or financial penalties, offsetting or an enforceable decision under Article 299 TFEU (see Articles 44, 45 and 46), the beneficiary must bring action before the General Court or, on appeal, the Court of Justice of the European Union under Article 263 TFEU. Actions against enforceable decisions must be brought against the Commission (not against the Agency). 43

44 ARTICLE 58 ENTRY INTO FORCE OF THE AGREEMENT The Agreement will enter into force on the day of signature by the Agency or the beneficiary, depending on which is later. SIGNATURES For the beneficiary For the Agency [--TGSMark#signature _75_210--] [--TGSMark#signature-service_75_210--] 44

45 EUROPEAN COMMISSION Executive Agency for Small and Medium-sized Enterprises (EASME) H2020 SME ANNEX 1 (part A) SME instrument phase 1 NUMBER i2d

46 Table of Contents 1.1. The project summary The list of beneficiaries Workplan Tables - Detailed implementation WT1 List of work packages WT2 List of deliverables WT3 Work package descriptions...7 Work package WT4 List of milestones WT5 Critical Implementation risks and mitigation actions WT6 Summary of project effort contribution WT7 Tentative schedule of project reviews Ethics Requirements...13

47 1.1. The project summary Project Number Project Acronym 2 i2d Project title 3 Starting date 4 One form per project General information i2d intelligence to drive The first day of the month after the signature by the Commission Duration in months 5 6 Call (part) identifier 6 Topic Fixed EC Keywords Free keywords H2020-SMEINST IT Small business innovation research for Transport Smart Transportation,Eco Driving,Vehicle-Infrastructure-Vehicle,Vehicle to Vehicle communications,business Intelligence over Big Data Abstract 7 Road Transportation represents a growing problem to be urgently solved by modern societies. More than 1 million vehicles, producing 25% of all CO2 emissions, consuming 30% of all available fossil energy and being the cause for more than casualties, every year. LiveDrive promoters, dedicated long years of R&D analyzing data driving dynamics and how to transform this raw data into valuable information. This effort was the major source to the i2d Intelligence to Drive project, a Car Telematics Platform to collect raw data from the driving dynamics, transformed into valuable information, using complex innovative algorithms, available to all potential users of the road transportation ecosystem. The R&D stage of i2d project, co-sponsored by FAI ( made proof of the basic ideas and the underline technologies, building a platform with 400 vehicles connected in 8 countries, collecting several thousand million data, processed by multiple complex innovative algorithms with special care to the area of privacy data protection. Innovation is at the core of i2d, both from the technical side (unique electronic devices, innovative algorithms, privacy protection mechanisms and Information Systems Architecture) and the business side (concept of collect once/sell to many ). Key business areas include, major fleets (with a new wave of Advanced Fleet Management Solutions, focused in the promotion of a new Driving Behavior), the Insurance Business (the UBI Usage Based Insurance, solutions are expected to grow from more than 250 million users (USA and EU) by the end of the decade), the Local and National Authorities (to improve traffic management and safety and allow Pay How you Drive policies) to the end user the Driver, that will be the beneficiary of all road mobility improvements. The feasibility assessment to be done during this Phase 1 is a key step for a professional approach to leverage financial resources to perform the go-to-market next stage. Page 3 of 13

48 1.2. List of Beneficiaries Project Number Project Acronym 2 i2d List of Beneficiaries No Name Short name Country Project entry month 8 Project exit month 1 LIVEDRIVE LDA Livedrive Portugal 1 6 Page 4 of 13

49 1.3. Workplan Tables - Detailed implementation WT1 List of work packages WP Number 9 WP Title Lead beneficiary 10 Start month 12 End month 13 WP1 Feasibility Study 1 - Livedrive 1 6 Page 5 of 13

50 WT2 list of deliverables Deliverable Number 14 Deliverable Title WP number 9 Lead beneficiary Type 15 D1.1 Feasibility Study WP1 1 - Livedrive Report Dissemination level 16 Confidential, only for members of the consortium (including the Commission Services) Due Date (in months) 17 6 Page 6 of 13

51 WT3 Work package descriptions Work package number 9 WP1 Lead beneficiary Livedrive Work package title Feasibility Study Start month 1 End month 6 Objectives Develop a feasibility study towards (i) validate and upgrade developed i2d Technology, (ii) validate market assumptions and (iii) validate / redesign business models and selling geographical approaches, in order to develop a go-to-market plan on a global level, including: (a) design of a mass production oriented electronic Connecting Car OBU (On board Unit), (b) develop the most cost-effective solution for mass GPRS Communications (including invest on a specific Mobile Virtual Network Operator for Connected Cars, (c) develop and/or fine-tuned products/services for identified market segments, (d) develop enhanced Car Analytics tools over Big Data (e) design appropriate Product & Services Marketing and selling campaigns. Description of work and role of partners WP1 - Feasibility Study [Months: 1-6] Livedrive Task 1 - Commercial strategy: The goal of this task is to define and refine a commercial strategy regarding segments in terms of size and activity domains. This will be performed through: (i) SWOT analysis; (ii) Identification, characterization and quantification of potential clients; (iii) Critical analysis of the competitive landscape for the product/ service; (iv) Description of target geographical markets and (v) Identification of alternative markets to expand. Task 2 - Business models and pricing: The objective for this second task is to adjust a fair pricing on the whole value chain, (i) Professional Fleets; (ii) Corporate Fleets; (ii) Insurance Companies; (iii) Individual users; (iv) Telco operators (M2M operators) and (v) National Transportation Authorities and Public Transportation Policy Entities. This is necessary to ensure a solid growth for the company and secure future investments, though, (a) Scenario planning; (b) Analysis of profit potential; and (c) Determination of economic indicators (e.g. VAT, COG, EBIT, EBT, Cash-flow). The output here is a Business Plan. Task 3 - Pilots and business strategy: It is necessary to consider additional activity that might contribute to LiveDrive turnover such as (i) Trial and pilot testing with potential customers worldwide, (ii) Business Intelligence over Big Data; (iii) OEM partnerships to get access to extra Data and (iv) Improvement and consolidation of the Business Applications for UBI (Usage Based Insurance) and afms (advanced Fleet Management Systems). The added valued, and thus the attractively of the solution, that will result from these innovations relies on the overall value chain. In this sense, the R&D plans will be linked to this strategy. Task 4 - IPR strategy: Finally, it is important to define a complete IPR strategy. This will allow to take into account the specific position of LiveDrive R&D assets which provide in the same proposition - physical devices and software intelligence - and therefore, insure a long term freedom to operate and a protection against unfair competition. Partner number and short name Livedrive Participation per Partner List of deliverables Deliverable Dissemination level Deliverable Title Lead beneficiary Number 14 Type D1.1 Feasibility Study 1 - Livedrive Report Page 7 of 13 Confidential, only for members of the consortium Due Date (in months) 17 6

