Vergabeunterlagen.pdf

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VERGABEUNTERLAGEN

KfW-2026-0023

Environmental and Social Consulting Services for E&S Experts

Offenes Verfahren (EU) (VgV)

Ausschreibung

AUFTRAGGEBER KfW Bankengruppe Palmengartenstr. 5-9, 60325 Frankfurt am Main, Deutschland

07.08.2026

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Inhaltsverzeichnis

Vergabeunterlagen........................................................................................................................................................... 1

Projektinformation.................................................................................................................................................... 1

Vertragsbedingungen/Formulare.............................................................................................................................. 3

Verfahrensbedingungen................................................................................................................................... 3

KfW 2026-0023 - Conditions for participation........................................................................................... 3

KfW 2026-0023 - FAQ Electronic submission of a Request to Participate+Tender................................. 14

KfW 2026-0023 - Evaluation Matrix.......................................................................................................... 18

Vertragsbedingungen....................................................................................................................................... 42

KfW 2026 -0023 - General Contractual Conditions Environmental and Social Consulting Services for . 42

KfW 2026 -0023 - Framework Agreement Environmental and Social Consulting Services for E&S Exp 69

KfW 2026 -0023 - Special Conditions Persons Carrying Out Services Environmental and Social Cons. 79

KfW 2026-0023 - Special contractual conditions for information security (German Version)................... 86

KfW 2026-0023 - Special contractual conditions for information security................................................ 90

Leistungsbeschreibung.................................................................................................................................... 94

KfW 2026-0023 - Terms of reference....................................................................................................... 94

Produkte/Leistungen................................................................................................................................................ 105

Eignungskriterien...................................................................................................................................................... 108

Leistungskriterien..................................................................................................................................................... 115

Anlagen.................................................................................................................................................................... 123

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INFORMATIONEN ZUR AUSSCHREIBUNG/ INFORMATION ABOUT

THE TENDER

Einzelheiten ergeben sich aus den Vergabeunterlagen.

For detailed information, please refer to the tender documents.

INFORMATION

ALLGEMEIN/ GENERAL

VERFAHREN/ PROCEDURE

VERFAHRENSEIGENSCHAFTEN/ PROPERTIES

ANGEBOTE/ OFFERS

SONSTIGE ANGABEN/ ADDITIONAL INFORMATION

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Auf-/Abgebotsverfahren/ Sub Type

TERMINE/ DATES

ALLGEMEIN/ GENERAL

BEKANNTMACHUNG/ PUBLICATION

ANGEBOTE UND BEWERTUNG/ OFFERS AND EVALUATION

AUFTRAGSDAUER/ CONTRACT PERIOD

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Conditions for participation

Tender Documents

for the open procedure

conducted by KfW

“Environmental and Social Consulting Services

for E&S Experts”, KfW-2026-0023

This document is subject to copyright protection and may therefore be used only for the preparation of a tender. Any other use will require the express permission of KfW.

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Table of Content and of Annexes

Table of content:

1. Conditions for tendering ...................................................................................... 1 1.1 Electronic submission of a Tender ..................................................................... 1 1.2 Preparation of the Tender and Tender documents ............................................ 1 1.3 Schedule ............................................................................................................... 1 1.4 Content of the Tender .......................................................................................... 2
2. Queries and remarks regarding the award procedure ....................................... 3
3. Examination of eligibility ..................................................................................... 3
4. Award criteria and their evaluation ..................................................................... 3 4.1 Valuation formula ................................................................................................. 4 4.2 Determination of the Price score ......................................................................... 4 4.3 Determination of the Performance score ............................................................ 5 4.4 Presentation of the concept and Case Study Solution ...................................... 6
5. Conditions for participation pertaining to consortia ......................................... 6
6. Subcontractors and Reliance on the capacities of other entities ..................... 7 6.1 Subcontractors ..................................................................................................... 7 6.2 Reliance on the capacities of other entities ....................................................... 7
7. Inadmissibility of changes ................................................................................... 8
8. Inadmissibility of changes Confidentiality ......................................................... 8
9. Ownership of the Tender documents .................................................................. 8
10. Data protection notice .......................................................................................... 9

Table of Annexes:

• KfW 2026 -0023 Evaluation matrix

• KfW 2026-0023 - Evaluation matrix for Sustainability Criteria

• KfW 2026 -0023 - Form Declarations concerning eligibility

• KfW 2026 -0023 - Form Short CVs Team Coordinator

• KfW 2026 -0023 - Form Short CVs Environmental Expert

• KfW 2026 -0023 - Form Short CVs Social Expert

• KfW 2026 -0023 – Form List of Available Personnel

• KfW 2026 -0023 - Form Consortium of tenderers‘ declaration

• KfW 2026 -0023 - Form Commitment in the event of a reliance on the capacities of other entities

• KfW 2026 -0023 - FAQ - Electronic submission of Tenders and Requests to Participate

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Conditions for participation

1. Conditions for tendering

KfW intends to enter into a framework agreement — if applicable— with three [3] framework agreement partners.

1.1 Electronic submission of a Tender

Tenders need to be submitted exclusively electronically in text form. A signature is not required.

Tenderers must carry out the electronic submission using the Supplier portal of our e-tender platform https://ausschreibungen.kfw.de.

The submission of a Tender requires a registration and a login.

Please follow the instructions concerning electronic submission of Tenders in the Annex “FAQ - Electronic submission of Tenders and Requests to Participate”.

1.2 Preparation of the Tender and Tender documents

The entire procurement is conducted in English. Accordingly, all tender documents are available in English only and Tenderers must draw up their Tenders in English. Written communication between KfW and Tenderers will also be in English.

The preparation of the Tender has to be carried out mostly by feeds of the Supplier Wizard. Please schedule those feeds for the selection and organisation of your team during the preparation of the Tender.

The external annexes “Consortium of tenderers‘ declaration” and “Commitment in the event of a reliance on the capacities of other entities” in the tab “attachments” of the Supplier Wizard shall only be submitted where applicable. Please download and complete the applicable attachments and upload them within the Supplier Wizard`s tab “Own attachments”.

The Tenderer may also enclose own attachments with the Tender - provided that they are required and requested - using the Supplier Wizard`s tab “Own attachments”.

1.3 Schedule

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Conditions for participation

KfW reserves the right to modify the above schedule and in particular to extend deadlines.

1.4 Content of the Tender

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Conditions for participation

2. Queries and remarks regarding the award procedure

Should Tenderers have any queries concerning the procurement documents and award procedure, they must direct these queries via the message feature of the Supplier portal and timely before the deadline to raise queries. You will find the message feature after your registration and login by ticking “edit Tender”. Queries and remarks don`t imply an obligation to submit a Tender.

Queries and remarks a tenderer has not submitted in time will eventually not be answered in time.

For the sake of transparency and equal treatment, KfW shall as a rule provide all questions and their answers anonymised on its e-tender platform. In cases however, in which the question is seeking guidance relevant only to the economic operator who has asked it, KfW will respond without sharing the information with the other operators.

INFORMATION:

You will only receive automatic E-Mails of KfW with the latest information concerning the procurement procedure if you are registered and logged in on our e-tender platform and have ticked “edit Tender”.

The latter is highly recommended. However, it does not imply an obligation to submit a Tender.

Alternatively you will need to check independently, if KfW has provided new information concerning the procurement procedure.

3. Examination of eligibility

KfW awards contracts only to skilled and capable (eligible) undertakings that are not excluded due to Sections 123 and 124 of GWB.

The examination of eligibility complies with the eligibility criteria and evidence KfW has published in the tender notice, the eligibility criteria of the Supplier Wizard and the Form “Declarations concerning eligibility”.

4. Award criteria and their evaluation

The contract will be awarded to the three [3] most economically advantageous tenders. The most economically advantageous tenders will be determined by the best price-performance ratio. KfW stipulates the following award criteria:

Criterion Weighting

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Conditions for participation

A maximum of 100 points (unweighted) can be achieved for each of the criteria “Price” and “Performance”. The points achieved in each criterion are multiplied by the above weighting factor.

4.1 Valuation formula

The most economically advantageous offer is determined with the following formula:

Z = Weighting of Price * P1 (Price score) + Weighting of Performance * P2 (Performance score)

Z = Indicator for the price-performance ratio of the Tender to be evaluated

P1 = Price score of the Tender to be evaluated

P2 = Performance score of the Tender to be evaluated

The higher the indicator Z the more economically advantageous is the Tender. The maximum score of Z is 100. The 3 Tenders with the highest Z score are awarded the contract.

Scheme:

4.2 Determination of the Price score

Determination of the score applying the “Unrestricted ratio price / performance” method

KfW determines for the overall rating a Price score of 100 (unweighted). The tenderer who has offered the lowest total price (contract sum) with value added tax receives the maximum score. The composition of the contract sum (total price with value added tax) accords to the Terms of Reference (including annexes if applicable).

The assessment is carried out applying the inverse rule of three according to the following formula:

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Conditions for participation

maximum achievable score x lowest total price (contract sum) including value added tax

offered total price including value added tax

Subsequently the calculated Price score is multiplied with the weighting factor of the price criterion. The resulting weighted Price score is used for the overall evaluation to determine the Z Score.

4.3 Determination of the Performance score

KfW determines a maximum Performance Score of 100 (unweighted).

If the Criterion “Performance” is broken down in subcriteria, KfW firstly determines the weighted Score on subcriteria level.

The maximum unweighted score per sub-criterion is 100.

The unweighted score achieved in the sub-criterion is then multiplied by the weighting factor specified below (e.g.100 points (unweighted) with a percentage of 32 corresponds to 32 points weighted in the Qualification of Core Team Members sub-criterion). All weighted scores per sub- criterion are then added together.

Scheme:

The resulting weighted Performance score is used for the overall evaluation to determine the Z Score.

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Conditions for participation

The attached evaluation matrix and the form evaluation matrix for sustainability criteria contains further details.

4.4 Presentation of the concept and Case Study Solution

Only those bidders whose offers also meet the minimum requirements for eligibility and score at least 75 points on the first and second sub-criterion will be invited to the presentation of the concept followed by a case study.

The presentations are expected to take place in week 40 of 2026. It is planned that the appointments will take place in KFW Premises in Frankfurt.

A total of 170 minutes are planned for the appointment. The following procedure is planned for the appointment:

1. Welcoming of the bidder by KfW, information on the course of the appointment, introduction of the participants (about. 10 minutes)

2. Oral presentation of the concept by the bidder (max. 30 minutes)

3. Questions from KfW concerning the presentation of the concept and answers to the questions by the bidder (max. 20 minutes)

• Break (about 5 minutes) -

4. Handover of a fictitious standard task sheet on a fictitious case study using KFW Wifi and scope clarification (max. 10 minutes)

5. Preparation time of the bidder for presenting his Case Study Solution (more details on the task will be disclosed to the bidders before the meeting with KfW) (max. 45 minutes)

6. Presentation Case Study Solution by the bidder (max. 20 Minutes)

7. Questions from KfW concerning the presentation of the case study and answers to the questions by the bidder (max. 20 minutes)

8. Outlook and information with regard to the further procedural steps on the part of KfW / bidder bid farewell (about 10 minutes).

At least 5 core team members (The Team Coordinator, 2 Environmental Experts, 2 Social Experts) must attend the meeting. Each team will bring its laptops.

5. Conditions for participation pertaining to consortia

Consortia may participate in this procurement procedure. They are treated like individual tenderers, Section 43.2 VgV. Consortia need to observe the following:

• Consortia must attach the form “Declaration of Consortia” to the Tender.

• All Consortium’s members are jointly and severally liable to KfW.

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Conditions for participation

• The Consortium’s authorised representative must submit the Tender on behalf of the Consortium together with all supporting declarations and documents required.

6. Subcontractors and Reliance on the capacities of other entities

6.1 Subcontractors

If a Tenderer/Consortium intends to subcontract parts of the assignment without relying on the subcontractors’ capacities, he must specify the concerned type and portion of the Form “Declarations concerning eligibility” No. 5 “List of envisaged Subcontractors”.

The specification of type and portion of the contract shall be carried out in accordance to the service items of the terms of reference.

KfW may request the company names of the Subcontractors and proof of their availability for executing the portion of the assignment they are meant to carry out from Tenderers who are considered for the award of the Contract (in the form of a declaration of commitment prior to the award of the Contract).

If so, the Tenderer shall submit the requested information within a time limit fixed by KfW. This time limit may add up to only a few days.

Before awarding the Contract, KfW shall verify whether any of the Subcontractors who were named by the Tenderer to which KfW intends to award the Contract find themselves in one of the situations referred to in Sections 123 and 124 of GWB.

6.2 Reliance on the capacities of other entities

With regard to their economic and financial standing and to their technical and professional ability, Tenderers/Consortia may rely on the capacities of other entities, if they prove to KfW that they will have the resources that they require from these entities (so called Reliance on the capacities of other entities). Subcontractors are also affiliated, but legally independent group companies.

With regard to their educational and professional qualification (for example certificates and reports) or to relevant professional experience (for example references), Tenderers/Consortia may however only rely on the capacities of other entities where the latter will perform the works or services for which these capacities are required.

Where Tenderers/Consortia rely on the capacities of other entities with regard to their economic and financial standing, the Tenderers/Consortia and those entities are jointly liable for the execution of the Contract to the extent that these entities have made their means available.

In any case, Tenderers/Consortia relying on the capacities of other entities are required to deliver already at the time of submission of their Tender the following details and documents:

Details a tenderer has to give in the Form “Declarations concerning eligibility” No. 4:

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Conditions for participation

− Company name and address of each and every entity a tenderer is relying on,

− Indication of eligibility evidence and extent to which a tenderer relies on the capacities of other entities.

− Submission of the eligibility evidence of the committing entity

Submission of external attachments in the Supplier Wizard`s tab “Own attachments”

• Submission of the duly filled out and signed form “Commitment in the event of a reliance on the capacities of other entities“. The form has to be signed digitally or manually by the committing entity.

7. Inadmissibility of changes

As KfW is not conducting any negotiations with the bidders, changes and additions to the procurement documents are inadmissible and may lead to the exclusion of the bid (Section 53.7 sentence 1 VgV, Section 57.1 No. 4 VgV).

If a bidder adds to his tender his own general terms and conditions of trade, this is generally considered to be a change to the tender documents.

Moreover, it is recalled that attached documents, brochures etc. may not contain specifications contrary to the Tender and to the Terms of Reference, respectively.

Modifications the Tenderer applies to the entries in his Tender must be free of doubt; otherwise the Tender must be excluded (Section 57.1 No. 3 VgV).

8. Inadmissibility of changes Confidentiality

The Tenderer must treat confidentially all personal data, confidential documents, information, project results and operational and trade secrets from KfW and other institutions disclosed within the context of this award procedure. Accordingly, he recognizes and observes already during the procurement process the Agreement on Confidentiality and non-disclosure included the contract terms and conditions.

9. Ownership of the Tender documents

Please take note of the information of our e-tender platform concerning the collection of personal data with the implementation of European procurement procedures according to articles 13 and 14 of the General Data Protection Regulation. Information on the processing of personal data in the context of our procurement activities can be found at: data_protection_information_in_connection_with_procurement.pdf.

The ownership of all documents the Tenerer hands in during the procurement procedure passes to KfW. The documents will be preserved in accordance with statutory requirements. Following expiry of the preservation period, the documents will be destroyed.

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Conditions for participation

10. Data protection notice

Please take note of the information of our e-tender platform concerning the collection of personal data with the implementation of European procurement procedures according to articles 13 and 14 of the General Data Protection Regulation. Information on the processing of personal data in the context of our procurement activities can be found at: data_protection_information_in_connection_with_procurement.pdf.

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FAQ - Electronic submission of Tenders and Requests to Participate

FAQ - Electronic submission of Tenders and Requests to Participate

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Evaluation matrix

Tender Documents

for the open procedure

conducted by KfW

Environmental and Social Consulting Services for E&S Experts

KFW-2026-0023

This document is subject to copyright protection and may therefore only be used for the preparation of a tender in this award procedure. Any other use will require the express permission of KfW.

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I. Award criteria (overall)

II. Award criteria for performance area

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Quality1

(Maximum number scoring unweighted= 100, minimum number of scoring unweighted required in two Quality subareas for

financial opening = 75)

A. Access to expert workforce

B. Qualification of Core Team Members (maximum 100 scoring points (unweighted)

1 Eligibility criteria also described as minimum requirements are highlighted in red cells. Award criteria are highlighted in light green cells. 3

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C. Concept - 100 scoring points (unweighted)

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D. Presentation of the Concept + Case Study Solution - 100 scoring points (unweighted)

KfW will hand over to the tenderer a standard task sheet representing a fictitious Case Study. The tenderer will analyse the task sheet and prepare a solution to the Case Study. The tenderer will subsequently present the Concept and the solution to the Case Study and take KfW queries regarding the presentation.

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E. Sustainability criteria

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For the evaluation of the sustainability criteria, please refer to document KfW 2026-0023 – Evaluation matrix for sustainability criteria

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General Contractual Conditions

Table of Contents

1. Service Recipient ........................................................................................................................... 3

2. Performance of the Services and Legal Framework .................................................................. 3

3. Involvement of KfW ....................................................................................................................... 4

4. Rights to Issue Instructions ......................................................................................................... 4

5. Acceptance ..................................................................................................................................... 5

6. Default ............................................................................................................................................. 5

7. KfW’s Right to Amend the Contract ............................................................................................ 5

8. Results of Performance of the Contractor .................................................................................. 6

9. Rights to the Results of Performance ......................................................................................... 7

10. Background Rights ................................................................................................................... 7

11. Freedom from Third Party Rights; Defects of Title ................................................................ 8

12. Use of Subcontractors .............................................................................................................. 8

13. Remuneration ............................................................................................................................. 9

14. Terms of Payment, Taxes, Invoicing and Performance Records ....................................... 10

15. Contact Persons ...................................................................................................................... 11

16. Information Requirements and Rights .................................................................................. 11

17. Audit .......................................................................................................................................... 12

18. Confidentiality .......................................................................................................................... 12

19. Data protection ........................................................................................................................ 13

20. Anti-Corruption and Prevention of Other Criminal Acts ..................................................... 14

21. Conflicts of Interest ................................................................................................................. 14

22. Insider Index ............................................................................................................................. 15

23. Embargo und Sanction Lists .................................................................................................. 15

24. Implementation of the German Supply Chain Act ................................................................ 15

25. No Press Releases, Advertising etc. ..................................................................................... 17

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26. Assignment, pledging, offsetting and retention of Claims ................................................. 17

27. Waiver of Legal Rights ............................................................................................................ 18

28. Liability Insurance ................................................................................................................... 18

29. Liability of the Parties ............................................................................................................. 18

30. General Provisions for Contractual Penalties ...................................................................... 19

31. Language .................................................................................................................................. 19

32. Formal Requirements for Amendments and Supplements ................................................. 20

33. Supplementary Termination Rights and Consequences of Termination .......................... 20

34. Obligations to Return, Destruct or Delete ............................................................................. 21

35. Support in Case of Termination ............................................................................................. 21

36. Applicable Law......................................................................................................................... 22

37. Place of Jurisdiction ............................................................................................................... 22

38. Severability ............................................................................................................................... 22

Attachment: German Supply Chain Act ............................................................................................ 23

1. Human Rights Risk (Section 2 (2) of the German Supply Chain Act) .................................... 23

2. Environment Risk (Section 2 (3) of the German Supply Chain Act) ....................................... 25

3. Prevention Measures .................................................................................................................. 26

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1. Service Recipient

1.1. Unless otherwise specified by KfW with reference to this provision, service recipients may be KfW and companies within the KfW Group in which KfW holds a direct or indirect majority stake, with the exception of German Investment and Development Company (Deutsche Investitions- und Entwicklungsgesellschaft mbH – “DEG”) (hereinafter referred to as “companies of the KfW Group”).

1.2. Companies within the KfW Group have the right to independently make use of and re- quest services under this agreement, as well as to request that invoices be issued to them rather than to KfW. If the respective company makes use of this option, only that company is liable for the payment of the invoice.

Part A: Performance-related Provisions

2. Performance of the Services and Legal Framework

2.1. The Contractor shall provide all contractual services independently and on its own re- sponsibility in accordance with this contract, in particular the terms of reference of KfW and its offer, if relevant taking into account the specifications of the tasks and objectives by KfW and the amendments in accordance with Section 7.

2.2. The Contractor shall provide all services that are not expressly described in the contract documents, but which are typically part of the contractual services or are required in order to provide them as intended.

2.3. The Contractor undertakes to comply with the following requirements in the fulfillment of this contract, insofar as they contain specifications with regard to the provision, quality or usability of the contractual services as defined in particular in the (respective) terms of reference:

a) the applicable law, in particular acts (Gesetze), ordinances (Verordnungen) and decrees (Erlasse), requirements of the police and other authorities, professional norms, standards, guidelines, best practices or professional practices, including the respective state of the art,

b) KfW-specific law whose addressee is exclusively KfW, such as obligations (Auflagen) or orders (Verfügungen) of the police and other authorities, insofar as these are communicated to the Contractor by KfW,

c) KfW's internal requirements regarding the contractual performance or the results of performance, in particular those that are derived from applicable law and are intended to ensure the legally compliant use of the results of performance by KfW, insofar as these are communicated to the Contractor by KfW, and

d) in the case of contractual services to be provided at KfW's premises, all safety- relevant instructions and information from KfW, insofar as these are communi- cated to the Contractor by KfW. For workplace safety, these include in particular the general provisions of the framework documents A “Workplace Safety in Con- tractor Management for Blue-Collar Workers and Service Staff” and B “Workplace Safety in Contractor Management for Consultants and Office Staff” available at https://www.kfw.de/lieferanteninfo.