52 List of deliverables Deliverable Dissemination level Deliverable Title Lead beneficiary Number 14 Type (including the Commission Services) Due Date (in months) 17 Description of deliverables The project will have the duration of 6 months. The deliverable at the end of the 6th month will be a feasibility report and business plan, which will allow LiveDrive management team to assess the opportunity and viability of the project to go forward to Phase 2 in the SME Instrument. D1.1 : Feasibility Study [6] The project will have the duration of 6 months. The deliverable at the end of the 6th month will be a feasibility report and business plan, which will allow LiveDrive management team to assess the opportunity and viability of the project to go forward to Phase 2 in the SME Instrument. Schedule of relevant Milestones Milestone number 18 Milestone title Lead beneficiary Due Date (in months) Means of verification Page 8 of 13

53 WT4 List of milestones No milestones indicated Page 9 of 13

54 WT5 Critical Implementation risks and mitigation actions No risks indicated Page 10 of 13

55 WT6 Summary of project effort contribution 1 - Livedrive WP1 Page 11 of 13

56 WT7 Tentative schedule of project reviews No project reviews indicated Page 12 of 13

57 1.4. Ethics Requirements No ethics requirements indicated Page 13 of 13

58 1. Project number The project number has been assigned by the Commission as the unique identifier for your project. It cannot be changed. The project number should appear on each page of the grant agreement preparation documents (part A and part B) to prevent errors during its handling. 2. Project acronym Use the project acronym as given in the submitted proposal. It can generally not be changed. The same acronym should appear on each page of the grant agreement preparation documents (part A and part B) to prevent errors during its handling. 3. Project title Use the title (preferably no longer than 200 characters) as indicated in the submitted proposal. Minor corrections are possible if agreed during the preparation of the grant agreement. 4. Starting date Unless a specific (fixed) starting date is duly justified and agreed upon during the preparation of the Grant Agreement, the project will start on the first day of the month following the entry into force of the Grant Agreement (NB : entry into force = signature by the Commission). Please note that if a fixed starting date is used, you will be required to provide a written justification. 5. Duration Insert the duration of the project in full months. 6. Call (part) identifier The Call (part) identifier is the reference number given in the call or part of the call you were addressing, as indicated in the publication of the call in the Official Journal of the European Union. You have to use the identifier given by the Commission in the letter inviting to prepare the grant agreement. 7. Abstract 8. Project Entry Month The month at which the participant joined the consortium, month 1 marking the start date of the project, and all other start dates being relative to this start date. 9. Work Package number Work package number: WP1, WP2, WP3,..., WPn 10. Lead beneficiary This must be one of the beneficiaries in the grant (not a third party) - Number of the beneficiary leading the work in this work package 11. Person-months per work package The total number of person-months allocated to each work package. 12. Start month Relative start date for the work in the specific work packages, month 1 marking the start date of the project, and all other start dates being relative to this start date. 13. End month Relative end date, month 1 marking the start date of the project, and all end dates being relative to this start date. 14. Deliverable number Deliverable numbers: D1 - Dn 15. Type Please indicate the type of the deliverable using one of the following codes: R Document, report DEM Demonstrator, pilot, prototype DEC Websites, patent fillings, videos, etc. OTHER 16. Dissemination level Please indicate the dissemination level using one of the following codes: PU Public

59 CO Confidential, only for members of the consortium (including the Commission Services) CI Classified, as referred to in Commission Decision 2001/844/EC 17. Delivery date for Deliverable Month in which the deliverables will be available, month 1 marking the start date of the project, and all delivery dates being relative to this start date. 18. Milestone number Milestone number:ms1, MS2,..., MSn 19. Review number Review number: RV1, RV2,..., RVn 20. Installation Number Number progressively the installations of a same infrastructure. An installation is a part of an infrastructure that could be used independently from the rest. 21. Installation country Code of the country where the installation is located or IO if the access provider (the beneficiary or linked third party) is an international organization, an ERIC or a similar legal entity. 22. Type of access VA if virtual access, TA-uc if trans-national access with access costs declared on the basis of unit cost, TA-ac if trans-national access with access costs declared as actual costs, and TA-cb if trans-national access with access costs declared as a combination of actual costs and costs on the basis of unit cost. 23. Access costs Cost of the access provided under the project. For virtual access fill only the second column. For trans-national access fill one of the two columns or both according to the way access costs are declared. Trans-national access costs on the basis of unit cost will result from the unit cost by the quantity of access to be provided.

60 History of Changes Version# Implemented by Revision Date Reason Table of Contents 1. EXCELLENCE OBJECTIVES RELATION TO THE WORK PROGRAMME CONCEPT AND APPROACH AMBITION IMPACT EXPECTED IMPACTS... 5 a) Users/Market... 5 b) Company MEASURES TO MAXIMISE IMPACT... 8 a) Dissemination and exploitation of results... 8 b) Intellectual Property, knowledge protection and regulatory issues IMPLEMENTATION WORK PLAN WORK PACKAGE AND DELIVERABLE MANAGEMENT STRUCTURE AND PROCEDURES CONSORTIUM AS A WHOLE MEMBERS OF THE CONSORTIUM PARTICIPANTS THIRD PARTIES INVOLVED IN THE PROJECT ETHICS AND SECURITY ETHICS SECURITY i2d Part B 1