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2.4. If KfW commissions other companies to provide services related to the Contractor's con- tractual services, the Contractor shall work with them based on trust and partnership.

2.5. The Contractor shall take appropriate measures to ensure that the relevant statutory and contractual provisions for the provision of the contractual services are complied with by all persons performing the services. Documentation of appropriate instruction of the per- sons performing the services shall be submitted to KfW upon request.

3. Involvement of KfW

3.1. KfW shall only be obliged to contribute to the provision of the contractual services to the extent expressly described in the terms of reference.

3.2. In each individual case, the Contractor shall expressly inform KfW about the need for any contribution in accordance with Section 3.2 with reasonable advance notice. If the Con- tractor is of the opinion that the contribution is not provided in accordance with the con- tract, it shall inform KfW of this and of the consequences of the failure to contribute without undue delay (unverzüglich) in writing (Textform in accordance with Section 126b of the German Civil Code, Bürgerliches Gesetzbuch – BGB (e.g. via letter or e-mail), hereinafter Textform).

3.3. If KfW does not contribute in the required manner even after being requested to do so, the Contractor shall do everything that can reasonably be expected of it to compensate for the lack of contribution and to provide the contractual services in line with the contract. The Contractor may demand compensation for its additional expenses incurred as a re- sult of the lack of contribution if it has previously made notice to KfW in writing (Textform) and KfW has agreed to the additional expenses or has not objected to them within two weeks.

3.4. If the Contractor is prevented from providing the contractual services despite the measures pursuant to Sections 3.2 and 3.3, the Contractor shall not be responsible for disruptions and delays that result directly from the failure to contribute or otherwise defi- cient contribution. In this case, deadlines and time periods (e.g. within the framework of Service Level Agreements (SLAs)) shall be postponed or extended by the delay resulting from the failure to cooperate or otherwise deficient cooperation.

3.5. Any further rights and claims of the Contractor due to a failure to contribute or otherwise deficient contribution shall be excluded.

4. Rights to issue instructions

4.1. Any instructions issued by KfW shall be issued to the Contractor (in particular to the Con- tractor's contact persons pursuant to Section 15) and not to the persons performing the service. The latter shall be subject exclusively to the Contractor's instructions.

4.2. If, in the opinion of the Contractor, the execution of an instruction is not expedient or inefficient, or if the Contractor recognises that the execution of the instruction is associ- ated with considerable difficulties or with an effort which was not expected by KfW or which is disproportionate, the Contractor shall inform KfW of this as soon as possible before executing the instruction and shall give KfW the opportunity to reexamine and, if necessary, correct the instruction. In this respect, the Contractor has a duty to examine and provide advise vis-à-vis KfW.

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rates, unless the Contractor owes this service free of charge or without separate remu- neration.

4.4. The persons of KfW who are authorised to issue instructions to the Contractor shall be determined by notice in writing (Textform). The Contractor is not authorised to accept instructions from other persons of KfW. If the Contractor nevertheless performs services in accordance with the instructions of other persons of KfW, the expenses incurred shall not be reimbursed unless the instructions are subsequently approved by KfW.

5. Acceptance

If contractual services are to be provided in the form of works (Werkleistungen) that are subject to acceptance (Abnahme), the Parties shall reach a corresponding agreement and, in particular, specify the acceptance procedure, the acceptance conditions and the classes of defects in the individual contract. Acceptance shall take place formally by means of a declaration by KfW in writing (Textform) and – if relevant – in accordance with any further provisions as set out in the contract. Tacit or implied declarations of ac- ceptance (e.g. by going live etc.) are excluded; Section 640 (2) sentence 1 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) remains unaffected. For defects known at the time of acceptance, claims for defects according to Section 640 (3) of the German Civil Code (Bürgerliches Gesetzbuch – BGB) and claims for contractual penalties pursu- ant to Section 341 (3) of the German Civil Code (Bürgerliches Gesetzbuch – BGB) shall be deemed reserved.

6. Default

6.1. Deadlines agreed for the provision of the contractual services, in particular insofar as these were specified in the terms of reference, in the offer or during the term of the con- tract in a plan or otherwise, are binding.

6.2. If the Contractor realises that it will not be able to provide or complete the contractual services on time or on schedule, it must inform KfW without undue delay (unverzüglich) in writing (Textform), stating the reasons and the expected duration of the delay.

6.3. If, in the event of a delay, the Parties agree to postpone the relevant date or to change the schedule, this shall not constitute a tacit waiver by KfW of any claims which have arisen as a result of the delay in question or which would have arisen or still arise under the original or the new schedule.

7. KfW’s Right to Amend the Contract

7.1. KfW shall be entitled to demand amendments to the provisions of this contract, in partic- ular the requirements for the performance of the contract which is due, at least in writing (Textform) to an extent necessary as well as reasonable for and within the capacity of the Contractor due to

a) a change in the relevant statutory or regulatory provisions,

b) a change in the protection requirements of the data processed by the Contractor as determined by KfW, or

c) a change in the protection requirements as defined by KfW of the activities per- formed by the Contractor, or

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d) a change in the classification determined by KfW as to whether the contractual service constitutes an ICT service within the meaning of Regulation (EU) 2022/2554 of the European Parliament and of the Council of December 14, 2022 on digital operational resilience for the financial sector (DORA) or whether it sup- ports critical or important functions of the companies of the KfW Group, or

e) in the cases defined in the terms of reference.

The Contractor shall agree to such request without undue delay (unverzüglich) in writing (Textform) unless the request is not reasonably acceptable for the Contractor.

For the sake of clarity: Specifications of the contractual services, in particular by means of instructions of KfW, are not deemed to be amendments within the meaning of this Section.

If the Contractor claims that an amendment requested by KfW is unreasonable or beyond its capabilities, KfW shall be entitled to terminate the contract without notice, without prej- udice to any further rights and claims.

7.2. If the Contractor wishes to adjust the remuneration as a result of an amendment, it must present its additional or reduced costs concretely for each contractual service affected in a comprehensible manner in accordance with the remuneration structure and the calcu- lation bases of the contract. If the amendment by KfW alters the remuneration bases of the original contractual performance to an extent which is not insignificant, the Parties shall agree on an appropriate adjustment of the remuneration for the affected contractual performance, taking into account the additional and reduced costs in accordance with the remuneration structure and the calculation bases of the contract.

7.3. Any statutory amendment and adjustment rights of either Party shall remain unaffected.

8. Results of Performance of the Contractor

8.1. The obligations of the Contractor regularly include – also in the case of service obligations – the creation of embodied results of performance (also in electronic form). The nature and content of the results of performance owed shall be based on the respective agreed obligations and any specifications or instructions by KfW.

8.2. The Contractor shall continuously back up the preliminary and final results of perfor- mance, their respective intermediate statuses and other data and auxiliaries created for the provision of the contractual services in such a way that their loss is excluded and they can be restored without undue delay (unverzüglich) and with the current status of pro- cessing. This includes in particular the regular and risk-adequate backup of electronic data and similar information. The costs of backup and restoration shall be borne by the Contractor.

8.3. The Contractor shall make the results of performance available to KfW in all physical and electronic forms (the latter also in editable file formats) available to it in each case upon reaching the respective agreed dates, deadlines, milestones, etc. or without undue delay (unverzüglich) after completion of the respective result of performance, but at the latest upon completion of the service provision. In addition, KfW shall be entitled to request intermediate statuses at any time.

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9. Rights to the Results of Performance

9.1. Subject to the provisions on rights of use in the terms of reference, which in this respect take precedence over the provisions in Sections 8 to 10, the Contractor grants to KfW an exclusive, unlimited (in time), irrevocable, unrestricted and transferable right of use to all results of performance (including source code, if its creation is owed), interim results, all preliminary results and developed auxiliaries (in particular concepts and documentation) created at the expense of KfW from the time of their respective creation with regard to all known and unknown, present and future types of use which is compensated by the re- muneration agreed in this contract. The author's claims to remuneration pursuant to Sec- tion 32c of the German Act on Copyright and Related Rights (Urheberrechtsgesetz – UrhG) shall remain unaffected.

9.2. The aforementioned right of use grants KfW in particular the right to reproduction, trans- lation, adaption, modification, distribution and further development. Apart from the statu- tory moral rights, KfW is thus placed in the same position as the author.

9.3. If KfW makes use of its rights to adapt, modify or further develop the results of perfor- mance, the results of performance may no longer be associated with the name of the Contractor. Irrespective of this, the author has the right to be named in accordance with Sections 13, 74 of the German Act on Copyright and Related Rights (Urheber- rechtsgesetz – UrhG). KfW reserves the right to agree a waiver of naming with the author in justified individual cases.

9.4. No further consent of the Contractor shall be required for the exercise of rights of use by KfW and authorised third parties.

9.5. The Contractor shall remain entitled to the right of use exclusively for its own purposes and within the scope of the provision of the contractual services.

9.6. If the Contractor is a co-author, he hereby waives his share of the exploitation rights in accordance with Section 8 (4) of the German Act on Copyright and Related Rights (Ur- heberrechtsgesetz – UrhG); if employees or vicarious agents of the Contractor are co- authors, the Contractor warrants that it has acquired all rights of use and exploitation from them and has received a waiver in accordance with Section 8 (4) UrhG.

9.7. The Contractor may only use Artificial Intelligence (“AI”) to produce performance results to be made available to KfW with KfW’s prior consent. Consent is not required if the use of AI is provided for in the other parts of the contract (in particular the service description).

9.8. If no intellectual property rights exist in the Contractor’s deliverables due to the use of AI, KfW may use the deliverables in its relationship with the Contractor as if KfW had an exclusive, unlimited (in time), irrevocable, unrestricted and transferable right of use.

10. Background Rights

10.1. All rights, in particular copyrights, rights of use and industrial property rights, which ex- isted prior to the conclusion of this contract or which a Party acquires independently of the provision of the contractual services (“Background Rights”), shall remain with the Party which held or acquires them. In particular, the rights to the tools, methods, stand- ards and documentation (the latter only if developed for a number of customers) which are used by the Contractor in the provision of the contractual services shall remain with the Contractor. Changes, insofar as they have been made at the expense of KfW, are subject to Section 9.

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10.2. The Contractor shall grant to KfW the rights under Section 9 to Background Rights which KfW requires for the contractual use of the contractual services, but non-exclusive and only for the purpose of using the contractual services. In addition, contractual services to which Background Rights exist may be disclosed to the auditor, the KfW Group compa- nies or bodies that audit or supervise KfW or the KfW Group companies. This does only apply for the purpose of carrying out their auditing or supervisory activities.

11. Freedom from Third Party Rights; Defects of Title

11.1. The Contractor is obliged to ensure that its service is free from third party rights which exclude or restrict the contractual use of the service or the rights of use granted in this contract (e.g. patents, copyrights, brands, trademarks, utility models or third party li- cences).

11.2. If a third party asserts claims against KfW due to the (alleged or existing) infringement of property rights in connection with the service of the Contractor or rights of use granted by the Contractor, the Contractor shall indemnify KfW against the claims asserted, including the costs of legal defence (in particular court and lawyer's fees). However, KfW shall not be entitled to any claims under this paragraph if the Contractor proves that it is neither responsible for the infringement of the property right nor should it have been aware of the infringement of the property right at the time of the performance of the service if it had exercised due commercial care.

11.3. The Contractor's statutory warranty obligations in respect of defects of title shall remain unaffected by the two preceding paragraphs. Fulfilment of these obligations may in par- ticular consist of the Contractor, at its own expense and at its discretion, either

a) modifying or replacing its service in such a way that it does not violate third party rights but is fully in accordance with the contract, or

b) otherwise ensuring that KfW can use the service fully in accordance with the con- tract without restriction and without additional costs (e.g. by means of a licence agreement).

11.4. Notwithstanding further statutory provisions, the Contractor shall in any case have no claim to remuneration for services subject to defects of title insofar it is unable to remedy the defects of title. Accordingly, any unearned remuneration already received shall be reimbursed to KfW.

11.5. The Contractor shall defend against the claims asserted by the third party. KfW will offer to take over such defense.

12. Use of Subcontractors

12.1. The Contractor shall only be entitled to have contractual services performed in whole or in part by subcontractors with the prior consent of KfW in writing (Textform) (“Authorised Subcontractors”). The Contractor may only replace Authorised Subcontractors with the prior consent of KfW in writing (Textform). For the sake of clarity: Group companies shall also be deemed to be subcontractors for the purposes of this contract.

12.2. Consent shall be deemed to have been granted for the subcontractors named in the Con- tractor's offer with regard to the contractual services and functions specified therein. The Contractor may apply for the consent to further subcontractors or a change in the scope of the subcontractor's service performance. For this purpose, the Contractor shall provide sufficient information to enable KfW to comprehensively assess the suitability of the Seite 8 von 27

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desired subcontractor, in particular its qualification and authorisation to pursue the pro- fessional activity as well as its economic, financial, technical and professional ability and reliability.

12.3. KfW shall be entitled to revoke any consent granted with immediate effect if the Contrac- tor fails to ensure compliance with the requirements of this Section 12 or if there is a reason in the person of the subcontractor that would entitle KfW to terminate the contract without notice. Apart from that, KfW may revoke any consent granted with objective cause and a reasonable period of notice.

12.4. The Contractor shall ensure that subcontractors comply with the provisions of this con- tract that are relevant to them when providing contractual services for KfW. The Contrac- tor shall oblige subcontractors, at least in writing (Textform), in particular to comply with obligations under this contract of confidentiality, secrecy, deletion, return and destruction as well as data protection rules and laws.

12.5. The use of a subcontractor shall not affect the Contractor's contractual and statutory ob- ligations, including the Contractor's duty to provide information and its liability for all con- tractual services. The Contractor shall be liable for the acts and omissions of the subcon- tractor to the same extent as for its own acts and omissions.

12.6. The provisions of this Section 12 shall apply mutatis mutandis to the use of downstream subcontractors by the relevant Authorised Subcontractor.

13. Remuneration

13.1. Unless otherwise provided for, all prices are binding for the entire term of the contract.

13.2. Unless otherwise provided for, the prices constitute the remuneration for all contractual services. The prices shall in particular cover all claims of the Contractor in connection with the transfer of the right of use, utilisation and modification with regard to its results of performance as well as all ancillary costs the Contractor necessarily incurred in con- nection with for the provision of the service (in particular, printing, telephone, fax, meals, late night taxi fares as well as costs for secretarial work etc.).

13.3. The following applies to travel, accommodation and third-party costs expenses which the Contractor necessarily incurs in connection with the provision of services and after prior agreement with KfW: Actually incurred and necessary expenses for travel and overnight accommodation and other genuine and reasonable third-party costs in an appropriate extent (translation costs, registry and notary fees and courier fares) will be reimbursed with proof of expenses. For each individual contract with included travel, the contractor must submit an estimate of the total travel costs as part of the offer. Travel expenses in connection with foreign travel, which has been coordinated with KfW, are reimbursed per person per night in accordance with the then current Summary of Applicable Lump Sums for Abroad Food and Overnight Accommodation Expenses (Übersicht über die geltenden Pauschbeträge für Verpflegungsmehraufwendungen und Übernachtungskosten im Ausland) published by the German Federal Ministry of Finance. Intercontinental flights can be booked up to Premium Economy, continental flights must be booked as Economy. Deviations from this must be explicitly justified (e.g. increased costs due to the existing security situation).

13.4. The parties may agree on an appropriate price adjustment with regard to the agreed daily rates due to changes in the Contractors personnel or ancillary costs to be effective at the earliest 24 months after conclusion of this Framework Agreement. A prerequisite for a price adjustment is that KfW or the Contractor prove a concrete, contract-related change

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in personnel or ancillary costs on the basis of the daily rates of more than 5% per daily rate on which the contractor's offer is based. A price increase of more than 8% per daily rate and price adjustment is not permitted. A further adjustment is permitted, analogously to a further change of 5% compared to the last daily rates, at the earliest 12 months after a price adjustment. All price positions are commercially rounded to full cents after adjust- ment. A retroactive price adjustment shall not be required. A price change is to be de- manded in text form (§126b BGB) from the other contracting party at least four weeks before the notified date of effectiveness. The effective date of a price adjustment shall be specified in the relevant agreement. Furthermore, the date of delivery of the service (not the invoice date, etc.) is decisive for the validity of the respectively preceding or increased price.

13.5. The provisions of Section 7 and any statutory claims for contractual adjustment shall re- main unaffected.

14. Terms of Payment, Taxes, Invoicing and Performance Records

14.1. Invoices shall be issued net plus the applicable statutory VAT. This shall not apply if the Contractor is not liable for VAT by virtue of statutory provisions.

14.2. Unless otherwise specified by KfW and provided that the service is to be provided in accordance with the contract over a period longer than six months and does not involve services for which acceptance is required for the remuneration claim to arise, the Con- tractor may, in the case of remuneration based on quantity or effort or on effort with an upper limit, issue invoices on a monthly basis by the fifth day of the following month in- stead of after completion of the contractual service.

14.3. The Contractor must submit all invoices to KfW as electronic invoices via the Federal Government's central invoice receipt platform (ZRE) at xrechnung-bdr.de. The routing identification number to be used is 992-80158-64.

14.4. Each invoice must contain detailed and complete invoice items in accordance with the price items in the contract, the order or, if not included in the order, the contractor's offer, as well as details of the quantities delivered. If requested by KfW, each invoice must be accompanied by the performance certificates previously approved by KfW. The two last sentences of Section 14.5 apply accordingly.

14.5. If remuneration based on actual expenditure has been agreed, the Contractor shall sub- mit verifiable performance records to KfW on a weekly, fortnightly or monthly basis, at KfW's discretion. In the case of monthly billing, the performance records shall cover the contractual services provided by the contractor during the full calendar month to be in- voiced and shall be submitted by the Contractor to the office specified by KfW by 12 noon on the second working day of the month following the billing month at the latest. KfW shall be entitled to change the format of the performance records at any time. The performance records shall at least include the names of the persons employed, their roles, the work they have performed and the time spent on it. The Parties may provide for an automated procedure or the use of electronic tools for the transmission, verification and approval of the performance records. Services that have been objected to by KfW in good time, i.e. within 14 calendar days, may not be invoiced. The disputed services may be invoiced separately, without KfW being precluded from continuing to question their billability, if no agreement has been reached on them within three weeks.

14.6. When billing according to daily rates, assignments of less than 8 working hours shall only be billed on a pro rata basis. Services exceeding 8 hours per day shall only be

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remunerated on a pro rata basis if this has been agreed in writing (at least in Textform) prior to the provision of services.

14.7. The remuneration owed and duly invoiced shall be payable within 30 calendar days of receipt of the verifiable invoice by KfW. Payment shall be made exclusively to an interna- tional working bank account of the Contractor specified in the invoice.

Part B: General Contractual Obligation

15. Contact Persons

15.1. The Contractor shall appoint a competent main contact person and its equally competent deputy for the entire term of the contract. The contact persons are responsible for all questions relating to the execution of the contract, general issues, requests or complaints, information and the management of subcontractors. They are authorised to issue and receive notices and instructions with effect for and against the Contractor and to make decisions on behalf of the Contractor or, at least, to arrange for them to be made without undue delay (unverzüglich).

15.2. The Contractor shall replace contact persons at the request of KfW if there are profes- sional reasons or reasons in the person concerned for doing so. An exchange at the request of the Contractor may only take place if KfW agrees or if there are operational reasons on the part of the Contractor and the Contractor has explained these plausibly.

15.3. The Contractor shall ensure (i) the availability of at least one contact person for telephone or e-mail enquiries from KfW within the service hours and (ii) the immediate processing of the enquiries by the contact person(s). The service hours shall be from Monday to Friday (with the exception of German national public holidays) from 9 a.m. to 5 p.m., unless otherwise specified by KfW.

15.4. KfW shall appoint at least one contact person. The Contractor (including its contact per- sons) shall contact this contact person(s).

15.5. The exchange of contact persons shall be effected by immediate notification by the ex- changing party in writing (at least in Textform), stating the former and new contact per- son(s) and the contact details of the latter.

16. Information Requirements and Rights

16.1. The Contractor shall inform KfW without undue delay (unverzüglich) of all material cir- cumstances relevant to the performance of the contractual services, in particular possible obstacles to performance and the circumstances mentioned in the following paragraph, as soon as these are foreseeable for the Contractor. [Note: Art. 30(3)(b) DORA]

16.2. The duty to provide information also includes, in particular, matters relevant to compli- ance (in particular money laundering, financial sanctions, criminal offences) relating to the persons employed to provide the service or their activities in connection with the pro- vision of the service. Such circumstances also include cases of suspicion. The infor- mation must be provided without delay and at the latest within two (2) working days (Mon- day to Friday) after it has become known to the Contractor internally. It must be made in a form appropriate to the circumstances (normally first by telephone and then by email to compliance@kfw.de). In case of KfW IPEX-Bank GmbH, the email address is IPEX.Be- trugspraevention@kfw.de.

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16.3. The Contractor is obliged to inform KfW on his own initiative at reasonable intervals and to a reasonable extent about the status of the fulfilment of the contract. KfW shall be entitled at any time to demand information from the Contractor about the performance of the contractual services.