61 1. Excellence 1.1 Objectives Targeting emergent highly increasing Connected Car world, based on developed, tested and proved state of the art innovative i2d Telematics Platform, LiveDrive goals are: (i) Prepare i2d Platform to mass Production/Operating; (ii) Define, start an ambitious Go to Market phase. 1. Connectivity is a Basic Human Need: Consumers are demanding an always connected lifestyle but 95% of all the devices that will be connected are not connected today; 2. Cyber Security under the Spotlight: Increased car connectivity has altered the threat landscape and automakers must take preventative action now to limit cyber risks; 3. Big Data, Big Commitment: The Internet of Things will be a $14.4 trillion industry by 2022 (Cisco Systems) but investment is needed now to push data into commercial usage; 4. Automakers Need to Grasp Car-Sharing: 43% of delegates think car-sharing will have the biggest impact on mobility by Automakers need schemes to offer this to millennials; 5. User Experience is King: Selling technology and competing on features is defunct - pushing experiences is the new differentiator. Systems must be personalized and trustworthy. Road mobility has been fundamental in the development of modern society, but resulting today in more than 1 billion vehicles in the world, with well-known impacts on fuel consumption, pollutant emissions and causing over 1 million deaths per year in car accidents. One of the main and less cared cause of all this is driver behavior. In this context, big players are leveraging ICT solutions for safety, traffic management, automatic tolling, etc. aligned with Smart Transportation & Smart Cities paradigms. In addition, from 2018 on, majority OEM cars will be connected cars from origin and will disclose all car data to develop applications, services and products. And a huge market will emerge: the aftermarket all cars already in market will need/want to be connected. Process and analyze Car Data will always be the core business. An approach to understand the market has already been performed. However, due to the low level maturity of the Connected Cars Industry, LiveDrive considers a critical success factor to develop a feasibility study that will intensify this analysis by exploring in detail: current market condition and trends; competition analysis and technological knowledge status. It is essential that this study will include a good comparison with the state-of-the-art, characterize the known commercial solutions, including costs, environmental benefits, ease-of-use and other features which are key to understand the importance of scientific accuracy and the opportunities and improvements that should be made, namely: (i) Business Intelligence and Car Analytics methodologies and Applications over Big Data; (ii) Starting an OEM partnerships approach to get access to extra Data; (iii) QoS (Quality of Service) implementation over critical processes; (iv) Figure 1 Improvement and consolidation of the Business Applications for UBI (Usage Based Insurance) and FMS (Fleet Management Systems); (v) Continuously invest on R&D activity, namely on VIV (Vehicle-Infrastructure-Vehicle) Technology and applications, namely focusing on Safety of Road Transportation; (vi) Marketing designing communication, market and selling approaches towards large public acceptance and dissemination. i2d will deliver Products and Services, on a cost-effective basis for end users, which is expected to have a significant impact on driving behavior, and consequently a positive impact on Energy consumption, Emissions and Safety. The new high-tech developed electronic device, the i2d OBU (On Board Unit) establishes an integrated transport "info-structure", relying on Car dedicated GPRS M2M communications, i2d Part B 2

62 but also on the availability of open and quality Mobility Data. i2d aims to improve transport systems at many levels: (i) Safety detailed information on driving behavior that will promote the reduction of crashes (developing Queue Warning and Speed Harmonization technology / solutions; (ii) Sustainability, since it will have an energy efficiency focus, by providing; low cost operation/mass oriented. In a nutshell, the goal is to support the implementation of a new concept "Smart Sensing Vehicles" and contribute to the establishment of a New Culture towards vehicle driving and use, through the development of an intelligent vehicle Ecosystem. 1.2 Relation to the work program The proposal will be developed under the H2020-SMEINST , namely, Smart, green and integrated transport, within the specific topic, Small business innovation research for Transport - IT Europe would be closer to solving problems related to congestion, traffic safety and environmental challenges if people, vehicles, infrastructure and businesses were connected into one cooperative ecosystem combining integrated traffic and transport management with new elements of ubiquitous data collection and system selfmanagement. Significant technological progress in this area has been made in the past years; however, large scale deployment is in its infancy. Additional research is needed to improve and demonstrate at an European scale the effectiveness and efficiency of integrated smart mobility solutions based on humanvehicle-infrastructure communication. 1.3 Conceptual approach; how innovation will explore a new market opportunity LiveDrive is a spin-off of 8 years of R&D projects involving >2.000 K investment that produced current i2d Platform, able to collect and translate data from the driving dynamics into specific driving profiles, understand how changes in the driving behavior will positively impact energy consumption, emissions and safety and quite able to transform Data into multiple valuable information, products and services based. This is a Telematics Business. Considering: 1) Today, Telematics market is still just applied to the professional fleets; 2) Current Telematics Fleet Management Solutions are mostly GPS tracking based: just reporting Where and When you drive; 3) Telematics usage expansion: extend to all types of fleets, insurance (UBI) and private drivers; 4) How You Drive, additionally to Where and When, is an urgent need! HYD really impacts! 5) Emissions reduction on Fleets, will be mandatory! 6) Nonprofessional Fleets are the critical 1st step to connect All cars, followed by the UBI business! (Barriers: privacy; cost effective connect solution); 7) Connect all Cars is i2d main vision; 8) Collect once, Sell to many and from vertical to horizontal business model are key to achieve that goal; 9) OEM car manufactures are all already doing it! From 2018 on, majority OEM cars will be connected cars from origin; 10) OEM car manufactures will disclose all car data to develop applications, services and products; 11) A huge market will emerge: the aftermarket. All cars already in market will need / want to be connected cars; 12) Process and analyze Car Data will always be the Connected Car core business, 13) and that How to Monetize Connected Cars is still the main issue: fully connecting a car means over 100 investment/car, plus a 6 monthly fee and Today, apart from professional Fleets and niche UBI markets, nobody is willing to support this cost alone! i2d Intelligence to Drive is focused on creating a unique innovative solution to approach Connected Car world, technologically and from the business point of view: i2d Part B 3

63 1) Currently already collecting raw data from extended variables (>20), on a second by second frequency basis, storage on a 1 st Level Big Data system, process and storage outcome information on a 2 nd Level. 2) Analyze Data and produce valuable Information (Reports), Products, Services and Statistics. 3) Innovative Business concept of Capture Once; Sell to Many : car Data is the same for all purposes. It s all about processing the right raw data, storage on a Big Data system, analyze and develop applications, products and services Business applications will process the information according to the specific needs of each market segment, using algorithms, methods and specific reporting technologies. Anonymous protected aggregated data will also be the basis for statistical information to be used by National Authorities and all stakeholders of the transport sector including specific applications for traffic management. Figure 2 : i2d OBU Figure 3 : i2d Outputs Currently the project is positioned at a level of system prototype demonstration in an operational environment, Technology Readiness Level (TRL) of 7; the objective is to achieve TRL 9. In this sense, the feasibility assessment will provide valuable insight on whether the project is viable (technical and economic) and if the business model will provide a return on investment to the investors. In order to achieve these premises the feasibility study will include: market studies (characterize the target public, analyse competing devices and determine their major strengths and weaknesses, pricing, product lines, promotional activities, consumer s behaviour, estimate market expansion opportunities, etc.); risk management strategy; business model development; plan business organization and operations (equipment, marketing, facility location, supply availability...). One of the EU challenges is to create smart, green and integrated transports to address issues related to congestion, traffic safety and environmental impact by connecting people, vehicles, infrastructure and businesses in a sustainable technological ecosystem. Our proposal intends to provide a real impact on this issue, since it i2d Part B 4

64 consists on an electronic device and technological ecosystem, with the purpose of promoting a new Driving Culture with a significant impact in three major domains: safety, environment and energy. Most of the current competitors are focused on Vertical B2C specific market segments, such as the professional Fleet Management Solutions (FMS) or the emergent Usage Based Insurance (UBI) business, but they lack the global value of aggregated data and the potential of the mass market individual user. LiveDrive intends to go further and focus on going for a disruptive Horizontal aggregated B2B and B2C approach. How i2d differentiates: (1) System Architecture: collect, process, storage, applications; (2) 2 Intelligence layers: OBU (On Board Unit; fits both Light and Heavy Duty vehicles) & Server Processer Level; (3) Multi-channel GPRS / M2M communications; (4) Enhanced privacy data protection; (5) Data: 1 to 100 Hz detail; (6) Quality, Big Data Storage; (7) Business Intelligence & Car Analytics; (8) State of the Art Scientific Based Algorithms (fuel/emissions; safety; comfort); (9) Driving Behavior Profiling (micro scale driving analysis); (10) VIV (Vehicle-Infrastructure-Vehicle) technology enabled; (11) Continuous R&D. 1.4 Ambition In-vehicle platform architecture for provision of real-time ITS (Intelligent Transportation Services) services and mechanisms to provide seamless connectivity, interoperability and secure flow of information across stakeholders, is how the i2d platform will play a key role in implementing the Smart Sensing Vehicles concept to contribute to the establishment of a New Culture towards vehicles driving and use. Our proposal aims to promote a new Driving Culture in a positive and incentivized manner for the driver, in contrast with the monitoring way and avoiding the Big Brother effect, applying new sets of rules, values and models which ultimately disrupt existing markets and provide key innovations. The objective is to enhance the impact on Market uptake of this disruptive innovation and implement a 2 Step Business approach strategy: (i) Fleets; (ii) Smart Drive City. 2. Impact 2.1 Expected Impacts a) Users / Market The i2d Platform is able to provide innovative services and value to the broader community of the road transport activity stakeholders, namely: Professional Fleets will directly profit from the use of a Driving Behavior Based solution, combining the costs control functionalities (fuel, maintenance, insurance, accidents, robbery) and services management with a motivational and training tool within the organization (educate&motivate vs monitor&punish). i2d will also enable Fleet CO2 Footprint certification and accurate accounting. i2d will use a new generation i2d Part B 5

65 Business Intelligence & Car Analytics platform enabling highly and easily customizable, user friendly reporting over all collected data; Corporate Fleets will benefit from the lower cost of use and may implement internal policies (Geo fences, as an example) to control the use of company cars and fuel allowances as well as CO2 accounting, not to mention access potential tax reductions or incentives schemes. Additionally, it will allow combining professional needs with individual private use and driver oriented services such as: ecall, access to Usage Based Insurance policies, traffic and parking information, carpooling tool, social networks, incentive policies When, Where and How You Drive based ; Insurance Companies will directly benefit from the risk evaluation provided by the system allowing the development of new products; this will allow not only a better policy/risk matching but also will be used as a powerful marketing tool; the electronic device may also be used as the vehicle Black Box helping reconstruction of accidents; All individual drivers may use the system integrated in special campaigns, supported by major stakeholders and Smart Cities initiatives and will also benefit from accurate traffic information and management enabled by VIV (Vehicle-Infrastructure-Vehicle) Techniques; Telco operators, namely M2M operators, that are considering new business models to provide value added solutions to leverage their connectivity offerings; National Transportation Authorities and Public Transportation Policy Entities, engaging in awareness and preventive policies due to challenges raised by transport and the societal needs related to it; City councils aiming to have a low cost solutions to monitor pendulous and urban mobility (the Mobility issue), urban Emissions estimating tools and methodologies and incentive schemas to promote better car use and driving. Current competitors lack the global value of aggregated data and the potential of the mass market individual user, achieving only specific markets. They also miss the needed scientific accuracy to provide value to information and data. To fulfill this gap the i2d solution aims to produce a low cost device and a very flexible web and APP oriented applications Figure 3 (Source: Machina Research 2013) that will reach a high volume market (Fig.3). Traditional FMS market is totally fragmented, with more than one hundred suppliers worldwide. A Competitive Assessment, produced by ABI Research, provides a rating of the leading commercial vehicle Telematics Services Provider (TSP); the identified leader (Qualcomm Enterprise Services) has only 6% market share and the study only covers the top 18 TSP, and most of these TSPs are focused on the HDV (Heavy Duty Vehicle) fleets. This will be a market that LiveDrive will target only on a second phase of the project. A specific area to analyze is the UBI solutions and the individual driver. The European leader in the UBI area is Octo Telematics an Italian company (pioneered the new wave of solutions - recently sold to a Russian group). The second country active in this new business is the UK where it is possible to find recent initiatives such as Onboard (In-Car Cleverness) focused in new services to individuals, Lysanda covering FMS and UBI businesses, MyDrive Solutions focused in the UBI market and Wunelli, claiming to be the UK leader in UBI solutions. The USA market is also vibrant with a couple of heavyweights such as QES and Hughes Telematics (sold to Verizon) and innovative solutions such as IvoxData, experts in Predictive Driving Risk Management, GreenRoad, focused on Driving Efficiency and Safety and Telogis, a major Platform for LBS (Location Based Sytems). Besides the huge and promising market, there are still some barriers to be overcome, especially concerning operational cost and privacy issues. In fact, these are the reasons why car telematics has been more popular among professional fleets and the high premium insurance markets. LiveDrive will address both issues by creating the "Capture Once Sell to Many" concept that will bring operational costs down, as well as, the implementation of robust privacy protection mechanisms. Another risk is competition from large global players that will quickly appear and dominate the market. A possible solution would be to sell the solution to these players and remain in the high added value analytics services segment i2d Part B 6