16.4. Unless otherwise agreed or required by law, the Contractor shall be obliged to retain the documentation produced in the course of the performance of the service, including cor- respondence with KfW, for 6 years after the end of the performance of the service, unless it has been deleted or handed over at the request of KfW, in particular in accordance with Section 34.

17. Audit

17.1. KfW is entitled, regardless of the occasion and at reasonable intervals, but no more than once per contract year, to carry out a comprehensive review of the performance of the contract itself, either jointly with other companies (collective audit / Sammelaudit) or through an auditor selected by KfW who is not in direct competition with the contractor. KfW is also entitled to carry out or have carried out a corresponding review at any time if there is reason to do so. The Contractor shall immediately inform KfW of any competitive relationship with a selected auditor.

17.2. The Contractor shall grant KfW or the auditor access to its business premises during business hours and comprehensive insight into and access to all documents, data, and systems related to the execution of the contract. In addition, upon request, the Contractor shall provide KfW or the auditor with documents and data related to the execution of the contract in electronic form to an appropriate extent. The Contractor shall be entitled to take appropriate measures to protect its business and trade secrets and the confidential- ity of other customer data.

17.3. With regard to commercial or cost-related information provided by the Contractor, the auditor is only entitled to submit a summary report on the results of his audit to KfW, which does not disclose the commercial and cost-related information as such.

17.4. Audits require a notice period of ten (10) working days.

17.5. The costs of the auditor shall be covered by KfW. Each party shall cover its own expenses in connection with the performance of an audit.

18. Confidentiality

18.1. The Contractor undertakes to treat in confidence the provisions of this contract as well as all information made available to it by KfW or a KfW Group company, and all personal data and findings (hereinafter referred to as “Information”) that it acquires through or on the occasion of the cooperation with KfW or a KfW Group company based on this con- tract, in particular business or trade secrets of KfW Group, its customers and other busi- ness partners, and to maintain secrecy vis-à-vis third parties regarding such information. This shall not apply if the information is or becomes publicly known, provided that the disclosure is made in accordance with the provisions of this contract.

18.2. The Parties shall exchange information designated by KfW as confidential or strictly con- fidential either in printed format or in the form of encrypted digital communications. The Parties will determine in a particular case which of the encryption technologies offered by KfW (currently TLS – Transport Layer Security (preferred), PGP, S/MIME or a secure data room at KfW) will be used.

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18.3. The Contractor undertakes to make the Information available only to persons who need to know about it within the context of the collaboration and to familiarise such persons with this contract and with the data protection provisions relevant for them. It shall impose upon them to adhere to the confidentiality obligations (including data secrecy) in writing, as far as they are not already subject to such a confidentiality obligation by law.

18.4. The Contractor may not use KfW’s data and information, even in anonymised form, for the purpose of training an AI.

19. Data protection

19.1. The following provisions shall apply only insofar as the Contractor processes personal data within the meaning of Art. 4 No. 1, 2 of the EU General Data Protection Regulation (Regulation (EU) 2016/679, hereinafter referred to as ‘GDPR’) in the course of providing its services under its own responsibility (Art. 4 No. 7, Art. 24 GDPR).

19.2. The Contractor shall ensure compliance with the relevant data protection obligations ap- plicable to it in the course of providing its services. For controllers based within the Euro- pean Union or the European Economic Area, this includes, in particular, compliance with the GDPR and the respective national data protection laws.

19.3. Insofar as the Contractor falls within the scope of the GDPR, the Contractor shall ensure that the processing of personal data in the performance of the main contract takes place within the European Union or the European Economic Area. If, in exceptional cases, per- sonal data is transferred to third countries outside the European Union or the European Economic Area, the Contractor shall ensure full compliance with the associated data pro- tection obligations, in particular Art. 44 ff. GDPR, and shall provide evidence of this at KfW's request.

19.4. If, for the purpose of executing the contract with KfW, it is necessary to conclude corre- sponding standard data protection clauses within the meaning of Art. 46 (2) lit. c GDPR in accordance with European data protection law, the Contractor shall agree to these standard data protection clauses. In addition, the Contractor shall support KfW in prepar- ing a transfer impact assessment required under European data protection law upon re- quest by KfW.

19.5. The Contractor shall notify KfW without delay of any potential or actual data protection breaches relating to the personal data of KfW, a KfW Group company or its business partners (e.g. employee or customer data). This notification must be made in an appro- priate manner (usually first by telephone, followed by email to datenschutz@kfw.de). This applies in particular in the event of suspicion that the information has come to the knowledge of third parties without authorisation.

19.6. If the Contractor violates the provisions of this Section 19, it shall pay a contractual pen- alty of up to 1% of the total remuneration for each case of violation, but in any case, no more than 50,000 euros per violation. For the general provisions on contractual penalties, see Section 30.

19.7. KfW is entitled to process personal data of persons employed by the Contractor to provide services, insofar as this is necessary for the performance of the contract. The Contractor shall ensure that the legal requirements for KfW to process the data of persons employed to provide services are met before they commence their activities under this contract. The Contractor shall provide KfW with evidence of this upon request.

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20. Anti-Corruption and Prevention of Other Criminal Acts

20.1. The Contractor shall comply with all criminal law requirements applicable under German law and, to the extent applicable, under other legal systems in connection with the per- formance of contractual services. This obligation includes in particular, but without limita- tion, the prohibition on accepting, granting, promising or demanding unlawful payments or other unlawful material or immaterial benefits, where there is no entitlement to such payments or benefits (collectively “Unlawful Benefits”) to or from public officials, busi- ness partners and their employees and representatives and to KfW Group companies (Unternehmen des KfW-Konzerns) and their personnel. This obligation furthermore in- cludes the prohibition of accepting, granting, promising or demanding Unlawful Benefits, when collusively agreed with any of the aforementioned bodies and persons, to or from other third parties, in particular family members and other partners, and the prohibition of facilitation payments to public officials, to KfW Group companies (Unternehmen des KfW- Konzerns) or their personnel or other persons.

20.2. The Contractor shall without undue delay (unverzüglich), at the latest within two (2) work- ing days (Monday to Friday), inform KfW if it has a suspicion of violations of the criminal law requirements mentioned in the preceding paragraph, that concern the persons em- ployed to perform the services or their activities in the context of the performance of the services. This applies in particular, but without limitation, to Unlawful Benefits, other cor- ruption matters and other criminal offences, such as fraud, subsidy/loan fraud, embez- zlement, misappropriation. The information shall be provided in a form which is appropri- ate under the circumstances (as a rule first by telephone and thereafter by e-mail to com- pliance@kfw.de). In the case of KfW IPEX-Bank GmbH, the email address is IPEX.Be- trugspraevention@kfw.de.

21. Conflicts of Interest

21.1. The Contract is entered into on the assumption that the Contractor is not subject to any conflicts of interest in relation to the services to be performed by it under this contract ("Conflict(s) of Interest"). Conflicts of Interest in relation to the Contractor or the Con- tractor 's group companies within the meaning of Section 18 of the German Stock Coop- eration Act (Aktiengesetz – AktG) are in particular

a) a conflict of interest within the meaning of any relevant professional law;

b) a recognisable – existing or potential – conflict which arises or could arise from the activity under this contract and an activity for a third party (in particular out- side KfW Group – KfW-Konzern); or

c) a previous or ongoing provision of services for KfW or another KfW Group com- pany (Unternehmen des KfW-Konzerns), if the previous or ongoing provision of services would have to be taken as a basis, required or examined for the perfor- mance of this contract in such a way that its possible deficiency could become apparent.

21.2. The Contractor hereby declares that there is no Conflict of Interest. During the entire term of the contract, the Contractor shall continuously check (in particular before accepting orders from third parties) whether there are any facts that could give rise to a Conflict of Interest. It shall inform KfW of all possible Conflicts of Interest – including cases of doubt – without undue delay (unverzüglich) in writing (at least in Textform). KfW shall give the Contractor the opportunity to explain and propose measures to eliminate the Conflict of Interest.

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21.3. If, in the opinion of KfW, the Contractor is unable to eliminate a Conflict of Interest, KfW shall be entitled – without prejudice to further rights and claims – to extraordinary termi- nation of the contract without notice.

22. Insider List

If applicable, the Contractor shall (i) maintain an insider list in accordance with the appli- cable securities trading regulations without undue delay (unverzüglich) and at the latest upon request by KfW, (ii) confirm to KfW upon request that all persons involved in the provision of services who have access to insider information have been included in the list, and (iii) shall name the contact person responsible for the Contractor's insider list to KfW. If the insider relevance is not already apparent to the Contractor based on the cir- cumstances of the individual order, KfW shall inform the Contractor of the insider rele- vance in each individual case.

23. Embargo und Sanction Lists

23.1. The Contractor confirms that no embargo or sanction of the United Nations, the European Union or the Federal Republic of Germany applies to it, to the persons deployed for the performance of the contractual services and to the services owed by it. Any invoicing of the Contractor represents automatically – without an express declaration – a renewed confirmation pursuant to sentence 1. The delay or omission of invoicing is not to be con- sidered as withdrawal of previous confirmations or as tacit notification of an international embargo or a sanction by the United Nations, the European Union or the Federal Repub- lic of Germany which has been enacted in the meantime. The Contractor shall without undue delay (unverzüglich) notify KfW if at any time an international embargo or a sanc- tion of the United Nations, the European Union or the Federal Republic of Germany should apply to it or to the services owed by it.

23.2. To the extent that the performance of the contractual obligations of the Contractor re- quires approval due to national, European or other regulations of foreign trade law appli- cable to KfW and/or the Contractor, including embargo or other sanction regulations, the performance of the contract is conditional on the granting of the required approvals by the competent authorities.

23.3. If (i) an international embargo or a sanction of the United Nations, the European Union or the Federal Republic of Germany applies to the Contractor, to the persons deployed for the performance of the contractual services or to the services owed by it in accordance with Section 23.1, or (ii) a required approval is not granted in accordance with Section 23.2 within a reasonable period of time set by KfW, KfW is in each case entitled to termi- nate the contract without notice, without prejudice to further rights and claims.

24. Implementation of the German Supply Chain Act

24.1. The Contractor takes note of the Policy Statement on the Human Rights Strategy issued by the Executive Board of KfW pursuant to Section 6 (2) of the German Supply Chain Act (Lieferkettensorgfaltspflichtengesetz – LkSG, “German Supply Chain Act”) available at the internet address http://www.kfw.de/nachhaltigkeit/%C3%9Cber-die-KfW/Nachhal- tigkeit/Unser-Nachhaltigkeitsanspruch/Menschenrechtserkl%C3%A4rung/. Pursuant to Section 6 (4) no. 2 of the German Supply Chain Act, the Contractor assures to comply with the human rights and environmental expectations required in this Policy Statement (Chapter 5.3 Procurement, Section “KfW's expectations of its suppliers”). Pursuant to Section 6 (4) no. 2 of the German Supply Chain Act, the Contractor also assures that it

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will adequately address the human rights and environmental expectations along its sup- ply chain as required by the Policy Statement on the Human Rights Strategy. Should the Policy Statement on the Human Rights Strategy or the internet address at which it can be retrieved change, KfW will inform the Contractor thereof without undue delay (unver- züglich).

24.2. The Contractor shall observe the prohibitions set forth in “Schedule Supply Chain Act” of this contract (Sections 1 and 2) as well as implement any preventive measures set out in this Schedule (Section 3). If, as a result of a risk analysis with regard to the Contractor and its supply chain to be carried out by KfW pursuant to Section 5 of the German Supply Chain Act, KfW comes to a new or a changed assessment of the human rights risks within the meaning of Section 2 (2) of the German Supply Chain Act or of the environment- related risks within the meaning of Section 2 (3) of the German Supply Chain Act, KfW may unilaterally demand the inclusion of new and the adjustment of existing preventive measures set out in “Schedule Supply Chain Act” (Section 6 (5) of the German Supply Chain Act), unless the request is not reasonably acceptable for the Contractor. Prior to amending the “Schedule Supply Chain Act”, KfW will provide the Contractor with the rea- sons for the amended risk assessment, submit to it the wording of the amended provi- sions of the “Schedule Supply Chain Act” and hear the Contractor. As soon as KfW has declared the amended “Schedule Supply Chain Act” to be a binding part of the contract, the Contractor is obliged to observe the provisions of the amended "Schedule Supply Chain Act”.

24.3. Notwithstanding the provisions of Section 12, the Contractor must provide KfW with in- formation on indirect suppliers upon KfW's request. KfW’s right to request the Contractor to provide information is limited to such information which it needs for taking measures pursuant to Section 9 (3) of the German Supply Chain Act. The Contractor is only obliged to disclose such information as is available to it or can be obtained by it with reasonable effort. Indirect suppliers are those within the meaning of Section 2 (8) of the German Supply Chain Act.

24.4. If a violation of a human rights-related or an environment-related duty has occurred or is imminent at the Contractor, the Contractor must assist KfW without undue delay (unver- züglich) in fulfilling the duties incumbent upon it pursuant to Section 7 (1) to (3) of the German Supply Chain Act, in particular, the Contractor shall

a) inform KfW about the nature, extent, severity and duration of the breach of duty that has occurred or is about to occur,

b) take its own actions to (i) avoid the impending breach or (ii) end the breach that has occurred or (iii) minimize the extent of the breach, and

c) inform KfW about taken and planned measures.

24.5. If the breach of duty pursuant to the aforementioned Section 24.4is of such nature that the Contractor will not be able to terminate it in the foreseeable future (Section 7 (2) of the German Supply Chain Act), the Contractor must additionally assist KfW without undue delay (unverzüglich) in drawing up a concept with a concrete time schedule for terminat- ing the breach of duty or for minimizing the extent of the breach of duty. KfW shall notify the Contractor of the schedule, if any, for implementing remedial measures set forth in such concept. KfW may, in particular, require the Contractor to independently prepare parts of this concept according to KfW's requirements and to undertake to implement the measures set out in the concept in accordance with the schedule set out therein. Further- more, the Contractor shall propose to KfW relevant stipulations in the concept and measures for the termination of the breach of duty and shall advise KfW with regard to

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the stipulations and measures. The Contractor is obliged to eliminate the breach of duty in a speedy and efficient manner.

24.6. If KfW has knowledge of indications which make a violation of a human rights-related or an environment-related duty of an indirect supplier appear to be possible (substantiated knowledge), the Contractor must immediately support KfW in fulfilling the duties incum- bent upon it pursuant to Section 9 (3) of the German Supply Chain Act, in particular

a) enshrine appropriate prevention measures with respect to the perpetrator (for ex- ample, implementation of control measures, assisting in the prevention and avoid- ance of a risk, or implementation of industry-specific or cross-industry initiatives to which the company is a party) and

b) create and implement a concept to prevent, stop or minimize the breach of duty.

25. No Press Releases, Advertising etc.

25.1. Press releases or other public announcements by the Contractor about the existence of this contract as well as about information about KfW or other KfW Group companies (Un- ternehmen des KfW-Konzerns) obtained in the course of the execution of the contract are prohibited, even if no other confidentiality obligation exists, unless the Contractor has agreed the content and circumstances of the intended announcement with KfW and KfW has given its prior consent in writing (at least in Textform). The Contractor has no right to this consent.

25.2. The above sub-Section shall apply accordingly to non-public announcements, in particu- lar the naming of KfW as a reference customer, any other use of KfW names/compa- nies/logos in advertising material and the naming of KfW employees as a reference for other (potential) customers of the Contractor.

25.3. KfW may revoke any consent given at any time without giving reasons. Insofar as the Contractor's announcements affected by the revocation have already been made and are still within its sphere of influence, the Contractor must revise them immediately (e.g. de- lete or change website or brochure texts/designs, recall and destroy printed material, revoke references).

25.4. In deviation from the above, KfW's consent in accordance with the provisions of this Sec- tion shall not be required if information is or becomes publicly known independently of a public or non-public announcement by the Contractor, provided that the announcement is made in accordance with the provisions of this contract. Any statutory notification obli- gations of the Contractor (e.g. in the context of business reporting) shall remain unaf- fected.

26. Assignment, pledging, offsetting and retention of Claims

26.1. The Contractor is prohibited from assigning (abtreten) or pledging (verpfänden) any claims or rights it may have against KfW under this contract, in whole or in part, without the prior written consent of KfW. Section 354a of the German Commercial Code (Han- delsgesetzbuch, HGB) shall remain unaffected.

26.2. The Contractor shall only be entitled to set-off (aufrechnen) if its counterclaim is either (a) undisputed by KfW or (b) has been legally established as final and absolute (rechtskräftig festgestellt).

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27. Waiver of Legal Rights

A waiver of claims or rights by KfW is only effective if it is declared in writing. The tempo- rary or long-term, express or tacit non-exercise of claims or rights of KfW does not con- stitute a waiver or a forfeiture (Verwirkung).

28. Liability Insurance

28.1. During the term of the contract and until expiry of the limitation period for any liability claims (Verjährung), the Contractor shall maintain standard liability insurance or compa- rable insurance with a minimum coverage of 1 Mio. € per insurance year, maximized at least twice.

28.2. All agreed insurance policies must be with an insurance company licensed within the European Union or a jurisdiction with a comparable level of protection. It is the Contrac- tor's responsibility to provide proof in accordance with Section 28.4 that the level of pro- tection is comparable.

28.3. In the case of bidding consortia, each member of the consortium shall provide evidence of public liability insurance to the extent specified in this Section and shall maintain such insurance during the entire term of the contract and until the expiry of the limitation period for all liability claims.

28.4. Within 14 calendar days of the conclusion of the contract and during the entire term of the contract, the Contractor shall, at the request of KfW, provide up-to-date proof of the existence of the relevant insurance cover and that the coverage levels are still available for the insurance year.

28.5. If an insured event occurs, the Contractor shall take all steps necessary and advisable to ensure prompt payment by the insurer.

29. Liability of the Parties

29.1. The Parties limit their respective liability to twice the net value of the respective individual order. If and insofar as the relevant statutory provisions provide for a higher minimum liability or if the total remuneration for the contract exceeds this amount, the respective higher amount shall apply. This limitation of liability does not apply to:

a) damages resulting from injury to life, body or health,

b) damages caused by intent or gross negligence,

c) in the case of a breach of obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the other party may regularly rely, and

d) claims based on mandatory statutory liability (in particular the German Act on Li- ability for Defective Products, Produkthaftungsgesetz) or strict liability (verschul- densunabhängige Haftung, in particular guarantees).

29.2. The provisions of this Section shall also apply to breaches of duty by vicarious agents (Erfüllungsgehilfen) of the respective Party.

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30. General Provisions for Contractual Penalties

30.1. Insofar as the contract provides for contractual penalties, the following general provisions shall apply to these.

30.2. Claims for compensation for damages in excess of contractual penalties remain unaf- fected.

30.3. A contractual penalty shall not be forfeited if the Contractor is not responsible for the act or breach of a duty to refrain for which it is imposed.

30.4. If the contractual provisions only provide for a maximum limit for the amount of the con- tractual penalty, KfW shall determine the amount of the contractual penalty in each indi- vidual case according to the severity and consequences of the breach at its own discre- tion (Section 315 of the German Civil Code, Bürgerliches Gesetzbuch – BGB) within the framework of the maximum limit. In the event of a dispute, the amount of the contractual penalty determined by KfW shall be reviewed for reasonableness by the competent court.

30.5. Contractual penalties may be claimed in addition to claims for performance.

30.6. In the case a final payment has been agreed on, the contractual penalty may be claimed until the final payment has been made; in all other cases, it can be claimed up to six months after the penalty has become payable. Therefore, KfW does not need to reserve the right to claim a contractual penalty when accepting the services.

30.7. Contractual penalties are due and payable immediately upon forfeiture.

30.8. The sum of all contractual penalties – irrespective of their reasons – is limited to 5% of the total remuneration. The relevant basis for the calculation of the ceiling of 5% is the total remuneration (as defined in the following subsection) that is current at the time the most recent contractual penalty has become payable.

30.9. The total remuneration is calculated as follows:

a) The total remuneration shall result either from (1) the expected total net price for the relevant contract, calculated on the basis of the order quantity(ies) estimated by KfW and the prices offered by the Contractor in respect thereof, or (2) the total net price stated in the Contractor's offer for the relevant contract, in each case based on the evaluation of the offer by KfW, including the overall term of the con- tract on which the evaluation is based.

b) If the total remuneration actually invoiced for the relevant contract exceeds this expected total remuneration, the total remuneration invoiced at the relevant point in time shall be deemed to be the total remuneration.

31. Language

The contract language and the language for all communications between the Parties is English or German, unless otherwise specified in the Terms of Reference of the Frame- work Agreement or in an individual contract.

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32. Formal Requirements for Amendments and Supplements

Amendments and supplements to the contract must be made in writing (at least in Text- form) with at least an advanced electronic signature in order to be effective. This also applies to a waiver of this formal requirement.