66 Current Go to Market Strategy considers a parallel, simultaneous, 2 steps approach: (1 st ) Fleets; (2 nd ) City Smart Driving. 1st Step Fleet markets to address with i2d afms (advanced Fleet Management Solution): a. Current Market (up to 3% of all cars) the traditional professional fleets, using i2d differentiators / selling points (i2d all-in-one OBU (On Board Unit); rich, second by second data collect and storage; How You Drive algorithms; Micro Scale Driving Analysis; driving scoring indicators; fleet Carbon reduction certification enabler; Insurance costs reductions enabler; Motivate / Educate vs Monitor / Punish; Business Intelligence & Car Analytics tools enabling highly and easily customizable, user friendly reporting; Eco-driving training); b. Other fleets i2d afms, combining professional needs with individual private use and driver oriented services: ecall, access to UBI Insurance policies, traffic and parking information, carpooling / sharing tool, social networks, and incentive based policies. Other fleets estimated size: up to 10% of all cars. c. Emergent geographies Latin America, USA, Middle East and Africa; 2 nd Step City Smart Driving a parallel project targeting to connect 10% of commuting urban drivers providing all possible Connected Car facilities to all partners: city council, government, fleets, companies, citizens Portugal will be the base location for development efforts and initial business case demonstration but will not be a prime market, like Brasil, USA, Turkey, and other richer European countries. Moving to these regions will be made through partnerships. b) Company LiveDrive was created in 2013 as a spin-off of a R&D project, funded through the Portuguese National Framework (>1.500K ), with IST/IDMEC (Portuguese Research University) and itds (R&D privately owned entity). An agreement was achieved to transfer all R&D assets to LiveDrive from both initial entities. LiveDrive strategy is to develop and customize technological solutions for mobility management and to promote knowledge transfer in the field of sustainable mobility. Developing this project is key for the management team since i2d technology is the main product/service that the company will initially develop/promote. Currently, LiveDrive has also applied to the Risk Sharing Instrument for Innovative Research oriented SMEs & Small Mid-Caps provided through European Investment Fund. The strategy is to lower investment risk, by establishing specific partnerships to support the development, namely, with the Research team of IDMEC-IST (Portuguese University) and INESC-ID (Portuguese Research Institute) and specific scientific cooperation programs with ITRE/NCSA (North Caroline State Univ.) and MIT Singapore University, as well as Eco driving expertise that will be covered by a partnership with OCCAM (Portuguese Consulting Entity in Transport, Mobility and Energy). In terms of human resources, the team will essentially be composed of high level engineers developing know-how in-house, as well as collaboratively with the R&D entities associated with the project. Technology will be focused on Electronics, Firmware and software on Telematics (data processing, Business Intelligence and Car Analytics on Big Data systems / environment, Statistics, Mobility and Emissions Measurement tool and VIV (Vehicle-Infrastructure- Vehicle) Technology for Traffic Applications. In terms of expected growth potential, a preliminary Profit and Loss Statement and Sales Evolution projections was developed to assess the economic project viability. Table 1 Profit and Loss Statement / Sales Evolution projections P&L in Euros (projected) 2019 (projected) 2020 (projected) Revenue Gross Margin Gross Margin (%) 1,9% 85,3% 89,1% 87,8% 86,2% 83,3% OPEX EBIT EBITDA Cash Flow CAPEX i2d Part B 7

67 2.2 Measures to maximise impact a) Dissemination and exploitation of results Initially the project will be focused in commercializing the solution in three major markets: Fleets market (B2B) will be addressed mostly through direct sales channels; UBI (B2B) will be addressed through partnerships with Insurance Companies; Private Users (B2C) will be addressed through partnerships with major stakeholders (Energy, Automotive OEMs Retailers, etc.); Smart Cities and by National regulation (ecall, HYD incentive based Taxes ). The niche markets of this project are FMS and UBI Telematics services. However, the potential of this business is much higher considering areas such as Traffic Information and Management Solutions and Car Analytics over Big Data. In fact the i2d platform targets to all classes of LDV /HDV representing a potential worldwide market of more than million vehicles growing currently at a daily rate. Considering the more mature and first target markets it comes to 650 million vehicles. 10% (65 millions) of this number respects to FMS and 20% (130 millions) to UBI. Assuming FMS are paid on a monthly fee basis of 15, it means 180 /year/vehicle, the total revenue per year business potential is million. Applying the same principle to UBI, with a monthly fee basis of 8, it means 96 /year/vehicle and a total revenue per year business potential of million, what makes a total of million per year and million clients. The feasibility study is very important at this stage for LiveDrive, since it will provide an in-depth assessment of target markets, its growth, stability and trends, identify main competitors as well as customers and their expectations. On the other hand, developing VIV capabilities with low cost standard communication processes is a complex process that is absolutely unique to our proposal, conversations are underway with the United Stated Department of Transportation to use our technology for first trial systems. b) Intellectual Property, knowledge protection and regulatory issues Besides managing the R&D assets that were transferred from the other entities, IP Rights protection is one of the key areas of investment planned for the project. The team identified the following major areas to be further researched with the professional collaboration of an IP Office: 1) Business Processes and Methodologies; 2) Electronics (mostly new ASIC design for mass production) and 3) Data handling methodologies. To insure a robust personal data protection LiveDrive will need to evaluate within each market framework what the specific legal and technological limitations are. However some safeguards have been ensured, namely, Raw data is stored in a relational data base where the relation with each trip and any identification of driver and/or vehicle is encrypted using an asymmetrical 128 bit code; The association of private data (relation with driver and/or vehicle) will only be possible at application level with the use of a private password (owned by Drivers or Vehicle owner); All public data will not have any relation with drivers/vehicles and will have the GPS data from the beginning and end points of each trip scrambled (preventing the mining of raw data to identify specific patterns of start to end common trips). Grid density filters concept (i2d technology) will be applied. Drivers will have the option to switch off GPS data of any specific trip; A formal request was issued to the Portuguese Privacy Data Commission (CNPD one of the most restrictive Privacy regulations at EU level), whom provided the following recommendations: If LiveDrive has a direct relation with the end user, it just needs to register the Raw Data base, according to Portuguese legislation; If LiveDrive has a relation with a company (Professional Fleet, Insurance Company ) this company has to register the Data Base with CNPD, informing that LiveDrive is operationally responsible for the data i2d Part B 8

68 3. Implementation 3.1 Work plan Work package and deliverable 3.2 Management structure and procedures The management structure for this highly disruptive and innovative project is: Miguel Aires da Silva (Livedrive shareholder) Entrepreneur, CEO and Project Leader last 15 years focused on investing and promoting high potential Portuguese technology innovation based projects; João Filipe Corte-Real Matias (Livedrive and ITds shareholder) Entrepreneur, Sales and Operations multinational long life career in the ICT world, from the hardware and systems business to the more innovative and fast software area and the telecommunications business; Ana Paula Nunes Amaro (Livedrive and ITds shareholder) Team Leader for Data Analysis area - teaches Statistics and Data Analysis at University. A. Amaro expertise relies on building mathematical models using Regression (linear and nonlinear) and Box Jenkins (pure and mixed) approaches. LiveDrive / ITds shareholders established, from 2011 on, long life solid partnerships with a group of entities and experts in the areas of Mobility, Transport, Energy, Emissions, Electronics, Planning, Parking Management and ICT, addressing all challenges in the field of sustainable mobility: A strategically approach has also been prosecuted within the scientific community, establishing special winwin agreements to basis Mobility and Energy Research projects on i2d collected, processed and storage Data. A very specific i2d solution has been developed and has been successfully used by this community. Thus, the team provides management capabilities in all areas of the project, from the experience of the promoters, in R&D projects, innovation and entrepreneurship and major IT organizations. Besides this management structure and in-house development team, LiveDrive also has the contribution of external consultants and experts in their projects, most of them are integrated in entities from the Portuguese Scientific and Technologic System (further developed in Section 4.). Additionally, the company has partnerships with important players (as mentioned in Section 2.1 b) and Section 4.). For the 1 st Step start from i2d afms, a commercial agreement has been established with a specialized company in the Fleet Management field, with strong connections in Latin America and Africa. Commercial operation, on a trial basis, are planned to start early For the 2 nd Step City Smart Driving, an ambitious 3 years high potential project based on the i2d Platform, a specific MoU has been signed with Get2C Company and IDMEC, combining Mobility, Energy and CO2 expertise. Pre-agreements have been established with Lisbon and Oporto city councils, urban Parking companies and special stakeholders, all them aware of all city concerns around Mobility. Pre-presentations have been very well accepted by governmental authorities namely Portuguese Carbon Fund and National Environment Department. Project targets to connect and cars (Group 1; G2) and give a high contribute to increase urban Mobility and Energy / Emissions efficiency. Another valuable output will be quality and processed Data to feed Copert IV European reference model to estimate emissions from vehicles. 3.3 Consortium as a whole (if applicable) Not applicable i2d Part B 9

69 4. Members of the consortium 4.1 Participants LiveDrive is a company devoted to face the challenges of sustainable mobility, focusing on energy efficiency. It was created under a high risk business context, based on market gaps and differentiation factors, to become a successful project. The company's mission is to improve transport sustainability and urban mobility. Gathering a group of experts in the areas of mobility management, and transport energy efficiency and environmental sustainability and also having qualified resources in planning and parking management, information and communication technologies, LiveDrive is able to address all challenges in the field of sustainable mobility The company is committed to bring driving mobility to new levels of efficiency. In fact, LiveDrive was created in 2013 with the purpose to handle the business phase of the R&DD (Research, Development and Demonstration) project, promoted by the consortium itds/idmec (IST) and co-funded by the FAI (Portuguese Fund to Support Innovation), that resulted in i2d technology. Link: i2d On-line Demo The founders are Ana Paula Nunes Amaro, Miguel Aires da Silva and João Filipe Corte-Real Matias, that own 57%, 10% and 33% of the company capital, respectively. These are the same owners of itds. The human resources primarily responsible for carrying out the proposed activities are: Miguel Aires da Silva (CEO and Project Leader) With a degree in Civil Engineering at Instituto Superior Técnico, Miguel Aires has been for the last 25 years an active entrepreneur. Currently he's member of the board of itds. In 1985 Miguel Aires started his entrepreneur career, both in aluminum recycling industry and civil contractor. Since 1993 he made the shift to the world of IT initiatives. During the last 10 years he was specially focused on the promotion and investment in projects with high potential, based on Portuguese technology innovation. He also has more than 20 years entrepreneurship experience. Professional route: o o From itds SA investor, partner and manager; CXS Computing SA investor, partner and manager (calculation, structural dimensioning software for Civil Construction start-up); i2d Part B 10