33. Supplementary Termination Rights and Consequences of Termination

33.1. Notwithstanding any other statutory rights, in particular the statutory right to terminate the contract for serious reasons, KfW shall also be entitled to terminate the contract without notice if

a) KfW can no longer reasonably be expected to continue working with the Contrac- tor due to serious breaches of contract by the Contractor, or

b) the Contractor repeatedly or seriously breaches contractual provisions, in partic- ular, if agreed, provisions relating to the provision of contractual services, the de- ployment of personnel (including reliability requirements for the Contractor or the persons deployed to provide contractual services), rights of use and freedom from third party rights, confidentiality, data protection, combating fraud and corruption, subcontractors or (banking) supervisory provisions, unless the Contractor is not responsible for the breach, or

c) institutions that are entitled by law or standards to supervise, monitor or audit KfW, including the Deutsche Bundesbank, the German Federal Ministry of Finance and the German Federal Financial Supervisory Authority (BaFin), the European Cen- tral Bank (ECB), as well as any other supervisory authorities and their agents (hereinafter referred to as “Supervisory Institutions”), demand the termination of this contract; or

d) the Contractor is awarded a framework agreement or a contract for the audit of the consolidated and annual financial statements of KfW or the annual financial statements of another KfW Group company (Unternehmen des KfW-Konzerns), or

e) KfW becomes aware of circumstances that would entitle it in an award procedure to exclude the Contractor from the award procedure pursuant to Sections 123 et seq. of the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen – GWB).

33.2. KfW may either declare the termination of the entire contract or a partial termination with regard to certain contractual services. If contractual services are interdependent, (i) the partial termination must also relate to the dependent contractual services or (ii) KfW must assert its right to amend the service with regard to the dependent contractual Services at the same time as the partial termination.

33.3. Any termination must be in writing (at least in Textform) to be effective.

33.4. Termination of the contract shall not affect other statutory or contractual rights or claims.

33.5. To the extent agreed and not contradicted by statutory or contractual provisions, the con- fidentiality obligations, the provisions on data protection, rights of use, freedom from third party rights, obligations to return, destruct and delete, and rights to information and in- spection set forth in this contract shall continue to apply after the termination of this con- tract for an unlimited period of time.

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34. Obligations to Return, Destruct or Delete

34.1. After expiry of the contractual retention periods (in particular in accordance with Section 16.4 or the terms of reference), the Contractor shall be obliged to return, destruct or de- lete the objects and information provided to it as well as the results of performance cre- ated by it (in particular documentation, data, intermediate statuses and copies) at KfW’s discretion and in accordance with the following paragraphs at any time at KfW's request.

34.2. The Contractor shall transmit everything it returns to KfW or a third party designated by KfW in a format accessible for further use and processing without separate remuneration. The Contractor shall, at KfW’s option, hand over data in the format specified by KfW on data carriers or by online transmission; if it does not return data, it shall state in writing (at least in Textform) which exceptions pursuant to Section 34.4 it is relying on.

34.3. The Contractor shall destruct or delete everything it destructs or deletes in accordance with KfW's specifications. At the request of KfW, the Contractor shall confirm each dele- tion/destruction and its scope in writing (at least in Textform); if it does not carry out a deletion/destruction, it shall state in writing (at least in Textform) which exceptions pursu- ant to Section 34.4 it is relying on.

34.4. Obligations to return, destruct or delete do not exist as long as and to the extent that statutory obligations (e.g. professional retention obligations) prevent the return, destruc- tion or deletion. Data stored in automated back-up systems is also exempt from the de- letion obligation.

34.5. The Contractor shall have no rights of retention (Zurückbehaltungsrechte).

34.6. For personal data, the provisions of the “Agreement on Data Processing pursuant to Ar- ticle 28 GDPR” (if agreed) shall apply with priority with regard to the return, destruction and deletion.

35. Support in Case of Termination

35.1. In the event of termination of this contract, the Contractor shall be obliged, irrespective of the reason for termination, to provide the support services described below at the request of KfW even after the end of the contract (“Support Services”). Statutory post-contrac- tual obligations shall remain unaffected.

35.2. As part of the Support Services, the Contractor shall be obliged to continue to provide all contractual services until their transition to KfW or a third party designated by KfW has been completed (“Continuation Services”). Furthermore, the Contractor shall be obliged to provide any additional services that are required as part of the transition (e.g. migration to a different IT system, the deployment of appropriately qualified persons, the provision of training and the transfer of knowledge related to the contractual services; “Additional Services”) as part of the Support Services and to submit a corresponding cost estimate in writing (at least in Textform) without undue delay (unverzüglich) and prior to provision of the Additional Services. The Contractor shall co-operate closely with KfW and any third parties designated by KfW and ensure that there are no disruptions on its part in the provision of the Support Services during the transition and that KfW or the third party designated by it is able to continue the contractual services independently and in full upon completion of the transition.

35.3. The Continuation Services to be provided by the Contractor as part of the Support Ser- vices shall be invoiced and remunerated in the usual way (i.e. in the same way as the previous contractual services). If Additional Services are to be provided as part of the

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Support Services and unless otherwise specified by KfW with reference to this provision, the Additional Services shall be invoiced on a time and material basis in accordance with the conditions applicable at the time of the end of the contract, provided that KfW has accepted the relevant cost estimate in writing (at least in Textform). The Contractor shall not be entitled to invoice Additional Services if KfW has terminated the contract for seri- ous reasons or without notice in accordance with the contract or the law (or was entitled to such termination but has declared a different termination), unless the Contractor is not responsible for KfW's termination.

36. Applicable Law

The law of the Federal Republic of Germany shall apply exclusively; the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. This applies to all claims arising from or in connection with this contract, including non-contractual claims.

37. Place of Jurisdiction

37.1. If the Contractor is a merchant (Kaufmann) within the meaning of the German Commer- cial Code (Handelsgesetzbuch – HGB), a legal entity under public law (juristische Person des öffentlichen Rechts) or a special fund under public law (öffentlich-rechtliches Sondervermögen), or if it has no general place of jurisdiction in the Federal Republic of Germany, Frankfurt am Main shall be the exclusive place of jurisdiction – including inter- nationally – for all disputes arising directly or indirectly from or in connection with the contract. The same shall apply if the Contractor is a trader (Unternehmer in accordance with Section 14 of the German Civil Code, Bürgerliches Gesetzbuch – BGB).

37.2. Notwithstanding the foregoing, KfW shall be entitled, at its discretion, to bring an action before the courts at the general (possibly foreign) place of jurisdiction of the Contractor or at the place of performance (Erfüllungsort) or before any other court with legal jurisdic- tion instead of the court specified in Clause 37.1 if this court is located in a member state of the EU or EFTA.

37.3. This shall not affect the right of KfW to serve a third-party notice (Recht der KfW zur Streitverkündung) on the Contractor and the effectiveness of this third-party notice (Streitverkündung) in cases in which third parties file a lawsuit against KfW in connection with the Contractor's services before other courts (including arbitration tribunals and other dispute resolution bodies) other than those specified in clauses 37.1 and 37.2, if the for- mer courts (or arbitration tribunals or other dispute resolution bodies) are located in EU or EFTA member states.

37.4. Any mandatory statutory provisions, in particular regarding exclusive places of jurisdic- tion, shall remain unaffected.

38. Severability

If any of the contractual provisions, whole or in part, do not become part of the contract, are or become invalid, ineffective or unenforceable, this shall not affect the validity of the remaining provisions. The Parties shall agree on effective or enforceable provisions that come as close as possible to the legal and economic content and purpose of the provi- sions in question. If the contractual provisions prove to be incomplete (e.g. due to omis- sion of points requiring regulation), the Parties shall agree on provisions to fill the gap

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that come as close as possible to the legal and economic content and purpose of the contract.

Attachment: German Supply Chain Act

1. Human Rights Risk (Section 2 (2) of the German Supply Chain Act)

The Contractor does not violate the following prohibitions:

1.1. the prohibition of the employment of a child under the age at which compulsory schooling ends according to the law of the place of employment, whereby the age of employment may not be less than 15 years; this shall not apply if the law of the place of employment deviates therefrom in accordance with Article 2 (4), and Articles 4 to 8 of Convention No. 138 of the International Labour Organization of June 26, 1973, concerning the Minimum Age for Admission to Employment (BGBl. 1976 II pp. 201, 202);

1.2. the prohibition of the worst forms of child labour for children under the age of 18; this includes, in accordance with Article 3 of International Labour Organization Convention No. 182 of June 17, 1999, concerning the prohibition and immediate action for the elimi- nation of the Worst Forms of Child Labour (BGBl. 2001 II pp. 1290, 1291):

1.2.1. all forms of slavery or practices similar to slavery, such as the sale and trafficking of children, debt bondage and servitude, and forced or compulsory labour, in- cluding the forced or compulsory recruitment of children for use in armed conflict,

1.2.2. the involvement, procuring or offering of a child for prostitution, the production of pornography or pornographic performances,

1.2.3. the use, procuring or offering of a child for illicit activities, in particular for the production or trafficking of drugs,

1.2.4. work which, by its nature or because of the circumstances in which it is per- formed, is likely to be harmful to the health, safety or morals of children;

1.3. the prohibition of the employment of persons in forced labour; this includes any labour or service which is required of a person under the threat of punishment and for which he has not voluntarily made himself available, for example as a result of debt bondage or human trafficking; excluded from forced labour are labour or services which are in con- formity with Article 2 (2) of Convention No. 29 of the International Labour Organization of June 28, 1930, concerning Forced Labour (BGBl. 1956 II pp. 640, 641) or Article 8 lit. (b) and (c) of the International Covenant of December 19, 1966, on Civil and Political Rights (BGBl. 1973 II pp. 1533, 1534;

1.4. the prohibition of all forms of slavery, slave-like practices, servitude, or other forms of domination or oppression in the workplace environment, such as extreme economic or sexual exploitation and humiliation;

1.5. the prohibition of disregarding the occupational health and safety obligations applicable under the law of the place of employment, if this creates the risk of accidents at work or work-related health hazards, in particular due to: Seite 23 von 27

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1.5.1. obviously insufficient safety standards in the provision and maintenance of the workplace, workstation and work equipment,

1.5.2. the absence of appropriate protective measures to avoid exposure to chemical, physical or biological agents,

1.5.3. the absence of measures to prevent excessive physical and mental fatigue, in particular through inappropriate work organization in terms of working hours and rest breaks, or

1.5.4. the insufficient training and instruction of employees;

1.6. the prohibition of disregarding the freedom of association, according to which

1.6.1. employees are free to form or join trade unions,

1.6.2. the formation, joining and membership of a trade union may not be used as a reason for unjustified discrimination or retaliation,

1.6.3. trade unions may operate freely and in accordance with the law of the place of employment; this includes the right to strike and the right to collective bargaining;

1.7. the prohibition of unequal treatment in employment, for example on the basis of national and ethnic origin, social origin, health status, disability, sexual orientation, age, gender, political opinion, religion or belief, unless this is justified by the requirements of the em- ployment; unequal treatment includes, in particular, the payment of unequal remuneration for work of equal value;

1.8. the prohibition of withholding a reasonable wage; the reasonable wage shall be at least the minimum wage established by the applicable law and shall otherwise be determined by the law of the place of employment;

1.9. the prohibition of causing harmful soil contamination, water pollution, air pollution, harmful noise emission or excessive water consumption, that

1.9.1. significantly impairs the natural basis for the preservation and production of food,

1.9.2. denies a person access to safe drinking water,

1.9.3. impedes or destroys a person's access to sanitary facilities, or

1.9.4. harms the health of a person;

1.10. the prohibition of unlawful eviction and the prohibition of unlawful deprivation of land, forests and waters in the acquisition, construction or other use of land, forests and waters, the use of which secures the livelihood of a person;

1.11. the prohibition of hiring or using private or public security forces for the protection of the business project, if due to lack of instruction or control on the part of the company in the use of the security forces

1.11.1. the prohibition of torture and cruel, inhuman or degrading treatment is disre- garded,

1.11.2. life or limb is injured or

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1.12. the prohibition of an act or omission in breach of duty going beyond Section 1.1 to 1.11, which is directly capable of impairing a protected legal position in a particularly serious manner and the unlawfulness of which is obvious upon a reasonable assessment of all the circumstances in question.

Protected legal positions within the meaning of this Section 1.12 are those arising from the conventions for the protection of human rights listed below:

i. Convention No. 29 of the International Labour Organization of June 28, 1930, concern- ing Forced Labour (BGBl. 1956 II pp. 640, 641) (ILO Convention No. 29),

ii. Protocol of June 11, 2014 to International Labour Organization Convention No. 29 of June 28, 1930, concerning Forced Labour (BGBl. 2019 II pp. 437, 438),

iii. Convention No. 87 of the International Labour Organization of July 9, 1948 concerning Freedom of Association and Protection of the Right to Organise (BGBl. 1956 II pp. 2072, 2071) as amended by the Convention of June 26, 1961 (BGBl. 1963 II pp. 1135, 1136) (ILO Convention No. 87),

iv. International Labour Organization Convention No. 98 of July 1, 1949, concerning the Right to Organise and Collective Bargaining (BGBl. 1955 II pp. 1122, 1123), as amended by the Convention of June 26, 1961 (BGBl. 1963 II pp. 1135, 1136) (ILO Convention No. 98),

v. International Labour Organization Convention No. 100 of June 29, 1951, concerning Equal Remuneration (BGBl. 1956 II pp. 23, 24) (ILO Convention No. 100),

vi. International Labour Organization Convention No. 105 of June 25, 1957, concerning the Abolition of Forced Labour (BGBl. 1959 II pp. 441, 442) (ILO Convention No. 105),

vii. International Labour Organization Convention No. 111 of June 25, 1958, concerning Discrimination in Respect of Employment and Occupation (BGBl. 1961 II pp. 97, 98) (ILO Convention No. 111),

viii. International Labour Organization Convention No. 138 of June 26, 1973, concerning Minimum Age (BGBl. 1976 II pp. 201, 202) (ILO Convention No. 138),

ix. International Labour Organization Convention No. 182 of June 17, 1999, concerning the Worst Forms of Child Labour (BGBl. 2001 II pp. 1290, 1291) (ILO Convention No. 182),

x. International Covenant of December 19, 1966, on Civil and Political Rights, (BGBl. 1973 II pp. 1533, 1534); and

xi. International Covenant of December 19, 1966, on Economic, Social and Cultural Rights, (BGBl. 1973 II pp. 1569, 1570).

2. Environment Risk (Section 2 (3) of the German Supply Chain Act)

Contractor does also not violate the following prohibitions:

2.1. the prohibition of the manufacture of mercury-added products in accordance with Article 4 (1) and Annex A, Part I, of the Minamata Convention on Mercury of October 10, 2013 (BGBl. 2017 II pp. 610, 611) (Minamata Convention);

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2.2. the prohibition of the use of mercury and mercury compounds in manufacturing pro- cesses as defined in Article 5 (2) and Annex B, Part I of the Minamata Convention from the phase-out date specified for the respective products and processes in the Conven- tion;

2.3. the prohibition of the treatment of mercury waste contrary to the provisions of Article 11 (3) of the Minamata Convention;

2.4. the ban on the production and use of chemicals pursuant to Article 3 (1) lit. (a) and Annex A of the Stockholm Convention of 23 May 2001 on Persistent Organic Pollutants (BGBl. 2002 II pp. 803, 804) (POPs Convention), as last amended by the decision of 6 May 2005 (BGBl. 2009 II pp. 1060, 1061), as amended by Regulation (EU) 2019/1021 of the Euro- pean Parliament and of the Council of 20 June 2019 on persistent organic pollutants (OJ L 169, 26.05.2019, p. 45), as last amended by Commission Delegated Regulation (EU) 2021/277 of 16 December 2020 (OJ L 62, 23.2.2021, p. 1;

2.5. the prohibition of non-environmentally sound handling, collection, storage and disposal of waste in accordance with the regulations in force in the applicable jurisdiction under the terms of Article 6 (1) lit. (d) no. (i) and (ii) of the POPs Convention;

2.6. the prohibition of exports of hazardous waste as defined in Article 1 (1) and other waste as defined in Article 1 (2) of the Basel Convention on the Control of Transboundary Move- ments of Hazardous Wastes and their Disposal of 22 March 1989 (BGBl. 1994 II pp. 2703, 2704) (Basel Convention), as last amended by the Third Ordinance Amending An- nexes to the Basel Convention of 22. March 1989 of May 6, 2014 (BGBl. II pp. 306, 307), and as defined in Regulation (EC) No. 1013/2006 of the European Parliament and of the Council of 14 June 2006 on shipments of waste (OJ L 190, 12.7.2006, p. 1) (Regulation (EC) No. 1013/2006), as last amended by Commission Delegated Regulation (EU) 2020/2174 of 19 October 2020 (OJ L 433, 22.12.2020, p. 11

2.6.1. to a party that has prohibited the import of such hazardous and other wastes (Article 4 (1) lit. (b) of the Basel Convention),

2.6.2. to a country of import as defined in Article 2 (11) of the Basel Convention which has not given its written consent to the particular import, if that country of import has not prohibited the import of that hazardous waste (Article 4 (1) lit. (c) of the Basel Convention),

2.6.3. to a non-party to the Basel Convention (Article 4 (5) of the Basel Convention),

2.6.4. to an importing country if such hazardous waste or other waste is not managed in an environmentally sound manner in that country or elsewhere (Article 4 (8) sentence 1 of the Basel Convention);

2.7. the prohibition of exports of hazardous waste from countries listed in Annex VII to the Basel Convention to countries not listed in Annex VII (Article 4A of the Basel Convention, Article 36 of Regulation (EC) No 1013/2006), and

2.8. the prohibition of the import of hazardous wastes and other wastes from a non-Party to the Basel Convention (Article 4 (5) of the Basel Convention).

3. Prevention Measures

The Parties have agreed on the following prevention measures in accordance with the provisions of the German Supply Chain Act:

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3.1. KfW may demand from the Contractor that KfW may train the Contractor in order to en- force its assurances entered into in Section 24.1 sentences 2 and 3 of this contract (Sec- tion 6 (4) no. 3 of the German Supply Chain Act). KfW and the Contractor shall agree on the group of training participants in due time before the training.

3.2. KfW shall be entitled to verify compliance with the human rights-related and environmen- tal expectations required in the Policy Statement and their adequate addressing along the supply chain (Section 6 (4) no. 4 of the German Supply Chain Act; Section 24.1 of the General Contractual Conditions of this contract). The Contractor must tolerate this review and support it in an appropriate manner. Upon KfW's request, the Contractor must in particular

3.2.1. provide the necessary information and documents,

3.2.2. tolerate access to and inspection of its business premises, business offices and commercial buildings and

3.2.3. permit the inspection and examination of business documents and records.

3.3. Access, inspection and examination must take place during normal business or operating hours. KfW may use the services of a third party to exercise its rights under this Section. The Contractor is entitled to take appropriate measures for the protection of its business and trade secrets and for the protection of confidentiality with regard to information of further clients.

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Framework Agreement for

Environmental and Social Consulting Services for E&S Experts

KfW 2026 - 0023

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between

KfW, Palmengartenstraße 5-9, 60325 Frankfurt am Main hereinafter referred to as „KfW“ or „Principal“ or “Contracting Authority”

and

the person, entity or consortium named in the award notice of KfW

hereinafter referred to as “Panel Firm“ or “Contractor” and

collectively referred to as “Parties“

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Framework Agreement

Table of Contents

1. Subject Matter and general provisions ....................................................................................... 4

2. Scope of Application ..................................................................................................................... 4

3. Contract Documents ..................................................................................................................... 4

4. Terms of an individual contract ................................................................................................... 5

5. Conclusion of an individual contract .......................................................................................... 5

6. Direct award of individual contracts............................................................................................ 7

7. Award of individual contracts with rotation procedure for standard tasks ............................ 8

8. Award of individual contracts with competitive procedure for non-standard tasks .............. 8

9. KfW’s Right to Amend the Framework Agreement .................................................................... 8

10. Term and Termination of the Framework Agreement ............................................................ 9

11. Term and Termination of the individual contracts ............................................................... 10

12. Remuneration ........................................................................................................................... 10

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1. Subject Matter and general provisions

1.1. This Framework Agreement sets out the procedure for the awarding of an individual con- tract (Einzelauftrag) and the main terms governing those individual contracts to cover KfW's anticipated demand for these Services. Part B of the General Contractual Condi- tions shall apply as of the effective date of this Framework Agreement.

1.2. The Services are described in detail in the Terms of Reference incorporated in this Framework Agreement and if applicable in the specific terms of reference relating to the respective individual contract.

1.3. This Framework Agreement does not entitle the Panel Firm to any individual contracts or to exclusivity. The Panel Firm will be entitled to remuneration only if it is awarded an individual contract.

2. Scope of Application

This Framework Agreement applies to individual contracts awarded by KfW to the Panel Firm under this Framework Agreement.