70 o o o o NCA SA investor, partner and manager. (ICT); METALIMEX SA, partner and manager (aluminum recycling); OMEP Lda., investor, partner and manager (Civil contractor); José Bento Pedroso e Filhos Lda. e Ediproc Lda. Civil contractor. Project management. Profile on this project: CEO. Founder. Business Development João Filipe Corte-Real Matias (Sales and Operation) - With a degree in Electronic and Telecommunications Engineering, is a Business Manager with a multinational long life career in the ICT world, from the hardware and systems business to the more innovative and fast software area and the telecommunications business. Currently operates also as itds CEO. Dedicated the last 20 years to the software industry, launched Informix operations in Portugal (1993) and managed Oracle Portugal (1996 to 2005). He has been dedicated to the entrepreneurship world mostly in innovative business initiatives based in Portugal, from Member of the Universities evaluation committee (Informatics Engineering), as an external member, during the evaluation cycles of 1998/9 and 2001/2. Member of the Advisory Board of LaSIGE (Laboratory of Large-Scale Informatics Systems of the Department of Informatics of the University of Lisbon) up to Member of several committees in APDSI (Portuguese Association for Development of Information Society). Has also been involved in innovation entrepreneurship and cooperated with Europe Unlimited SA as an Expert Reviewer at several Venture capital initiatives. Professional route: o Teacher in Escola Secundária Fonseca Benevides: Responsible for Telecommunications and Electronics; o NCR Portugal, Financial Services Division: Sales career up to District Manager responsible for the Financial Services Market; o Digital Equipment Portugal (DEC): Sales Executive; o COMNEXO, Redes de Comunicações: Sales Director responsible to launch sales operations of this Telco operator in Portugal (first private operator); o Informix Software: Managing Director, responsible for the launch of the Informix operations in Portugal; o Oracle Portugal: Managing Director; o From 2006 Entrepreneur and Business Angel. Profile on this project: Founder. Sales & Operations. Ana Paula Nunes Amaro (Team Leader for data analysis area) - Ana Amaro has a degree in Environmental Engineering from the New University of Lisbon (UNL) and did a Masters in Operations Research and her PhD degree in Systems Engineering, both at the Technical University of Lisbon. Between 1989 and 1993 she was responsible for the Data Analysis Department at the Research Center of Soporcel (a pulp and paper company). Since 1993 Ana teaches Statistics/Data Analysis at the University at an undergraduate and graduate level to Economics and Management students. Ana Amaro expertise relies on building mathematical models using Regression (linear and nonlinear) and Box Jenkins (pure and mixed) approaches. Se has done research activities at Centro de Estudos Florestais - CEF ( ) and after 2003 at Centro de Investigação do Instituto Superior de Gestão CIGEST, where she is a foundation member. Her activities and contributions were mainly in tree growth mathematical modeling and data analysis. Profile on this project: Founder. Superior Technical on Statistics Data Analysis The main assumptions regarding the difficulties for replicating the project by other players in this market are: Real time monitoring of driving behavior in road vehicles; defining the appropriated algorithms to transform data from driving into driving and drivers profiles is the result of long years of Academic i2d Part B 11

71 R&D and we truly believe, from our international contacts, that there are less than an handful of experts around the world able to perform this task with reasonable success; Designing and producing an electronic device capable of collecting and transmitting all the needed data, with the required performance, size and cost; it took the team more than one year of hard work, in tight cooperation with a recognized R&D institution, to come to the first operational results; Experience and track record in software engineering to build web business applications and to manage complex infrastructures; this has been the job of itds technical team for the last ten years and with visible results creating their own Technological Platforms (XEO); Developing VIV capabilities with low cost standard communication processes is a complex process that is absolutely unique to the i2d system (conversations are underway with the United Stated Department of Transportation to use our technology for first trial systems). Nevertheless, LiveDrive relies on external consultants and experts that fulfil specific needs of the project that makes it unique: Tiago Alexandre Abranches Teixeira Lopes Farias is a Professor at the Mechanical Engineering Department of Instituto Superior Técnico at Lisbon. His research activities cover sustainable mobility, alternative fuel vehicles, vehicle dynamics and environmental performance modelling, accessibility indicators, ICTs in transportation and alternative and sustainable energies within the transport industry. As a teacher, Prof. Tiago Farias has been responsible for the classes Energy in Transports and Internal Combustion Engines of the Under Graduate and Graduation courses at IST, and Transportation Technologies of the Masters in Transports organized by the Civil Engineering Department of IST. As a researcher, Prof. Tiago Farias has published more than 200 papers in Scientific Journals, International Books and International Conference Proceedings. He is the coordinator of a Research Team on Transport, Energy and Environment at the Mechanical Engineering Institute IDMEC, University of Lisbon. As a manager, he was a member of the board of the ANEPE (Portuguese Parking Association), APVE (Portuguese Electric Vehicle Association), APVGN (Portuguese Natural Gas Vehicle Association), president of the Portuguese Hydrogen Association, member of the Board and COO of the Lisbon Mobility and Parking Municipal Company and member of the board of the city of Évora Transit and Parking municipal Company. Profile on this project: Special Consultant. R&D CEO of IDMEC / IST (R&D Institute specialist on Algorithms to process vehicles dynamics data and transform it in Driving Indicators) Gonçalo Gonçalves received a degree in Mechanical Engineering in 2001 and a PhD degree in Mechanical Engineering in 2009 at Instituto Superior Técnico, with a thesis on energy and environmental monitoring of alternative fuel vehicles. He currently coordinates the TEEL - Transport, Energy and Emissions laboratory, studying the effect of different variables (fuel, propulsion system, driver behavior) in energy use and emissions. As invited lecturer, Gonçalo teaches classes on Energy and Environment in Transports and Transport Technologies. Has been a member of the research team in national and international projects, and was responsible for the monitoring activities of the CUTE and Hyfleet: CUTE projects of hydrogen fuelled bus demonstration. During the development of his research activities he has been involved in R&D projects with several transport related companies and entities. In cooperation with public transport companies Gonçalo Gonçalves has developed monitoring equipment and methodologies to enable driver training during regular activity. He is co-author of two patents: Methodology for the calculation of fuel specific emission factors in combustion system and Driver support system for safe, economic and ecological driving. Profile on this project: Special Consultant. R&D Team Leader of IDMEC / IST (R&D Institute specialist on Algorithms to process vehicles dynamics data and transform it in Driving Indicators) Sara Tomé - Master of Science in Environmental Engineering from Instituto Superior Técnico, Sara Tomé is currently attending to the Masters in Mechanical Engineering - Energy Area, at IST in Technical University of Lisbon. She is also a trainer for new instructors and a driving instructor. Sara Tomé worked as a consultant in Occam, where she participated in the organization of training courses for eco-driving, energy audits and sustainable mobility plans. She is a driving instructor since 2008, i2d Part B 12