3. Contract Documents

3.1. The following documents are integral parts of this Framework Agreement, including their annexes, and shall apply in the order listed to all Services:

a) the provisions of this Framework Agreement

b) the provisions of the “Special Contractual Conditions for Persons carrying out the Services”,

c) the provisions of the “General Contractual Conditions”,

d) the provisions of the “Special Contractual Conditions for Information Security“ (in German, English translation for purpose of convenience only),

e) in the event of the conclusion of an individual contract: the description of services and other documents which KfW has made the basis of an individual contract, but exclusive of any quantity assumptions,

f) KfW’s specifications for the Services set out in the “Terms of Reference” (the “Terms of Reference”),

g) the prices and conditions of remuneration according to the final offer of the Panel Firm in the tender procedure leading to the conclusion of this Framework Agree- ment, including remuneration regulations, but excluding any quantity assumptions for the evaluation of the offer,

h) in the event of the conclusion of an individual contract: the offer of the Panel Firm in relation to that individual contract,

i) the final offer of the Panel Firm for the framework agreement in all other aspects (the „Offer“),

j) Part B of the German Public Procurement and Contract Regulations for Services (VOL/B) in the version published on August 5, 2003 (BAnz. No. 178 a). Seite 4 von 10

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3.2. The integral parts of the Framework Agreement shall apply in the aforementioned order. In the event of a conflict between any of the aforementioned integral parts, the provisions of any integral part listed higher than another integral part of Section 3.1 above shall prevail. In the event of a conflict between the provisions of an integral part and its an- nexes, the provisions of the integral parts shall prevail, unless a specifically designated provision of the integral parts is expressly declared inapplicable in the relevant annex. The previous sentence shall apply accordingly to annexes to an annex. Provisions in the Offer and in other parts of the Framework Agreement provided by the Panel Firm shall be binding on KfW even without contradiction to overriding integral parts only to the extent that they contain provisions which KfW had requested in the Invitation to Tender. Gaps within a part of the contract shall be filled by the following integral parts, unless the Offer contains provisions which are not binding on KfW in accordance with the preceding sen- tence. Mandatory statutory provisions that cannot be deviated from by contract remain unaffected and shall prevail.

3.3. The Panel Firm’s standard terms and conditions (if any) will not apply to this Framework Agreement. Neither the unconditional acceptance of an offer for an individual contract nor the unconditional acceptance of Services nor the unconditional payment of invoices of the Panel Firm shall be deemed as acceptance of the general terms and conditions of the Panel Firm.

4. Terms of an individual contract

4.1. Individual contracts awarded under this Framework Agreement will be governed by the provisions of this Framework Agreement consisting of the integral parts in the order listed in Section 3 above, which set out the rights and obligations of the Parties.

4.2. The respective type of contract of an individual contract follows the specifications set out in the Terms of Reference.

5. Conclusion of an individual contract

5.1. Individual contracts under this Framework Agreement may be awarded to a Panel Firm in writing (Textform in accordance with Section 126b of the German Civil Code, Bürgerli- ches Gesetzbuch – BGB (e.g. via letter or e-mail), hereinafter Textform) either directly in certain exceptional cases (Section 6) or following a rotational procedure (Rotationsver- fahren) for standard tasks (Section 7) or a competitive process (Miniwettbewerb) for non- standard tasks (Section 8). The distinction between standard and non-standard tasks is specified in the Terms of Reference.

5.2. An individual contract may be awarded directly, if

5.2.1. serious reasons of confidentiality so require,

5.2.2. it becomes apparent (e.g. from a consultation of the Panel Firms) that for capac- ity reasons or due to conflicts of interest only one Panel Firm may perform the respective individual contract, or

5.2.3. only one Panel Firm may reasonably be considered from a technical or economic point of view because:

a) with regard to the individual contract, only one Panel Firm has the required exper- tise or capability (unique selling point / Alleinstellungsmerkmal),

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b) during the term of an individual contract it becomes apparent that additional ser- vices related to the original individual contract in terms of subject matter and term are to be provided and the originally awarded Panel Firm provided the services under the individual contract duly (order extension / Auftragserweiterung), or

c) the individual contract essentially concerns a service which a Panel Firm has al- ready provided to the satisfaction of a KfW Group company (Unternehmen des KfW-Konzerns) recently, or the individual contract is based on a matter which is comparable to a matter which a Panel Firm has recently examined to the satisfac- tion of a KfW Group company (Unternehmen des KfW-Konzerns) (repetition of similar services / Wiederholung gleichartiger Leistungen).

5.3. KfW may withdraw any Request for Proposal and discontinue the process to award an individual contract at any time without good cause.

5.4. Any individual contract shall be concluded and any obligation to perform services shall become effective if awarded directly or in a rotation procedure - irrespective of whether an offer has been requested - upon receipt of KfW's order (the “Order”, Bestellung) by the Panel Firm and if the individual contract is awarded in a competitive procedure (Mini- wettbewerb) upon receipt of KfW's award notice by the Panel Firm.

5.5. The Order normally includes the following information:

a) Panel Firm with address,

b) Contracting Authority with address naming a contact person with telephone num- ber and e-mail address,

c) if applicable, the beneficiary of the Services,

d) order number,

e) date of order,

f) reference to the Framework Agreement,

g) if applicable, reference to the offer of the Panel Firm with respect to the individual contract,

h) description of the specific Services to be carried out under the individual contract,

i) price for each service or price position with and without value added tax,

j) lump sum price with and without value added tax,

k) contact person in the relevant division, including delivery address,

l) billing address,

m) term, deadlines and due dates for delivery and

n) if applicable acceptance criteria.

5.6. The Panel Firm has to acknowledge receipt of the Order stating the date of receipt without undue delay (unverzüglich) and at the latest three days after receipt by e-mail or facsimile addressed to the contact person of KfW’s relevant division named in the Order in accord- ance with Section 5.5 k) above. Seite 6 von 10

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6. Direct award of individual contracts

6.1. If KfW awards an individual contract directly in accordance with the provisions of Sec- tion 5.2 above, it will request a proposal for the requested Services (the „Request for Proposal“, Angebotsaufforderung) from the Panel Firm which solely fulfils the require- ments of those provisions. If KfW requires Services for which all conditions - in particular the specifications of the Services and the corresponding remuneration - have already been conclusively defined in the Framework Agreement, the individual contract may be awarded in form of a written Order (Textform) without a Request for Proposal.

6.2. The Request for Proposal will be issued in writing (Textform). KfW will specify the require- ments for the offer for the individual contract (in particular the content, form and dead- lines) in the Request for Proposal and provide it to the respective Panel Firm together with a detailed description of the requested services. These documents normally include information as set out in Section 5.5 a), b), c), f), h) and k) to n) of this Framework Agree- ment.

6.3. The offer for the individual contract will be submitted based on this Framework Agreement and the specification of the requested services in the Request for Proposal. The offer must include all the information, declarations and prices requested in the Request for Proposal. Failure to comply with the requirements of the Request for Proposal may lead to the exclusion of the offer.

6.4. The Panel Firm shall - where necessary - inform persons dedicated to perform the ser- vices about the transmission of their personal data as part of the offer, in the case of subcontractors in any case in writing (Textform).

6.5. If KfW awards an individual contract directly, the prices agreed in the price sheet in the tender procedure leading to the conclusion of this Framework Agreement (excluding VAT) shall apply. In deviation from the previous sentence, in the cases specified in Sec- tion 5.2.3(b) and Section 5.2.3(c), the terms and conditions of the individual order pre- ceding the assignment shall apply. This shall not affect the possibility of offering a fixed fee, one or more partial fixed fees or a remuneration cap for a specific individual contract in accordance with Section 12.

6.6. The Panel Firm must without undue delay (unverzüglich) assess and inform KfW whether it is willing and in a position to assume the proposed individual contract and submit an offer. The Panel Firm is obliged to either submit an offer within the time limit set by KfW or promptly declare not to submit an offer.

6.7. KfW reserves the right to request a meeting or video or phone conference call to negotiate the offer. Moreover, KfW reserves the right to request a meeting or video or phone con- ference call to verify the quality of the offer, in particular the quality of the offered Services and – if applicable – the qualifications of the persons dedicated to perform the Services. Unless otherwise specified by KfW with reference to this provision and insofar as the professional qualifications of the persons dedicated to perform the Services are decisive for the performance of the Services, the meeting will be attended by the persons who will, for the most part, be providing the Services.

6.8. KfW reserves the right to specify, supplement or amend the Request for Proposal and the specification of Services for the individual contract - if necessary - at any time before the individual contract is awarded. It also reserves the right to request the Panel Firm to submit a second binding offer following the negotiations, if any.

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7. Award of individual contracts with rotation procedure for standard tasks

7.1. If an individual contract for standard tasks is to be awarded through a rotation proce- dure, KfW will invite a Panel Firm in writing (Textform) to submit a binding offer for the individual contract within a deadline set by KfW. These requests are sent out on a rota- tional basis, taking turns between all Panel Firms. This means that for the first individual contract, the highest-ranked Panel Firm is contacted first; for the second contract, the second-ranked Panel Firm; for the third, the third-ranked Panel Firm; and then for the fourth, the first-ranked Panel Firm again, and so on. If the Panel Firm addressed first does not submit a binding offer by the deadline, KfW will request the next Panel Firm in the rotation order to submit a binding offer. Whether a Panel Firm submits a binding offer or not does not change the rotation order for the next individual contracts. The provisions of the Sections 6.2 to 6.4 and 6.6 to 6.8 also apply mutatis mutandis to a rotational proce- dure.

7.2. An offer by the Panel Firm for the conclusion of an individual contract may not provide for higher prices than those agreed in this Framework Agreement. Failure to comply with this requirement shall lead to the exclusion of the offer from the rotation procedure. In that case KfW will request the next Panel Firm in the rotation order to submit a binding offer as specified in Section 7.1.

8. Award of individual contracts with competitive procedure for non-standard tasks

8.1. If an individual contract for non-standard tasks is to be awarded with a competitive pro- cedure, KfW will request all Panel Firms in writing (Textform) to submit a binding offer for the individual contract. The provisions of the Sections 6.2 to 6.4 and 6.6 to 6.8 also apply mutatis mutandis to a competitive procedure.

8.2. The main criteria for the selection of the Panel Firm to be awarded the individual contract will be the amount of the expected remuneration (60% to 100%), the quality of the ser- vices offered (0% to 40%) and the expertise and qualifications of the persons dedicated to perform the services (0% to 40%) .The specific weighting of the award criteria will be determined individually in advance in each competitive procedure, supplemented by an evaluation matrix if necessary, and provided to the Panel Firms with the Request for Pro- posal.

8.3. An offer by the Panel Firm for the conclusion of an individual contract may not provide for higher prices in a competitive procedure than those agreed in this Framework Agreement. Failure to comply with this requirement shall lead to the exclusion of the offer from the competitive procedure.

8.4. KfW will award the individual contract to the Panel Firm that has submitted the offer with the best price-quality ratio for the proposed individual contract in accordance with the award criteria and their weighting applicable to the respective competitive procedure set and communicated in accordance with the provisions of Section 8.2 in advance.

9. KfW’s Right to Amend the Framework Agreement

9.1. KfW shall be entitled to demand amendments to the provisions of this Framework Agree- ment with all Panel Firms in each case in the same way in accordance with the provisions of Section 7 of the General Contractual Conditions.

9.2. In particular, KfW is entitled to increase the estimated total value of this Framework Agreement as published in the EU contract notice to a maximum of double the original

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estimated contract volume, if necessary and to an extent reasonably acceptable to and within the capacity of the Panel Firms,

a) for the due completion of the Services covered by this Framework Agreement within its scope and term, or

b) due to a change in the statutory or regulatory requirements relevant to the provi- sion of the Services, including determinations, instructions or orders by KfW’s su- pervisors, that result in a change in KfW’s requirements, or

c) due to fundamental operational decisions of KfW on the use of agile methods (e.g. Scrum) that result in changes in the scope of the Services and this results in a change in KfW's requirements, or

d) due to a change in the protection requirements (Schutzbedarf) of the data pro- cessed by or the activities performed by the Panel Firms as determined by KfW.

9.3. KfW shall further be entitled to modify the estimated total value of an individual contract, if necessary for the due completion of the Services awarded under that individual contract and to an extent reasonably acceptable to and within the capacity of the Panel Firms. The Panel Firm is obliged to report KfW without undue delay (unverzüglich) if it becomes apparent that it will exhaust the estimated total value of the individual contract without completion of the awarded services. The Panel Firm shall only be entitled to invoice KfW for services in excess of the estimated total value of the individual contract if KfW has ordered the further provision of services as part of an amendment to the individual con- tract.

10. Term and Termination of the Framework Agreement

10.1. This Framework Agreement will come into effect upon receipt of the award notice by the Panel Firm, but earliest on 1. January 2027 and will have a fixed term of four years.

10.2. The Panel Firm may not terminate this Framework Agreement other than for good cause.

10.3. KfW may at any time terminate this Framework Agreement without giving reasons by giving one month's notice to the end of the month.

10.4. Notwithstanding the right to terminate for good cause, KfW may at any time terminate this Framework Agreement and the individual contracts awarded under it with immediate ef- fect, if

a) KfW has a corresponding right of termination in accordance with the General Con- tractual Conditions, or

b) KfW has terminated an individual contract prematurely for good cause, or

c) due to a termination of the Framework Agreement vis-à-vis one or more of the Panel Firms only one Panel Firm remains within the scope of this Framework Agreement.

10.5. Instead of terminating the Framework Agreement KfW may exclude the Panel Firm from the award of individual contracts for a reasonable period of time.

10.6. If KfW terminates the Framework Agreement, individual contracts already awarded to the Panel Firm at the time of receipt of the notice of termination shall not be affected by the

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termination of the Framework Agreement, unless the notice of termination expressly in- cludes individual contracts.

10.7. In all other respects, the provisions of Section 33 of the General Contractual Conditions shall apply mutatis mutandis to the Framework Agreement.

11. Term and Termination of the individual contracts

11.1. Effectiveness and term of the individual contracts are governed by the provisions of the individual contracts.

11.2. KfW may at any time terminate an individual contract without giving reasons by giving two weeks’ notice. The Panel Firm may not terminate an individual contract other than for good cause.

11.3. The right of the Parties to terminate the individual orders in accordance with the statutory provisions, in particular, for good cause, shall remain unaffected.

11.4. If the Services performed under a certain individual contract are dependent to a signifi- cant extent on the Services awarded in another individual contract to the Panel Firm or vice versa, the termination of one of the dependent individual contracts shall also entitle to the termination of the respective other individual contract. If only an insignificant part of the awarded Services is dependent in the manner described in the foregoing sentence, the right of termination with regard to the other individual contract is limited to the de- pendent parts of the Services.

11.5. In all other respects, the provisions of Section 33 of the General Contractual Conditions shall apply mutatis mutandis to individual contracts.

12. Remuneration

Binding (partial) remuneration caps, (partial) fixed fees or other mechanisms to minimise costs may be determined in the individual contract. (Partial) Fixed fees or (partial) remu- neration caps may not result in higher remuneration than according to the prices (exclud- ing VAT) stipulated in the Offer submitted by the Panel Firm to conclude this Framework Agreement.

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Special Contractual Conditions for Persons carrying out the Services

Table of contents

1. Places and Times for the Provision of the Services .................................................................. 2

2. Further requirements regarding the deployment of personnel ................................................ 2

3. Checks of Personnel (Background check); Training requirements ......................................... 4

4. Access to KfW; access to KfW’s technical systems and data ................................................. 6

5. Replacement/exclusion of persons ............................................................................................. 6

6. Natural and Comparable Persons as Subcontractors ............................................................... 7

7. Deployment of Active or Former Employees of KfW ................................................................. 7

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1. Places and Times for the Provision of the Services

1.1. The Contractor is free to decide where and when to provide the contractual services as long as it complies with all contractual terms and conditions (including those relating to confidentiality) and the scope of the services (in particular as set out in the Terms of Reference, including those relating to individual orders under any framework agreement) or compelling circumstances do not require the services to be performed at a specific location and/or at a specific time.

1.2. The Contractor shall not perform the contractual services on KfW’s property or premises, unless such services must be performed there in accordance with the terms of the con- tract (in particular the Terms of Reference) or can only be performed there.

1.3. Where the Contractor performs contractual services on property or in premises belonging to KfW, this must be done

a) in accordance with KfW’s organisational guidelines and

b) between 7 am and 8 pm, Monday to Friday (excluding public holidays in the rele- vant location).

1.4. KfW may require the provision of contractual services outside this period if and to the extent that this

a) is specifically agreed in the Terms of Reference or

b) is specifically agreed in relation to remuneration, or

c) in the event of an (imminent) performance failure, where such action is necessary for subsequent performance (or to prevent such failure).

1.5. Section 4, as well as any statutory and other contractual rights of KfW to provide instruc- tions, remain unaffected. Under no circumstances (a) does KfW have or claim rights to provide instructions under employment law; (b) is the Contractor obliged to provide, or does KfW request, the supply of workers within the meaning of the German Temporary Employment Act (Arbeitnehmerüberlassungsgesetz – AÜG).

2. Further requirements regarding the deployment of personnel

2.1. The Contractor

a) must deploy the number of staff required to perform the services in accordance with the contract;

b) must deploy the specific persons agreed in the contract (in particular those named by name, e.g. on the basis of the Contractor’s tender);

c) may only deploy persons with the aptitudes required for the performance of the services in accordance with the contract (in particular qualifications, seniority, training levels, role or job titles and degrees of reliability; collectively “aptitudes”);

d) must provide documentary evidence of compliance with the requirements set out in c) above at KfW’s request (to the extent legally permissible, in particular under data protection law);

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e) must assign personnel in such a way that (aa) any time/project/assignment sched- ules are complied with; (bb) that the assignment is as efficient as possible for KfW, taking into account (1) the nature and content of the specific tasks to be per- formed, (2) the number of staff, (3) the staff’s qualifications, and (4) the applicable hourly or daily rates of remuneration; and

f) must make appropriate and reasonable arrangements to cover for the absence of staff assigned to provide the service, and for short-term changes or increases in the number and composition of staff required.

Aside from this, the requirements set out in other contractual terms and conditions remain unaffected.

2.2. If the Contractor violates Section 2.1 e) (bb) (efficiency requirement), KfW shall, in the case of remuneration based on hourly or daily rates, be obliged to pay only the remuner- ation that would have been payable had the said section been complied with. Any addi- tional statutory and contractual rights remain unaffected.

2.3. Where KfW is entitled, in accordance with the contractual provisions (in particular the Terms of Reference) to require certain qualifications from the personnel deployed by the Contractor (in particular where hourly or daily rates apply to personnel with specific qual- ifications) and makes such a request, the Contractor must immediately

a) assess the request on the basis of the criteria set out in Section 2.1 e),

b) inform KfW of the outcome of its assessment (in particular any concerns), where- upon KfW may amend its request if necessary, and

c) deploy persons with (at least) the required qualifications.

No additional remuneration is payable for exceeding the qualifications required under this provision.

2.4. KfW may, where there is a legitimate interest (in particular in the event of imminent or actual failure to perform, e.g. failure to meet time or project schedules), require the Con- tractor to submit a detailed staff deployment plan covering the entire or part of the re- maining contract period, which the Contractor shall continuously refine and update. The staff deployment plan does not limit the Contractor’s obligations.

2.5. Key Employees:

2.5.1. The parties can agree, either from the beginning (e.g. on the basis of the Con- tractor’s offer) or at a later date in separate agreements to be concluded in writ- ing (Textform in accordance with Section 126b of the German Civil Code, Bür- gerliches Gesetzbuch – BGB (e.g. via letter or e-mail), hereinafter “Textform”), on the deployment of specific persons for specific tasks and/or periods, ex- pressly designating these persons as “key employees” (“Key Employees”).

2.5.2. If and to the extent that the Contractor (aa) fails to deploy a key employee in breach of the agreement, or fails to do so in timely manner, or fails to deploy them for the entire agreed period and, furthermore, (bb) fails to provide a re- placement in accordance with Section 5.1 below (each constituting a “Non-De- ployment”), the Contractor shall owe, for each Non-Deployment amounting to one (1) full working day (i.e. eight (8) working hours) as a contractual penalty, amounting to twice (2x) the daily rate (excluding VAT) that would otherwise be payable for the deployment of the key personnel in question, or the proportionate

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amount (excluding VAT) for each non-deployment amounting to less than one (1) full working day. In addition, the general provisions for contractual penalties in clause 30 of the General Terms and Conditions shall apply. The Contractor must clearly state and charge the amounts owed in accordance therewith in its forthcoming regular invoice.

2.5.3. Section 2.3 does not apply to key employees and agreements relating to them.

3. Checks of Personnel (Background check); Training requirements

3.1. The Contractor shall, at its own expense and in compliance with the relevant laws, ensure that all natural persons deployed to provide the services are checked in accordance with the requirements of this Section 3 („Background Check“). The Background Check (in- cluding its requirements specified in Section 3.4) must always be carried out before the respective person begins working at or for KfW, subject to the following sentence. In in- dividual cases, the person may be deployed in consultation with and with the explicit consent of KfW before the background check has been completed; in such cases, the background check must be completed within three (3) weeks of the start of deployment at the latest.

3.2. It counts as a background check if the Contractor subjected the person already (inde- pendently of this contract) to a check equivalent to the requirements of this section when establishing the employment relationship. If this did not happen, the Background Check must be carried out retrospectively.

3.3. The check consists of the following measures (without affecting the other requirements in Section 3.4):

a) Verification of the person’s identity using their passport or identity card;

b) Verification of meeting all legal requirements for the Contractor's use of the person (in particular, if applicable, the existence of a work permit);

c) Verification of the completeness and authenticity of the documents submitted by the persons to substantiate their academic, professional qualifications and/or other professional qualifications, as well as their educational and professional background (in particular, certificates and other documents from educational in- stitutions; employment references; any other documents proving professional qualifications or experience (e.g., project experience)); and

d) Verification of the reliability of the person in relation to the duties the Contractor intends to assign to them, in accordance with the standard regulations or practices applicable at the Contractor’s premises (which may include, for example, obtain- ing a police clearance certificate for the person). These regulations and practices must not fall short of industry standards.

If, for a valid reason, the required documents cannot be provided, the relevant information may be demonstrated by submitting other documents deemed suitable by KfW.

3.4. The Contractor shall not deploy any person to perform services under this contract

a) whom it is not permitted to deploy for legal reasons (in particular due to a lack of work permit, if applicable);

b) for whom a complete background check is not possible;

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c) for whom the background check reveals false information provided by the person; or

d) for whom the background check, based on objective criteria, justifies doubts about their professional or other suitability (in particular their reliability) for the activities that the Contractor intends for the person.

If the person is deployed in a manner that is inadmissible under these provisions—re- gardless of whether this inadmissibility was already known before the deployment or only became apparent during the deployment—the Contractor shall inform KfW immediately in writing (Textform); in consultation with KfW, the Contractor shall terminate the person's deployment and immediately arrange for a replacement that complies with the provisions above .

3.5. In compliance with the relevant provisions of data protection law, the Contractor shall maintain and keep available all information from the Background Check and, if requested by KfW, provide suitable evidence (e.g. in the context of reporting and, if necessary, also in audit appointments) that this Background Check has been carried out properly and completely.

3.6. (a) The Contractor is obliged to provide ongoing training to the personnel it has desig- nated to perform services in areas relevant to anti-money laundering legislation, covering typologies and current methods of money laundering and terrorist financing, the preven- tion of criminal offences within the meaning of the German Banking Act (KWG), the need to comply with sanctions and embargo regulations, and the relevant provisions and obli- gations in this regard.(b) The Contractor is further obliged, notwithstanding any primary legal or other contractual requirements, to provide ongoing and, where necessary, ad hoc training on the relevant data protection regulations to the personnel it intends to deploy for the provision of services in areas subject to data protection law. (c) KfW can also require that these persons attend relevant free online training courses run by KfW or, at the Contractor’s expense, training courses run by other providers. (d) Upon request by KfW, the Contractor shall provide written evidence (at least Textform) of compliance with these requirements.

3.7. Subcontractors and Sub-Subcontractors:

a) The Contractor shall contractually oblige subcontractors (“sub”) (aa) to carry out background checks and provide training in accordance with clause 3.6, sentence 1, and (bb) to ensure that their subcontractors (sub-subcontractors, “ssub”) do the same. The Contractor’s obligation under sub-clause (bb) above shall also ap- ply accordingly regarding further ssubs, i.e. from the level of a second ssub on- wards. The respective contractual obligation regarding background checks and training applies (aa) only to the respective contractual partner and (bb) only in regard to the natural persons who are to be deployed in the context of the Con- tractor’s provision of services under this contract, and must (cc) be at least equiv- alent in nature, content and scope to the Contractor’s obligations under Sections 3.1 to 3.5 above.

b) In compliance with the relevant legal requirements, in particular data protection legislation, the Contractor shall also document the fulfilment of its obligations and those of its subs and ssubs as set out in paragraph 3.7 a) above, shall retain the documentation and, upon request, shall provide KfW with evidence of such fulfil- ment.

c) (aa) All other contractual and statutory provisions regarding the use of subs and ssubs remain unaffected. (bb) KfW’s right under Section 3.6, sentence 2

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(additional obligation to attend training at KfW’s request) also applies to the per- sonnel of subs and ssubs. This right of KfW must also be exercised against the Contractor in such cases. The Contractor is obliged to implement it in relation to subs and ssubs. KfW will then make its free online training courses available to the aforementioned persons; in other cases, it will do so at the Contractor’s re- quest, at its reasonable discretion.

4. Access to KfW; access to KfW’s technical systems and data

4.1. The Contractor must notify KfW in writing (Textform), stating their names, of any persons whom it intends to deploy on KfW’s premises or facilities at least three (3) working days (Monday to Friday, excluding national public holidays) before the planned start of deploy- ment. KfW shall consider any notifications received after this deadline at its reasonable discretion. The decision to grant access rests solely with KfW.

4.2. Access to KfW’s premises and facilities, as well as, where applicable, access to its tech- nical systems (in particular IT systems) and data, is permitted only for those persons and to the time, location and technical extent necessary for the provision of services. If KfW is prevented from granting access, the Contractor shall provide its services from outside the premises, insofar as this is possible and reasonable.

4.3. Any access credentials (e.g. keys, cards, ID badges) issued by KfW to the Contractor or its staff that are no longer required for the performance of the contract must be returned to KfW immediately and without being asked. KfW will provide separate instructions on how to handle access credentials.

4.4. Whilst the persons deployed by the Contractor are on KfW’s premises or in KfW’s build- ings, they must display their IDs (including, where applicable, photo ID) in a clearly visible manner, carry their valid official identity documents (national ID card or passport for each person) to facilitate identity checks, and cooperate with identity checks upon request by KfW staff (in particular security personnel).

5. Replacement/exclusion of persons

5.1. If a person referred to in clause 2.1(b) (specified persons) or 2.5 (key employee) above is unable to carry out their duties, the Contractor must inform KfW immediately and con- sult with KfW regarding the extent of the absence, the consequences for the provision of services, and the deployment of replacement personnel. The Contractor is obliged to provide equivalent replacements without delay if and to the extent that

a) unless KfW has expressly agreed otherwise with him in writing (Textform), or

b) is exempt from this by statutory provisions.

5.2. KfW shall be entitled – at its reasonable discretion, following a prior warning or, in partic- ular where it would be unreasonable for KfW to wait, without prior warning – to exclude from the provision of services any persons designated or deployed by the Contractor for that purpose, on objectively justified grounds, or to demand their immediate replacement with equivalent personnel. Sentence 1 shall apply in particular if

c) does not possess the requisite qualifications,

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d) commits a single serious breach or repeated minor breaches of the code of con- duct (in particular, the rules of conduct communicated to the Contractor and/or the person regarding work on KfW’s premises),

e) intentionally or through gross negligence disrupts the work of KfW staff or the work of/with KfW’s contractual partners, or

f) is prevented from providing services on KfW’s premises for health or infection prevention reasons, and it is not possible to provide the services elsewhere (in particular not remotely).

5.3. In all cases involving the exchange of personnel, the Contractor’s obligation to perform shall remain unaffected if and to the extent that

a) KfW has not expressly agreed otherwise with him in writing (Textform), or

b) he is not exempt from his obligations by statutory provision.

5.4. Furthermore, the Contractor shall bear all (additional) costs and shall not receive any remuneration for the time spent and measures taken by replacement staff in preparation for the assignment. The aforementioned obligation to bear (additional) costs applies both to (additional) costs incurred by the Contractor and to reasonable (additional) costs in- curred by KfW (e.g. through the preparation of replacements by KfW or by third parties commissioned by it). If KfW prepares the deployment of replacement personnel, the Con- tractor shall pay KfW a flat rate of one (1) full daily remuneration rate applicable to the person for whom the deployment is being prepared, per full working day (eight (8) working hours) on which such deployment preparation takes place, or proportionate daily remu- neration rates for deployment preparations that do not cover a full working day.

6. Natural and Comparable Persons as Subcontractors

6.1. The Contractor shall ensure that any subcontractor used by it, which is a natural person or a person comparable to such (e.g. a one-man limited liability company, Ein-Mann- GmbH), does not realise more than five-sixths (5/6) of its gross annual turnover per cal- endar year with the activities for KfW (hereinafter “Five-Sixths Rule”) and continuously engages in its own entrepreneurial activities (e.g. internet presence/advertising on the open market). At the request of KfW, the Contractor shall provide corresponding evi- dence. In the event that a breach of the Five-Sixths Rule is imminent, the Contractor shall inform KfW immediately. In this case, KfW shall be entitled to revoke its consent to the use of subcontractors with immediate effect.

6.2. The provisions of the above sub-Section shall apply accordingly if the Contractor itself is a natural person and in comparable cases (e.g. one-man limited liability company, Ein- Mann-GmbH).

7. Deployment of Active or Former Employees of KfW

The Contractor shall not deploy any persons who have been in an active or dormant employment relationship (e.g. parental leave, passive phase of partial retirement, sab- batical or similar) or a pre-retirement relationship with KfW in the last six months prior to deployment. This applies accordingly if the Contractor itself is a natural person (free- lancer) and in comparable cases (e.g. one-man limited liability company, Ein-Mann- GmbH).

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VERTRAG ÜBER

“ENVIRONMENTAL AND SOCIAL CONSULTING SERVICES FOR

E&S EXPERTS”

KFW-2026-0023

BESONDERE VERTRAGSBEDINGUNGEN FÜR INFORMATIONSSI-

CHERHEIT

1. GRUNDSATZ FÜR INFORMATIONSSICHERHEITS-MAßNAHMEN 1.1 Die KfW legt mit dem vorliegenden Dokument Mindestanforderungen an das Schutz- niveau der Informationssicherheits-Maßnahmen fest, die im Rahmen der Leistungs- erbringung vom Auftragnehmer eingehalten werden müssen. Das vorgegebene Min- destschutzniveau kann auch durch abweichende, aber gleichwertige Maßnahmen er- füllt werden. 1.2 Die Wahl geeigneter Maßnahmen zur Sicherstellung der Informationssicherheit ob- liegt dem Auftragnehmer. Der Auftragnehmer gewährleistet, dass bei der Leistungs- erbringung durchgehend Maßnahmen zum Schutz der Informationen der Unterneh- men des KfW-Konzerns umgesetzt werden, die das in diesem Dokument festgelegte Mindestschutzniveau sicherstellen und unter Berücksichtigung des jeweiligen Stan- des der Technik, der Art, des Umfangs und der Zwecke der Verarbeitung der Infor- mationen sowie der Eintrittswahrscheinlichkeit und Schwere des Risikos für eine Ge- fährdung der Informationssicherheit (Vertraulichkeit, Integrität und Verfügbarkeit der Informationen) getroffen worden sind. 1.3 Alle Referenzen auf ISO Controls in diesem Dokument beziehen sich auf die Version DIN ISO 27001:2022.

2. ALLGEMEINE ANFORDERUNGEN AN DIE INFORMATIONSSICHERHEIT 2.1 Die definierten Soll-Sicherheitsmaßnahmen (insb. angemessene Organisationsstruk- tur, geeignete Prozesse, technische und organisatorische Maßnahmen), die im Rah- men der Leistungserbringung zur Anwendung kommen, müssen ein dem Finanzsek- tor angemessenes IT- und Informationssicherheitsniveau unter Einhaltung der regu- latorischen Anforderungen sicherstellen. (KfW-spezifische Vorgabe zusätzlich zu ISO Control 5.31) 2.2 Die im Rahmen der Leistungserbringung zur Anwendung kommenden Soll-Sicher- heitsmaßnahmen müssen den Anforderungen der Normenreihe ISO 27001 / 27002 entsprechen und aus Best Practices, den Ergebnissen der Informationssicherheit-Ri- sikoanalysen, (Security-) Audits und Informationssicherheits-Vorfällen abgeleitet sein. Dabei gilt die Normenreihe ISO27001 / 27002 jeweils in der aktuellen Version nach Ablauf einer angemessenen (maximal 2 Jahre nach Inkrafttreten einer neuen Version) Übergangsfrist. (KfW-spezifische Vorgabe zusätzlich zu ISO Control 5.31) 2.3 Der Auftragnehmer setzt einen Informationssicherheitsbeauftragten bzw. Hauptver- antwortlichen für die Informationssicherheit im Unternehmen mit einem Berichtsweg zur Geschäftsleitung fortlaufend ein. (KfW-spezifische Vorgabe zusätzlich zu. ISO Control 5.2)

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2.4 Der Auftragnehmer führt in regelmäßigen Abständen und zumindest jährlich Schulun- gen zur Informationssicherheit für alle seine Mitarbeiter und sonstige zur Leistungs- erbringung eingesetzte Personen, welche an der Verarbeitung von Informationen im Rahmen der Leistungserbringung beteiligt sind, im Rahmen eines fortdauernden A- warenessprogramms zur Gewährleistung eines angemessenen Informationssicher- heitsbewusstseins (insbesondere zum vertraulichen Umgang mit Informationen sowie zu Malware- und Phishing-Attacken) durch. (KfW-spezifische Vorgabe zusätzlich zu ISO Control 6.3) 2.5 Der Auftragnehmer gewährleistet, dass die Vorgehensweise seiner Organisation für die Handhabung der Informationssicherheit und deren Umsetzung (d. h. Maßnah- menziele, Maßnahmen, Richtlinien, Prozesse und Verfahren zur Informationssicher- heit) auf von der Organisationseinheit der Informationssicherheit unabhängige Weise spätestens alle drei Jahre überprüft wird. (KfW-spezifische Vorgabe zusätzlich zu ISO Control 5.35) 2.6 Der Auftragnehmer gewährleistet, dass alle relevanten Informationssicherheitsanfor- derungen auch gegenüber den Unterauftragnehmern und nachgelagerten Unterauf- tragnehmern gelten, die Zugang zu Informationen der Unternehmen des KfW-Kon- zerns haben könnten oder diese verarbeiten, speichern oder weitergeben könnten oder IT-Infrastruktur dafür bereitstellen. (KfW-spezifische Vorgabe zusätzlich zu ISO Control 5.20)

3. ZENTRALER ANSPRECHPARTNER FÜR INFORMATIONSSICHERHEIT 3.1 Der Auftragnehmer stellt der KfW einen zentralen Ansprechpartner für Belange der Informationssicherheit für die Vertragslaufzeit zur Verfügung.

4. SCHUTZ DER VERTRAULICHKEIT 4.1 Der Auftragnehmer gewährleistet die Vertraulichkeit der Informationen der Unterneh- men des KfW Konzerns und der Informationen, die der Auftragnehmer unter oder im Zusammenhang mit diesem Vertrag erlangt hat, gemäß den Regelungen der Allge- meinen Vertragsbedingungen und deren Regelungen zur Vertraulichkeit. (KfW-spe- zifische Vorgabe zusätzlich zu ISO Control 6.2) 4.2 Der Auftragnehmer gewährleistet, dass jegliche Datenübertragung in öffentliche oder fremde Netzwerke, die Informationen der Unternehmen des KfW-Konzerns oder In- formationen, die der Auftragnehmer unter oder im Zusammenhang mit diesem Ver- trag erlangt hat, beinhaltet, verschlüsselt ist. (KfW-spezifische Vorgabe zusätzlich zu ISO-Control 5.14)

5. SCHUTZ DER IT-SYSTEME 5.1 Die zur Leistungserbringung eingesetzten Server müssen in dedizierten IT-Betriebs- räumen mit eigenem Zutrittsschutz inkl. Protokollierung liegen. Dies bedeutet nicht, dass für die KfW dedizierte IT-Räume vorhanden sein müssen. (KfW-spezifische Vor- gabe zusätzlich zu ISO-Control 7.3) 5.2 Sofern der Auftragnehmer zur Leistungserbringung KfW-fremde IT-Infrastruktur ein- setzt, muss diese zusätzlich zu den Vorgaben der Kapitel 5 und 8 der ISO 27001 mindestens folgende Anforderungen an die Betriebssicherheit erfüllen: 5.2.1 Die zur Leistungserbringung eingesetzten IT-Systeme werden in geschützten Netzwerksegmenten betrieben (KfW-spezifische Vorgabe zusätzlich zu ISO- Control 8.31)

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5.2.2 Die zur Leistungserbringung eingesetzten IT-Systeme sind durch aktuelle Anti-Virus-Systeme (Virenschutz, Trojaner-Detektion, Spam-Schutz etc.) mit aktuellen Definitionsdateien geschützt (KfW-spezifische Vorgabe zusätzlich zu ISO-Control 8.7). 5.2.3 Die zur Leistungserbringung eingesetzten IT-Systeme verfügen über ein au- tomatisiertes, regelmäßiges Backupverfahren, das alle zugehörigen Daten- bestände umfasst und dessen Wiederherstellung ermöglicht. Das Backup- verfahren muss erfolgreich getestet sein. (KfW-spezifische Vorgabe zusätz- lich zu ISO-Control 8.13) 5.2.4 Der Auftragnehmer gewährleistet, dass technische und organisatorische Ver- fahren implementiert sind, die sicherstellen, dass Sicherheitsvorfälle unver- züglich erkannt und Verfahren zum Umgang mit diesen (z.B. erkennen, mel- den, aufklären und beheben) definiert sind. (KfW-spezifische Vorgabe zu- sätzlich zu ISO-Control 8.15) 5.2.5 Auf den zur Leistungserbringung eingesetzten IT-Systemen sind ausschließ- lich benötigte Software-Pakete und Dienste installiert. Maßnahmen und Pro- zeduren zur Härtung der eingesetzten IT-Systeme sind anhand der Vorgaben und anhand der jeweiligen Empfehlungen der Hersteller umgesetzt und do- kumentiert. (KfW-spezifische Vorgabe zusätzlich zu ISO-Control 8.19) 5.2.6 Sicherheitspatches werden unverzüglich nach Veröffentlichung in den zur Leistungserbringung eingesetzten IT-Systemen eingespielt (KfW-spezifische Vorgabe zusätzlich zu ISO-Control 8.8) 5.2.7 Wenn für die Leistungserbringung Cloud-basierte bzw. webbasierte Dienste eingesetzt werden, muss dies der KfW unverzüglich gemeldet werden. Diese Meldung muss die folgenden Informationen enthalten: Name des Cloud- Dienstanbieters, Name des Dienstes, ob eine informationssicherheits-rele- vante Zertifizierung vorliegt (z.B. ISO 27001 oder BSI C5), welche Informati- onen der Unternehmen der KfW-Bankengruppe betroffen sind und ob diese ausschließlich gespeichert oder auch logisch von der Anwendung verarbeitet werden. (KfW-spezifische Vorgabe zusätzlich zu ISO-Control 5.20)

6. INFORMATIONSPFLICHTEN 6.1 Alle sicherheitskritischen Ereignisse, aus denen eine mögliche Kompromittierung hin- sichtlich der Vertraulichkeit, Integrität oder Verfügbarkeit der verarbeiteten Informati- onen in Bezug zu den Unternehmen des KfW-Konzerns resultieren könnte, sind der KfW zu melden. (KfW-spezifische Vorgabe zusätzlich zu ISO Control 6.8) 6.2 Der Auftragnehmer meldet dies der KfW unverzüglich, spätestens innerhalb von achtundvierzig (48) Stunden nach Bekanntwerden an die Organisationseinheit für In- formationssicherheit der KfW an die E-Mail-Adresse lagezentrum@kfw.de (für KfW IPEX: ipex.informationssicherheitsereignisse@kfw.de). (KfW-spezifische Vorgabe zusätzlich zu ISO Control 6.8) 6.3 Während der Vertragslaufzeit und nach Beendigung des Vertrages (gemäß den Vor- gaben der Allgemeinen Vertragsbedingungen) hat der Auftragnehmer auf Verlangen der KfW Prüfberichte zu datenschutz- und informationssicherheitsrelevanten Vorgän- gen und Vorfällen, welche Informationen in Bezug zu den Unternehmen des KfW- Konzerns tangieren, vorzulegen (KfW-spezifische Vorgabe zusätzlich zu ISO Control 6.8) 6.4 Während der Vertragslaufzeit muss der Auftragnehmer auf Verlangen der KfW Nach- weise vorlegen, welche die Konformität seines ISMS und seines IT- und Informati- onssicherheitsniveaus mit den gesetzlichen und vertraglichen Vorgaben bestätigen. Hierzu kann der Auftragnehmer beispielsweise folgende Nachweise vorlegen: 3

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a. gültige ISO 27001-Zertifizierung (inkl. Statement of Applicability), oder b. gültige ISAE 3402-Zertifizierung (mit Bezug zum Informationssicherheitsmanage- ment), oder c. gleichwertig anzusehende gültige Zertifizierungen oder d. wenn keine geeigneten Zertifizierungen vorliegen: sonstige geeignete Prüfbe- richte, welche die Funktionsfähigkeit der leistungsbezogenen ISMS-relevanten Prozesse und Verfahren belegen. Soweit Geschäftsgeheimnisse des Auftragnehmers betroffen sind, werden die Ver- tragsparteien ein Vorgehen vereinbaren, das die gegenseitigen Interessen jeweils ausreichend berücksichtigt. 6.5 Soweit zutreffend erfasst der Auskunftsanspruch der KfW gemäß vorstehendem Ab- satz bei auslagerungsrelevanten Informationen u.a. auch a. Berichte zu IT-Prüfungen im Rahmen der Jahresabschlussprüfung (IDW PS 330, 340 etc.); b. Nachweise über den Betrieb eines ISMS (bspw. ISO 27001, BSI IT-Grundschutz), c. Prüfungen der Wirksamkeit des internen Kontrollsystems bei Dienstleister (ISAE 3402, SAS 70, IDW PS 951, etc.) sowie d. Revisions- und Prüfberichte, die im Zusammenhang mit der vereinbarten Dienst- leistung stehen.