72 and trainer in the same area, since 2009, for ANIECA (Portuguese Industrials Association for Driving Teaching), where she has been contributing for the appreciation of eco-driving as an essential tool for safe and efficient driving. From 2010 to 2012, Sara was also a researcher in the area of climate change. Amélia Aires With a degree in Civil Engineering from Instituto Superior Técnico, Amélia Areias is also Master of Civil Engineering Structures and has a one-year course on Sustainable Energy Systems in a joint program between Massachusetts Institute of Technology, the Technical University of Lisbon and the Economy and Management Superior Institute (ISEG). She collaborated with two research centres, the Centre for Innovation in Transport (CENIT) at the Technical University of Catalonia (UPC) in Barcelona and the Centre for Urban and Regional Systems (CESUR) at the Technical University of Lisbon (IST). In these research centres Amélia worked on several research projects, mainly dealing with railway infrastructure. In 2009, Amélia joined the European Projects department at the Portuguese research-funding agency (FCT), where she worked as national representative for EU research and innovation programmes for Transport and Energy areas. Currently she is especially involved in the preparation of the European Parliament report on the Specific Programme implementing Horizon 2020, the European Framework for Research and Innovation for and is adviser for Industry, Research and Energy policies at the European Parliament. Profile on this project: Special Consultant. R&D on Driving Behavior. Cláudio Casimiro Master of Science in Energy Environment, Cláudio Casimiro also has an MBA in Management from the Technical University of Lisbon and graduate in Regional Economics and Local Development. He is a recognized technician by the Portuguese Organization for Energy and Geology (DGEG) and conducts energy audits on transport fleets (RGCEST), industry (SGCIE) and cogeneration plants. Cláudio develops his professional activity in the field of energy efficiency in transport and industry and in the area of renewable energy. His experience covers a wide range of areas including advisory work, studies and evaluations of European projects in the field of energy, transport and environment. Claudio is Capitalisation expert of the European program INTERREG IVC and member of the Portuguese Technical Standardisation Committees for electric vehicles of the Portuguese Institute for Quality. He is secretary of the General Assembly of the Portuguese Electric Vehicle Association. Profile on this project: Special Consultant on Automobile Fleets efficiency analysis. Rogério Pacheco Having a degree in Law from the Law Faculty of the University of Lisbon, Rogério Pacheco also graduate in Law from the Law Faculty of the Catholic University. He currently practices advocacy. On several occasions and at different periods of time, he served as legal counsel to members of the government offices, including the Prime Minister, Office of the Minister of Labour, Office of the Minister of Finance and Office of the Minister of Culture. Rogério Pacheco was a member of the board for Lisbon Mobility and Parking Municipal Company and was President ANEPE's (Portuguese Parking Association) council. He also coordinated the team that drafted the regulations of the municipal parking lot for the city of Lisbon. Rogério is also a trainer in employment law, corporate law and urban mobility. Profile on this project: Special Consultant. Analysis on Personal Data Privacy concerns. The team is multidisciplinary and has the required competencies in the fields necessary to develop the project and works collaboratively with major research entities, namely: o o o Real time monitoring of driving behavior and relevant mechanical engineering around vehicles; this area is covered through an established partnership with the Research team of IDMEC-IST and specific scientific cooperation programs with ITRE/NCSA (North Caroline State Univ.); Eco driving expertise will be covered in partnership with OCCAM; Software Development of online Web Applications; covered through the software engineers team from itds, expert partner of the i2d Project; i2d Part B 13

73 o o o Implementation, operation and management of large web infra-structures and sophisticated communications systems; covered from the expertise from itds; Design and production of complex electronic devices; done in cooperation with INESC-ID; Management capabilities in all areas of the project; from the experience of the promoters, in R&D projects, innovation and entrepreneurship and major IT organizations. LiveDrive has an extensive range of products and services based on i2d technology, such as: Kitt for all customized solutions that can integrate functionalities like: car automatically alerts in case of accident, theft, need for maintenance; data management of drive efficiency; costs; past data of trips or routes done; traffic jam alerts; etc.; Kitt Fleet additionally to the aforementioned functionalities, LiveDrive offers solutions to Fleet Management that can provide a wide range of indicators and innovative features, such as: data and indicators for each trip/route/period/driver for each vehicle, grouped in any order, within a simple click; Immediate reconstitution of each trip, with visualization of the route on a map and display of every prominent event with parameterization; Fleet Mobility indicators (Mobility ERP); Indicators to renegotiate your insurance fees; energy and environmental indicators; customized reports; Kitt for stakeholders this product is for high-level decision makers, National Regulators, Mobility and Transport Institutes, and it s based on real daily data, anonymously collected by thousands of vehicles, provides services related with the mobility of the Transport sector; Kitt customized LiveDrive provides tailor made solutions to meet specific requests such as management systems, namely: Virtual tolls on specific driving lanes (Motorways); Virtual tolls over specific traffic areas (e.g. urban areas); Taxation of motor vehicles based on PAYD (Pay as you drive), and especially PHYD (pay how you drive) mechanisms. Expert Consulting LiveDrive offers a wide range of specialized consulting services such as: strategic plans for sustainable mobility; energy audits on transport; parking management; electric mobility plans; energy and environmental monitoring of vehicles; monitoring of fuel consumption and emissions for road and maritime vehicles; impacts assessment of new fuels, mechanical changes and introduction of new technologies; quantification of experimental environmental gains. Tailor made technical solutions - LiveDrive presents itself as a specialized supplier of software and hardware solutions for the improvement of road transport systems. In particular it has developed: Tailored solutions for management systems as in Pay-as-you-Drive; Platforms for integrated mobility; Systems for fleet and individual vehicles management; Integrated solutions for mobility management credits; Tools for eco-driving management; Tools for driving schools management; Monitoring geo referenced mobility. A list of previous projects or activities, connected to the subject of this proposal, made by the proposed team, is as follows: Who IDMEC / IST IDMEC / IST INESC-ID People that performed i2d Project - Phase I Project / Activity Several projects / studies on the Driving Behaviour area, producing scientific Papers More than 10 years of R&D works, on Automobile Efficiency Analysis purposes Design, prototype and testing specific electronic OBU (On Board Unit) for i2d purposes On the last 3 years, almost all the people that contributed for the Phase I of the i2d Project will continue to collaborate. Mains activities done: i2d Part B 14

74 Design and producing specific electronic OBU (On Board Unit), including OS (Operating System) and Communications R&D on Vehicles Data Analysis to produce accurate Efficiency, Safety and Comfort indicators (Driving Behaviour) Big Data Storage and Business Intelligence Web and Mobile user interfaces In terms of significant infrastructure and/or any major items of technical equipment, relevant to the proposed work, the list is as follows (essential for Phase 2 SME Instrument, in order to create an internal Development Environment for Developping and Testing i2d on around units operating at the same time: Hardware and Software o 1 x Application Server o 1 x Data Base Server o 1 x Big Data Storage o 1 x Backup System Specific Equipments o x i2d OBU (On Board Unit) Type 1 (cost by unit: 120 ) o 500 x i2d OBU (On Board Unit) Type 2 (cost by unit: 25 ) Below a schematic on how the i2d solution performs: 4.2. Third parties involved in the project i2d Part B 15