7. VERTRAGSÄNDERUNGSRECHT 7.1 Der KfW steht während der gesamten Vertragslaufzeit das Recht zu, die Einstufung der dem Auftragnehmer im Rahmen der Leistungserbringung überlassenen Informa- tionen nach deren Schutzbedarf im Hinblick auf Vertraulichkeit, Integrität und Verfüg- barkeit einschließlich der Risikoeinschätzung zu überprüfen und zu ändern. Eine Än- derung kann infolge veränderter tatsächlicher Gegebenheit, wie beispielsweise die Änderung der dem Auftragnehmer überlassenen Information, oder des Standes der Technik oder wegen veränderter rechtlicher Maßstäbe erfolgen. Bei einer veränder- ten Einstufung des Schutzbedarfs, der dem Auftragnehmer im Rahmen der Leis- tungserbringung überlassenen Informationen, steht der KfW während der gesamten Vertragslaufzeit das Recht zu, die Regelungen dieses Dokuments einseitig im erfor- derlichen und in einem dem Auftragnehmer zumutbaren Umfang und innerhalb seiner Leistungsfähigkeit zu ändern. 7.2 Im Übrigen gelten die Regelungen zu Vertragsänderungen gemäß den Allgemeinen Vertragsbedingungen.

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CONTRACT FOR

“ENVIRONMENTAL AND SOCIAL CONSULTING SERVICES FOR

E&S EXPERTS”

KFW-2026-0023

SPECIAL CONTRACTUAL CONDITIONS FOR INFORMATION SECU-

RITY

1. PRINCIPLE FOR INFORMATION SECURITY MEASURES 1.1 In this document, KfW sets out minimum requirements for the level of protection of the information security measures that must be complied with by the Contractor as part of the provision of services. The specified minimum level of protection can also be achieved by different but equivalent measures. 1.2 The selection of suitable measures to ensure information security is the responsibility of the Contractor. The Contractor guarantees that measures for the protection of the information of KfW Group companies are continuously implemented during the provi- sion of the service. These must ensure the minimum level of protection defined in this document and take into account the best available techniques ("Stand der Technik"), the type, scope and purposes of the processing of the information as well as the prob- ability of occurrence and severity of the risk to information security (confidentiality, integrity and availability of the information). 1.3 All references to ISO controls in this document refer to the version DIN ISO 27001:2022.

2. GENERAL INFORMATION SECURITY REQUIREMENTS 2.1 The defined target security measures (especially appropriate organisational structure, suitable processes, technical and organisational measures) that are applied in the context of the provision of services must ensure an appropriate level of IT and infor- mation security for the financial sector in compliance with the regulatory requirements. (KfW-specific requirement in addition to ISO Control 5.31) 2.2 The target security measures to be applied as part of the service provision must com- ply with the requirements of the ISO 27001/27002 series of standards and be derived from best practices, the results of information security risk analyses, (security) audits and information security incidents. The current version of the ISO27001/27002 series of standards shall apply upon expiry of an appropriate transition period (maximum 2 years after a new version enters into force). (KfW-specific requirement in addition to ISO Control 5.31) 2.3 The Contractor shall appoint an information security officer or main person responsi- ble for information security at the company on an ongoing basis and with a direct reporting channel to senior management. (KfW-specific requirement in addition to ISO control 5.2) 2.4 The Contractor shall conduct information security training as part of an ongoing awareness programme to ensure appropriate information security awareness (partic- ularly with regard to the confidential handling of information as well as malware and phishing attacks). The training shall take place at regular intervals and at least annu- ally and be provided for all its employees and others employed to provide services

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who are involved in the processing of information as part of the provision of these services. (KfW-specific requirement in addition to ISO Control 6.3) 2.5 The Contractor shall ensure that its organisation’s approach to the management and implementation of information security (i.e. the objectives, measures, guidelines, pro- cesses and procedures relevant for information security) is independently (of the or- ganizational unit of information security) reviewed at least every three. (KfW-specific requirement in addition to ISO Control 5.35) 2.6 The Contractor shall ensure that all relevant information security requirements also apply to subcontractors and downstream subcontractors who could have access to the information of KfW Group companies or could process, store or pass on such information or who provide IT infrastructure for this purpose. (KfW-specific require- ment in addition to ISO Control 5.20)

3. CENTRAL CONTACT PERSON FOR INFORMATION SECURITY 3.1 The Contractor shall provide KfW with a central contact person for information security issues for the term of the contract.

4. PROTECTION OF CONFIDENTIALITY 4.1 The Contractor guarantees the confidentiality of the information of KfW Group com- panies and the information obtained by the Contractor under or in connection with this Contract in accordance with the confidentiality provisions under the General Contrac- tual Conditions of KfW (“Allgemeine Vertragsbedingungen der KfW”). (KfW-specific requirement in addition to ISO Control 6.2. 4.2 The Contractor guarantees that any data transfer to public or third-party networks that contains information from KfW Group companies or information obtained by the Con- tractor under or in connection with this Agreement is encrypted. (KfW-specific require- ment in addition to ISO Control 5.14)

5. PROTECTION OF IT SYSTEMS 5.1 The servers used for the provision of services must be located in dedicated IT oper- ating rooms with their own access protection including logging. This does not mean that the IT operating rooms must be dedicated for KfW. (KfW-specific requirement in addition to ISO Control 7.3) 5.2 If the Contractor uses non-KfW IT infrastructure for the provision of services, this must meet at least the following requirements in addition to the requirements of Section 5 and 8 Organizational and Technical Security of ISO 27001: 5.2.1. The IT systems used to provide the service are operated in protected network segments. (KfW-specific requirement in addition to ISO Control 8.31) 5.2.2. The IT systems used to provide services are protected by up-to-date anti-virus systems (virus protection, Trojan detection, spam protection, etc.) with up-to- date definition files. (KfW-specific requirement in addition to ISO Control 8.7) 5.2.3. The IT systems used to provide the service have an automated, regular backup procedure that includes all associated data sets and enables their restoration. The backup procedure must have been successfully tested. (KfW-specific re- quirement in addition to ISO Control 8.13) 5.2.4. The Contractor shall ensure that technical and organisational procedures are implemented to ensure that security incidents are immediately detected and procedures for dealing with them (e.g. detect, report, clarify and remediate) are defined. (KfW-specific requirement in addition to ISO Control 8.15)

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English translation (for purpose of convenience only) dated 1st June 2026 based on the German version “BVB Informationssicherheit für nonIT-Leistungen” dated 1st June 2026 adapted in accordance with the internal KfW categorisation „nonIT Services with VIV 3”

5.2.5. Only essential software packages and services are installed on the IT systems used to provide the service. Measures and procedures for hardening the IT sys- tems used have been implemented and documented based on the requirements and the respective recommendations of the manufacturers. (KfW-specific re- quirement in addition to ISO Control 8.19) 5.2.6. Security patches are applied to the IT systems used to provide the service with- out undue delay (“unverzüglich”) after they have been published. (KfW-specific requirement in addition to ISO Control 8.8) 5.2.7. If cloud-based or web-based services are used for the provision of services, this must be reported without undue delay (“unverzüglich”) to KfW. This notification must contain the following information: Name of the cloud service provider, name of the service, whether an information security-relevant certification exists (e.g. ISO 27001 or BSI C5), which information of KfW Group companies is af- fected and whether it is exclusively stored or also processed logically by the application. (KfW-specific requirement in addition to ISO Control 5.20)

6. NOTIFICATION REQUIREMENTS 6.1 All security-critical events that, as a result, could potentially compromise the confiden- tiality, integrity or availability of the processed information relating to the companies of KfW Group must be reported to KfW. (KfW-specific requirement in addition to ISO Control 6.8) 6.2 The Contractor shall notify the organisational unit for information security of KfW by email to the E-Mail address lagezentrum@kfw.de (for KfW IPEX: ipex.infor- mationssicherheitsereignisse@kfw.de) without undue delay (“unverzüglich”) but no later than forty-eight (48) hours after becoming aware of such events. (KfW-specific requirement in addition to ISO Control 6.8) 6.3 During the term of the contract and after termination of the contract (in accordance with the provisions of the general terms and conditions of the contract), the Contractor must, at the request of KfW, submit reports on events and incidents relevant to data protection and information security which may affect information relating to the KfW Group Companies. (KfW-specific requirement in addition to ISO Control 6.8) 6.4 During the term of the Contract, the Contractor shall, upon request of KfW, submit evidence confirming the conformity of its ISMS and its IT and information security level with the legal and contractual requirements. For this purpose, the Contractor may for example submit the following evidence: a. valid ISO 27001 certifications (including Statement of Applicability), or b. valid ISAE 3402 certifications (with regard to information security management), or c. valid certifications to be considered equivalent, or d. if no certificates are available: other suitable reports, which prove the functional- ity of ISMS-relevant processes and procedures, which are relevant for the provi- sion of the services. Insofar as business secrets of the Contractor are affected, the parties shall agree on a procedure that sufficiently takes into account the mutual interests. 6.5 Insofar as the Agreement with the Contractor constitutes outsourcing for KfW within the meaning of the German Banking Act (“Kreditwesengesetz” – KWG), KfW’s right to information in accordance with the preceding paragraph includes (among other things): a. reports on IT audits as part of the annual financial statement audit (e.g. IDW PS 330, PS 340, etc.), 3

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English translation (for purpose of convenience only) dated 1st June 2026 based on the German version “BVB Informationssicherheit für nonIT-Leistungen” dated 1st June 2026 adapted in accordance with the internal KfW categorisation „nonIT Services with VIV 3”

b. evidence of the operation of an ISMS (e.g. ISO 27001, BSI IT-Grundschutz), c. audits on the effectiveness of the internal control system at service providers (e.g. ISAE 3402, SAS 70, IDW PS 951, etc.) as well as d. internal audit or other relevant reports relating to the agreed service.

7. RIGHT TO AMEND THE CONTRACT 7.1 Throughout the term of the contract, KfW may review and change the classification of the data provided to the Contractor for the provision of the services in accordance with the data’s need for protection with regard to confidentiality, integrity and availa- bility, including of the risk assessment. An amendment may be necessary as a result of different circumstances, such as an amendment to the data provided to the Con- tractor or best available techniques ("Stand der Technik"), or due to a change in legal standards. In the event of a change in the classification of the protection requirement of the information provided to the Contractor as part of the provision of services, KfW shall be entitled, during the entire term of the contract, to demand amendments to the provisions of this document. The Contractor must agree to such request without un- due delay (“unverzüglich”) in writing (at least in "Textform” in accordance with Section 126b of the German Civil Code – “Bürgerliches Gesetzbuch” –– BGB), unless the request is not reasonably acceptable for the Contractor or is not within the Contrac- tor's capacity. 7.2 In all other respects, the provisions governing modifications to the contract shall apply in accordance with the General Contractual Conditions of KfW (“Allgemeine Vertrags- bedingungen der KfW”).

8. LANGUAGE 8.1 This English version has been prepared for information purposes only. In case of any inconsistencies between the German version and the English version, the German language version shall prevail.

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Description of the required services

(Terms of reference)

Tender documents

for the open procedure conducted by KfW

“Environmental and Social

Consulting Services

for E&S Experts ”

KfW- 2026- 0023

This document is subject to copyright protection and may therefore only be used for the preparation of tenders in this open procedure. Any other use will require the express permission of KfW.

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Environmental and Social Consulting Services for E&S Experts

Terms of Reference

1. General considerations

KfW’s Environmental and Social Experts (formerly KCUS and regional E&S experts)

provides services in the field of environmental and social sustainability for KfW

Development Bank, KfW IPEX-Bank and other business units of KfW.

The objective of this tender is to establish a framework agreement with three

environmental and social consultancy firms (Consultants) to provide expert services

required by the E&S Experts as the case may be.

The Consultants will perform the tendered services on the basis of single

assignments. E&S will either allocate them on the basis of a cascade-system if the

services to be executed are standard tasks or by awarding them on grounds of a

mini-competition between the three Consultants if the services to be performed are

non-standard tasks. Both procedures are described in detail in the Framework

Agreement.

2. Overview of the required services

E&S requires the Consultant to primarily review and appraise project documentation

regarding environmental and social risks and impacts according to KfW’s set of

criteria and formats. These reviews and appraisals, further referred to as standard

tasks, will constitute the Consultant’s main portion of work (approximately

80%). Benchmarks for the work are the standards of the World Bank Group, the

Equator Principles and, to a lesser extent, standards of other Multilateral

Development Banks (e.g. EBRD, ADB, EIB, etc.).

In addition, and infrequently, E&S may require services related to research, expert

opinions and guidance documents or training on environmental and social

topicsThese activities, jointly referred to as non-standard tasks, account for

approximately 10% of the total work within this tender.

The following sections describe the standard and the non-standard tasks as

accurately as possible at the time of tendering. However, the description below is

neither complete, nor exhaustive, but subject to further specification by the individual

assignments of the framework agreement.

E&S will require the consultants to appoint task teams to cover the full complement of

the skills needed to execute tasks, before accepting them. The sectoral and

geographic variables in the definition of tasks will vary considerably. Generally the

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requirements regarding both standard and non-standard tasks are expected to arise

in the following sectors:

1. Energy (e.g. renewables, geothermal and thermal power)

2. Infrastructure (e.g. roads, transmission lines, railways, pipelines, airports,

harbours)

3. Waste management (e.g. waste treatment plants, landfills)

4. Water supply and sanitation (irrigation, wastewater treatment plants,

sewage networks)

5. Water resources (e.g. dams, desalination plants, water management)

6. Health care, education and basic services programmes

7. Agribusiness and agricultural programmes

8. Emergency programmes, humanitarian aid

9. Conservation / Nature protection / Protected areas management

10. Financial Intermediaries

11. Mining and extractives

12. Industrial facilities (e.g. cement, steel, refinery, automotive, petrochemical

plants)

13. Oil and gas (e.g. refineries, pipelines, terminals)

Particularly complex tasks will require Consultant’s specialised base-office support.

To ensure the high quality of deliverables needed and effective coordination with the

base office, E&S, will require dedicated project management and quality assurance

capabilities within the core team.

Tasks will as a rule be carried out through desk review and occasional field missions

to KfW project sites or visiting project partners, borrowers and/or other related parties

such as complainants. Occasional field missions (expected to be less than 5%) will

be arranged together.

3. Standard tasks and cascade mechanism

3.1. Standard tasks and task sheets

Standard tasks will comprise of services for which E&S is able to define in advance

and in detail the content, personnel requirements, actions and steps to be taken by

the Consultant, as well as the deliverables at the time of the assignment. The

anticipated types of standard tasks are listed in Table 1 below.

The specific steps, actions and deliverables required for the different categories of

standard tasks are set out in the generic task sheet for standard tasks which will be

handed over at the beginning of the contract implementation.

The anticipated average duration of single assignments containing the performance

of a standard task is 2-3 weeks and the labour effort around about 3-10 workdays.

Each standard task will be offered to the Consultant who is next in the cascade-

system with a mobilization notice of 2 – 3 days, with the exception of field missions,

for which more time will be allowed for mobilization.

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Table 1: Types of Standard tasks

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3.2. Task statements

The form sheet for standard task will be used by E&S as template for formulating

corresponding task statements establishing the particulars of the single assignment

which KfW intends to allocate to one of the Consultants (such as place of

performance, type of experts needed, expected level of effort, timeline and maximum

budget) and making available the inputs required to carry out the assignment (such

as reports, data, and maps).

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Each task statement will specify:

Table 2: Standard task particulars

In formulating task statements E&S will not modify the deliverables and work

methods, nor introduce any other substantive changes to the task sheets.

4. Non-standard tasks and mini-competitions

4.1. Non-standard tasks

Non-standard tasks are either one of the following:

(1) services, for which E&S is able to define in advance and in detail the content,

personnel requirements, and deliverables, but not the technical approach and

methodology or the level of effort at the time of the assignment,

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(2) services for which highly specialised personnel is required and the quality of the

deliverables depends largely on the quality of that personnel,

(3) substantively modified standard tasks which could not be successfully assigned

through the cascade mechanism, because each of the three Consultants considered

the requirements in the task statement to be unrealistic.

Table 3 below specifies the non-standard tasks which E&S anticipates will possibly

arise during the term of the framework agreement.

Table 3. Non-standard tasks

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4.2. Task statements

For each non-standard task E&S will prepare the respective task statement in

alignment with the general structure of the standard task sheet but with special

participation conditions including the single assignment evaluation matrix and other

requirements, as the separate submission of technical and financial offers.

E&S will use this task statement to solicit technical and financial proposals from the

Consultants through mini-competitions carried out outside of the cascade

mechanism.

4.3. Method of Assignment: Mini-competitions

E&S will assign non-standard tasks to the Consultants by means of mini-competitions

only.

To initiate a mini-competition, E&S will prepare a task statement, including a

description of the method for preparing and submitting technical and financial

proposals, the services and deliverables to be rendered, the minimum requirements

towards the personnel, the inputs to be provided by E&S, travel, reporting and any

other requirements and the award criteria E&S, which shall apply in the process of

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selecting the Consultant. E&S will evaluate the technical and financial proposals

submitted by the Consultants in response to the task statement and assign the

respective non-standard task to the Consultant, who has achieved the highest

combined technical and financial score, based on the evaluation criteria stipulated in

the task statement. A more detailed description of the mini-competitions procedure is

provided in §9 of the Contract Terms and Conditions of the Framework

Agreement.

5. Requirements regarding the organisation of work on individual assignments

The assignment will be characterized by a workflow with a high ratio of short-term

environmental and social expert assignments (individual assignments) within the

project or program. The Consultant must therefore have the organisational capacities

to manage the framework contract with regards to:

- registration and documentation of requests

- strategy for staffing per request

- timely answer to KfW requests

- timely implementation of tasks

- quality insurance of deliverables and communication

- communication with KfW, including periodic reporting on framework management

- invoicing procedure.

6. Qualification of staff working on the framework agreement

The Consultant must appoint a Core Team of minimum five experts and also maintain

an Expert Pool, as described below. The Consultant shall rely on the Core Team for

most of the task implementation effort, drawing on the Expert Pool, where either

workload levels exceed the capacity of the Core Team, or specialised skills, language

or context / geographical experience required for the implementation of a task (be it a

standard or non-standard task) is not available within the Core Team.

The Core Team will be composed of the following skilled personnel:

Table 3: Core Team

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3. Social Experts Task implementation, focusing on social 3

impact assessment and due diligence -

related tasks and human rights protection

including FPIC, resettlement, technical

quality assurance

Besides one Team Coordinator, the core team must include a minimum of 3

environmental experts and 3 social experts. In case the applicant is awarded the

contract and a core team member is not available anymore, the core team member

must be replaced with no delay by an expert with equivalent or better qualification so

that at no time the consultant has less than 3 environmental and 3 social experts

available in his core team.

With regard to the Consultant’s Core Team members’ qualifications, skills and

experience, KfW’s requirements are as described in the Declarations concerning

eligibility, Evaluation Matrix, and respective Short CVs.

6.5 Expert Pool members

The Expert Pool shall be composed of individuals with the skills enlisted in

Declarations concerning eligibility, article. 3.3.

7. Deliverables

The deliverables required for standard tasks are listed in the form sheet that E&S will

use to produce standard task statements. The Consultant must render all

deliverables in English or in the required language. Draft deliverables must be

presented to E&S in appropriate Microsoft Office document formats. To finalise his

draft deliverables, the Consultant must allow for up to two rounds of comments by

E&S with a turnaround time of up to 5 workdays per round. The deliverables must be

supported by additional documents, where applicable, photographic evidence and

samples, collected by the Consultant. Final deliverables must be presented in

electronic form only (Microsoft Office document formats or PDF submitted via

email/KfW data room).

The deliverables for non-standard tasks and the requirements regarding these must

be listed in the respective task statements put forward by E&S.

The Consultants must maintain accurate contract management records, including but

not limited to documentation on the communication with the Consultant and the

personnel he engages for the performance of the contract, CVs, sheets with the

Team Coordinator’s and Experts’ working hours and travel records. Although this

type of documentation does not constitute deliverables per se, E&S may require

access to it in the course of contract implementation.

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8. E&S

E&S shall provide the Consultant with all documentation, drawings, maps, and any

other data, which E&S or its project executing agencies have access to and which is

needed by the Consultant. It is the responsibility of the Consultant to obtain any

additional documents or data he requires. Where obtaining such additional

documents or data involves additional costs, E&S shall reimburse such costs to the

Consultant to the extent that they are appropriate.

E&S will name a Coordinator (and a deputy), who shall be the Consultant’s contact

point for the purposes of framework contract-related communication as well as

general questions on the assignment of both standard and non-standard tasks,

submission of deliverables and invoices and logistics arrangements in respect to

assignments conducted on E&S premises.

Where task activities are required on KfW premises, e.g. training of KfW personnel,

reviewing documents with special confidentiality requirements, meetings with KfW

personnel, field missions to KfW offices, E&S shall provide the task team with work-

and meeting space.

9. Estimated Quantity

KfW has planned that the required max. number of person-days required during the

entire term of the framework agreement is estimated to amount to 1710.

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LEISTUNGSVERZEICHNIS 07.08.2026

Ausschreibung

Verfahren: KfW-2026-0023 - Environmental and Social Consulting Services for E&S Experts

SKONTO

AUFLISTUNG ALLER POSITIONEN

ALLE PREISE SIND OHNE UMSATZSTEUER ANZUGEBEN

Terms and notes

KfW estimates that the number of person-days required during the entire term of the framework agreement is 1710. Of these estimated total numbers of person-days, the contractors party to the framework agreement shall each receive an approximately equal share. Therefore, tenderers are requested to calculate their rates without assuming that the numbers of person-days indicated in this price sheet will be the minimum quantities awarded to them.

Quantities are indicative. They shall solely be used for tender evalutaion, but do not constitute any contractual commitment.

The daily rates are to be calculated without travel expenses. Travel expenses are to be invoiced separately in accordance with section 13 "Remuneration" of the General contractual conditions.

A VAT rate of 19% is used to evaluate the offer. The applicable VAT rate is used for invoicing.

1 Core Team - Team Manager USt. [%] Menge Einheit Einzelpreis [EUR] Gesamtpreis [EUR] 19% 240,00 Tag ................ pro 1,00 Tag ................

Leistungsverzeichnis - 1/3 105

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2 Core Team - Environmental Expert USt. [%] Menge Einheit Einzelpreis [EUR] Gesamtpreis [EUR] 19% 600,00 Tag ................ pro 1,00 Tag ................

3 Core Team - Social Expert USt. [%] Menge Einheit Einzelpreis [EUR] Gesamtpreis [EUR] 19% 540,00 Tag ................ pro 1,00 Tag ................

4 Expert Pool USt. [%] Menge Einheit Einzelpreis [EUR] Gesamtpreis [EUR] 19% 330,00 Tag ................ pro 1,00 Tag ................

ANGEBOTSSUMME(N)

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LEISTUNGSVERZEICHNIS 07.08.2026

Ausschreibung

Verfahren: KfW-2026-0023 - Environmental and Social Consulting Services for E&S Experts

AUFLISTUNG ALLER DATEIANLAGEN ZU DEN POSITIONEN

Name Dateiname Größe MIME-Type

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KRITERIENKATALOG 07.08.2026

Ausschreibung

Verfahren: KfW-2026-0023 - Environmental and Social Consulting Services for E&S Experts

EIGNUNGSKRITERIEN

1 Contact person + contact details [Mussangabe]

Please indicate a contact person including contact details (phone) for any queries concerning the tender procedure. We also ask you to provide a general e-mail address and general phone number of your company. The e-mail address and phone number must not allow any conclusions to be drawn about personal data (e.g. names) and will be published in the contract award notice with regard to the winning bidder.

2.1.1 Performance criteria

Ausschlusskriterium The tenderer / candidate must have a minimumnet annual turnover of at least 1.500.000 EUR in each of the last three closed calendar years.

Note: The following selection possibilies (No selection made/Yes/No) have been greyed purposely. No entries are necessary.

[ ] No selection made [ ] Yes [ ] No

Nur eine Antwort wählbar

2.1.2 Proof of suitability [Mussangabe]

Maximalpunktzahl: 0 By ticking the relevant box, I/we expressly declare:

For the provision of the service put out to tender, I/we will provide evidence that the net annual turnover amounted to at least EUR 1,500,000 in each of the last three closed calendar years.

I/We have stated the amounts for the three closed calendar years in the ‘Declarations concerning eligibility’ form. I/We have attached the completed document to the tender by uploading it to the Tender Assistant under the ‘Attachments’ tab.

[ ]

Mehrere Antworten wählbar

3.1.1 Perfomance criteria

Ausschlusskriterium The Tenderer has access to minimum 50 experts working in the E&S sector, of which 90% of the employees working in the E&S workflow (part-time and/or full-time) are permanently employed in the company. The distribution should be balanced in the sense of being diversified and reasonably even across experience levels and education degrees, without any single category being disproportionately represented.

Minimum requirement: workforce of E&S experts = 90% permanently employed.

Tenderers are requested to fully populate the form “List of Available Personnel” to demonstrate fulfilment of above requirements. Tenderers which fail to demonstrate access to such workforce in the required quantities will be excluded from the tender procedure.

NOTE: The following selection options (No selection made/Yes/No) have been greyed out deliberately. No entries are required.

[ ] Keine Angabe [ ] Ja [ ] Nein

Nur eine Antwort wählbar

3.1.2 Proof of suitability [Mussangabe]

Maximalpunktzahl: 0 By ticking the appropriate box, I/we hereby expressly declare:

For the provision of the services put out to tender, I/we confirm that I/we have access to at least 50 experts working in the E&S sector, of whom 90 per cent of the employees working in the E&S workflow (part-time and/or full-time) are permanently employed by the company.

I/We have completed the ‘List of Available Personnel’ form accordingly. I/We have attached the completed document to the tender by uploading it in the Tender Assistant under the ‘Attachments’ tab.

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[ ]

Mehrere Antworten wählbar

3.2 Qualification of the Core Team Members

3.2.1 Performance criteria

Ausschlusskriterium Enough sufficiently qualified experts responsible for the execution of the contract, namely:

Minimum requirements: Total of at least 7 experts for the Core Team, of which • For the role of Team Coordinator: 1 expert meeting the following minimum requirements (see below) • For the role of Environmental Expert: at least 3 experts meeting the following minimum requirements (see below) • For the role of Social Expert: at least 3 experts meeting the following minimum requirements (see below)

Team Coordinator

General professional experience of the Team Coordinator in dealing with tasks or in performing services of the tendered kind

The Team Coordinator must demonstrate that s/he has sufficient professional experience in providing services of the tendered kind in the past by company and positions and assigned tasks/responsibilities comparable to this assignment. This experience must satisfy all of the following minimum requirements:

1. Academic qualifications: Master’s Degree or a degree of equivalent level in studies with immediate relevance to the conduct of environmental and social assessments, such as: • Environmental or Agricultural Sciences, or • Natural Sciences, or • Environmental Engineering, or • Anthropology, or • Ethnology, or • Geography, or • Related subjects.

2. At least fluent (written and spoken) in English comparable to C1 level;

3. At least 5 calendar years of experience evidenced through company and position and tasks/responsibilities in responsibly directing and managing international projects immediately related to environmental and social assessment or management and due diligence; projects do not have to have a minimum or maximum duration for consideration;

4. At least 5 calendar years of experience evidenced through company and position and tasks/responsibilities in managing and supervising quality control measures with regards to environmental and social assessments funded by development banks or Equator Principles Financial Institutions (such as World Bank, ADB, AfDB, IDB, AFD, KfW, IFC, DEG, FMO, CDC, Proparco and similar development banks or Equator Principles Financial Institutions - see www.equator–principles.co m), Financial Intermediaries or Public Sector Partners and Institutions.

Project experience of the Team Coordinator comparable to the tendered assignment

The Team Coordinator must demonstrate that s/he has sufficient experience in providing services of the tendered kind in the past by executing reference projects comparable to this assignment for this and/or other purchasers. These project references must satisfy all of the following minimum requirements:

1. At least 5 project references need to be submitted; the maximum number of project references to be submitted is 10. If a proposal contains more than 10 project references only the first 10 well be considered for evaluation.
2. Each project must have been implemented in terms of one of the following standards: a. World Bank Environmental and Social Standards, b. or IFC Performance Standards or c. Standards of similar development banks (ADB, IDB, AfDB, EBRD, EIB) or d. Equator Principles.
3. At least one reference must demonstrate experience with the World Bank Environmental and Social Standards and at least one reference must demonstrate experience with the IFC Performance Standards.
4. Each project reference must be completed after 2020. Personal project references must involve at least 10 working days of expert’s input.
5. Through the required minimum amount of 5 personal project references, the Team Coordinator must demonstrate experience in dealing with each of the following tasks at least once in the role of project coordinator/manager, showing his/her ability of covering the task. The 5 reference projects shall together demonstrate the expert’s experience regarding the following required tasks: a. Environmental and social appraisal, and b. Gap analysis of an Environmental and Social Impact Assessment with an Environmental and Social Action Plan. c. Project management experience gained in an environment characterised by a workflow with a high ratio of short-term environmental and social expert assignments within the project or program.

Environmental Experts

General professional experience of the Environmental Expert in dealing with tasks or in performing services of the tendered kind

The Expert must demonstrate that s/he has sufficient professional experience in providing services of the tendered kind in the past by company and positions and assigned tasks/responsibilities comparable to this assignment. This experience must satisfy all of the following minimum requirements:

1. Academic qualifications: Master’s Degree or a degree of equivalent level in studies with immediate relevance to the conduct of environmental assessments, such as: • Environmental or Agricultural Sciences, or • Natural Sciences, or, • Environmental Engineering, or • Geography, or • Ecology or • Related subjects.

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Fluent (written and spoken) in English, comparable to B2 or better, and all environmental experts combined must demonstrate fluency in French and Spanish.

Project experience of the Environmental Expert comparable to the tendered assignment

The expert must demonstrate that s/he has sufficient experience in providing services of the tendered kind in the past by executing reference projects comparable to this assignment for this and/or other purchasers. These project references must satisfy all of the following minimum requirements:

1. At least 8 project references need to be submitted; the maximum number of project references to be submitted is 15. If a proposal contains more than 15 project references only the first 15 well be considered for evaluation.
2. Each project must have been implemented in terms of one of the following standards: a. World Bank Environmental and Social Standards, or b. IFC Performance Standards or c. Standards of similar development banks (ADB, IDB, AfDB, EBRD, EIB) or d. Equator Principles.
3. At least one reference must demonstrate experience with the World Bank Environmental and Social Standards and at least one reference must demonstrate experience with the IFC Performance Standards.
4. Each project reference must be completed after 2020. Personal project references must involve at least 10 working days of expert’s input.
5. Through the required minimum amount of 8 personal project references, the expert must demonstrate experience in dealing with each of the following tasks at least once in the role of principle responsible, showing his or her ability of covering the task. The 8 reference projects must together demonstrate the expert’s experience regarding the following tasks: a. Environmental and social appraisal (environmental and natural resource protection aspects only), b. Gap analysis of an Environmental and Social Impact Assessment (environmental and resource protection aspects only). c. Experience with international finance institutions’ requirements towards environmental and social assessments, which are detailed in sustainability guidelines or frameworks of EPFI, DFI and any other European bilateral financing institution as KfW IPEX-Bank (https://www.kfw-ipex-ban k.de/Sustainability/Susta inability-Guideline-of-Kf W-IPEX-Bank/) and KfW Development Bank (https://www.kfw-entwickl ungsbank.de/PDF/Download- Center/PDF-Dokumente-Rich tlinien/Nachhaltigkeitsri chtlinie_EN.pdf).
6. Through the required minimum amount of 8 personal project references, the expert must demonstrate experience in an advisory role in the following areas: environmental and resource protection, developing and implementing environmental management plans, protecting neighbouring communities or areas with biodiversity values.
7. Knowledge of least five of the thirteen sectors as described in Sec. 3.2.4 of Form “Declarations concerning eligibility” and outlined below must be demonstrated by each of the environmental experts through the personal project references. Additionally, the individual expert must cover all five areas, while the expert group as a whole must cover all sectors in total. This is assessed in the matrix at a later stage: I. Energy (e.g. renewables, geothermal and thermal power) II. Infrastructure (e.g. roads, transmission lines, railways, pipelines, airports, harbours) III. Waste management (e.g. waste treatment plants, landfills) IV. Water supply and sanitation (irrigation, waste water treatment plants, sewage networks) V. Water resources (e.g. dams, desalination plants, water management) VI. Health care, education and basic services programmes VII. Agribusiness and agricultural programmes VIII. Emergency programmes, humanitarian aid IX. Conservation / Nature protection / Protected areas management X. Financial Intermediaries XI. Mining and extractives XII. Industrial facilities (e.g. cement, steel, refinery, automotive, petrochemical plants) XIII. Oil and gas (e.g. refineries, pipelines, terminals)

Team requirements of the Environmental Experts

1. Language skills: all environmental experts must be fluent in English, and all environmental experts combined must demonstrate fluency in French and Spanish (Pass/Fail).
2. Sector coverage: Knowledge of all sectors enlisted in Sec. 3.2.4 of Form “Declarations concerning eligibility” and outlined below must be demonstrated among the core team environmental experts (Pass/Fail).

Social Expert

General professional experience of the Social Expert in dealing with tasks or in performing services of the tendered kind

The Expert must demonstrate that s/he has sufficient professional experience in providing services of the tendered kind in the past by company andpositions and assigned tasks/responsibilities comparable to this assignment. This experience must satisfy all of the following minimum requirements:

1. Academic qualifications: Master’s Degree or a degree of equivalent level in studies with immediate relevance to the conduct of social assessments, such as • Anthropology, or • Ethnology, or • Sociology, or • Related subjects.
2. Fluent (written and spoken) in English, comparable to B2 or better, and all social experts combined must demonstrate fluency in French and Spanish.
3. At least 6 calender years of experience in an advisory role with project affected communities, development and implementation of resettlement plans and livelihood restauration plans, stakeholder and community engagement;
4. At least 3 calender years of experience in conducting social impact assessments and human rights assessments in projects funded by development banks or Equator Principles Financial Institutions;
5. At least 3 calender years of experience in implementing and monitoring social management plans for projects funded by development banks or Equator Principles Financial Institutions

Project experience of the Social Expert comparable to the tendered assignment

The expert must demonstrate that he or she has sufficient project experience in providing services of the tendered kind in the past by executing reference projects comparable to this assignment for this and/or other purchasers. These project references must satisfy all of the following minimum requirements:

1. At least 8 project references need to be submitted; the maximum number of project references to be submitted is 15. If a proposal contains more than 15 project references only the first 15 well be considered for evaluation.
2. Each project must have been implemented in terms of one of the following standards: a. World Bank Environmental and Social Standards, or b. IFC Performance Standards or c. Standards of similar development banks (ADB, IDB, AfDB, EBRD, EIB) or d. Equator Principles.
3. At least one reference must demonstrate experience with the World Bank Environmental and Social Standards and at least one

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reference must demonstrate experience with the IFC Performance Standards. 4. Each project reference must be completed after 2020. Personal project references must involve at least 10 working days of expert’s input. 5. Through the required minimum amount of 8 personal project references, the expert must demonstrate experience in dealing with each of the following tasks at least once in the role of principle responsible, showing his or her ability of covering the task. The 8 reference projects must together demonstrate the expert’s experience regarding the following tasks: a. Environmental and social appraisal (social and human rights aspects only), and b. Gap analysis of an Environmental and Social Impact Assessment (social and human rights aspects only). c. Resettlement and Livelihood Restauration management, and d. Employment and working conditions (ILO conventions). 6. Through the required minimum amount of 8 personal project references, the expert must demonstrate experience of the social risks and impacts including Human Rights Impact Assessment, employment and working conditions (ILO conventions) and social-economic conditions and livelihoods in the affected communities in at least five of the sectors listed in Sec. 3.2.4 of Form “Declarations concerning eligibility” and outlined below must be demonstrated by each of the social experts. Additionally, the individual expert must cover all five areas, while the expert group as a whole must cover all sectors in total. This is assessed in the matrix at a later stage:

I. Energy (e.g. renewables, geothermal and thermal power) II. Infrastructure (e.g. roads, transmission lines, railways, pipelines, airports, harbours) III. Waste management (e.g. waste treatment plants, landfills) IV. Water supply and sanitation (irrigation, waste water treatment plants, sewage networks) V. Water resources (e.g. dams, desalination plants, water management) VI. Health care, education and basic services programmes VII. Agribusiness and agricultural programmes VIII. Emergency programmes, humanitarian aid IX. Conservation / Nature protection / Protected areas management X. Financial Intermediaries XI. Mining and extractives XII. Industrial facilities (e.g. cement, steel, refinery, automotive, petrochemical plants) XIII. Oil and gas (e.g. refineries, pipelines, terminals)

Team requirements of the Social Experts combined

1. Language skills: all social experts must be fluent in English, and all social experts combined must demonstrate fluency in French and Spanish (Pass/Fail).
2. Sector coverage: Knowledge of all sectors as described in Sec. 3.2.4 of Form “Declarations concerning eligibility” must be demonstrated among the core team social experts (Pass/Fail).

Note: The following selection possibilies (No selection made/Yes/No) have been greyed purposely. No entries are necessary.

[ ] No selection made [ ] Yes [ ] No

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3.2.2 Proof of suitability [Mussangabe]

Maximalpunktzahl: 0 By ticking the appropriate box, I/we hereby expressly declare:

For the provision of the services put out to tender, I/we confirm that I/we have access to at least a total of 7 experts for the Core Team as proof of the professional experience and qualification mentioned in the minimum requirements.

I/We have completed the form ‘Declarations concerning eligibility’’ such as the "Short CVs of the Team Coordinator" "Short CVs of the Environmental Experts" and "Short CVs of the Social Expert" accordingly. I/We have attached the completed documents to the tender by uploading it in the Tender Assistant under the ‘Attachments’ tab.

[ ]

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3.3 Sufficient number of experts in the expert pool and their qualification

3.3.1 Performance criteria

Ausschlusskriterium The Tenderer (be he a single Tenderer or consortium) must have access to at least 19 experts who meet the profile and qualification requirements as follows:

Minimum requirements:

Expert Pool: o At least 2 Emissions and Pollution Control Experts o At least 4 Biodiversity Management Experts o At least 3 Resettlement and Community Relations Experts o At least 2 Indigenous Peoples Expert o At least 2 Cultural Heritage Expert o At least 6 Occupational Health and Safety Experts

The company must ensure by themselves that the following requirements are fulfilled.The minimum requirements depend solely on the number of experts.

1. A completed Master’s Degree or a degree of equivalent level in studies with immediate relevance to the proposed role in the assignment;
2. At least 6 years of experience in advisory roles in projects immediately related to environmental and social assessment or management and due diligence.
3. Demonstrated experience with the World Bank Environmental and Social Standards or the IFC Performance Standards.

Note: The following selection possibilies (No selection made/Yes/No) have been greyed purposely. No entries are necessary.

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[ ] No selection made [ ] Yes [ ] No

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3.3.2 Proof of suitability [Mussangabe]

Maximalpunktzahl: 0 By ticking the appropriate box, I/we hereby expressly declare:

For the provision of the services put out to tender, I/we confirm that I/we have access to access to a sufficient number of experts. I/we company must ensure by myself/ourselves that the profile and qualification requirements are fulfilled.The minimum requirements depend solely on the number of experts.

I/We have completed the form ‘Declarations concerning eligibility’’accordingly. I/We have attached the completed documents to the tender by uploading it in the Tender Assistant under the ‘Attachments’ tab.

[ ]

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4.1.1 Self Declaration [Mussangabe]

Has your company/ a member of your consortium violated its obligations concerning payment of taxes, duties, charges or social security contributions pursuant to the legal provisions of the country in which he has his registered office or place of residence?

(Please tick applicable check box)

[ ] No selection made (0) [ ] Yes (0) [ ] No (0)

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4.1.2 If answered yes please provide a full explanation: [Mussangabe]

If yes, please explain below:

4.1.3 Have "self-cleaning" measures been implemented? [Mussangabe]

If 1.2.1. was answered with a yes: Please provide the final judgements or the conclusive administrative decisions and please indicate, if you have effected the payment or have committed yourself to pay the taxes, duties, charges or social security contributions including interest, late payment and penalty fines.

4.2 Violation of prevailing environmental, social or employment-law obligations

4.2.1 Self Declaration [Mussangabe]

Has your company/ a member of a consortium been in violation of prevailing environmental, social or employment-law obligations when executing public contracts established by Union law, national law, collective agreements or by international law provisions?

[ ] No selection made (0) [ ] Yes (0) [ ] No (0)

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4.2.2 If answered yes, please provide a full explanation [Mussangabe]

Explain the violation in detail:

4.2.3 Have "self-cleaning" measures been implemented? [Mussangabe]

Have you taken „self-cleaning“ measures within the meaning of Section 125 of GWB (e. g. compensation for damages; active cooperation with investigative authorities and concerned contracting authorities; precise technical, organizational and personal measures suitable to prevent further offences or misconduct)?

If so, please explain below:

4.3 Bankruptcy, Insolvency, Liquidation

4.3.1 Self Declaration [Mussangabe]

Is your company/ a member of your consortium either bankrupt, or have insolvency proceedings been requested or initiated and the initiating of such proceedings has not been rejected due to insufficiency of assets?

Is your company/ a member of your consortium either in the process of liquidation or has it suspended its business activities?

(Please tick applicable check box)

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[ ] No selection made (0) [ ] Yes (0) [ ] No (0)

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4.3.2 If answered yes, please provide a full explanation [Mussangabe]

Please explain below:

4.4 Severe professional misconduct

4.4.1 Self Declaration [Mussangabe]

Has a person your company/ a member of your consortium is accountable, committed an act of severe professional misconduct within the scope of its employment, which renders the company’s integrity questionable?

(Please tick applicable check box)

[ ] No selection made (0) [ ] Yes (0) [ ] No (0)

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4.4.2 If answered yes, please provide a full explanation [Mussangabe]

Please explain below:

4.4.3 Have "self-cleaning" measures been implemented? [Mussangabe]

Has the company taken „self-cleaning“ measures within the meaning of Section 125 of GWB (e. g. compensation for damages; active cooperation with investigative authorities and concerned contracting authorities; precise technical, organizational and personal measures suitable to prevent further offences or misconduct)?

If so, please explain below:

5 Monitoring according to Regulation (EU) 2022/576 [Mussangabe]

According to Regulation (EU) 2022/576 it shall be prohibited to award any public contract to:

(a) a Russian national, or a natural or legal person, entity or body established in Russia;

(b) a legal person, entity or body whose proprietary rights are directly or indirectly owned for more than 50 % by an entity referred to in point (a) of this paragraph; or

(c) a natural or legal person, entity or body acting on behalf or at the direction of an entity referred to in point (a) or (b) of this paragraph,

including, where they account for more than 10 % of the contract value, subcontractors, suppliers or entities whose capacities are being relied on within the meaning of the public procurement Directives.

[ ] I herewith confirm, that neither my company (legal or natural person) respectively a company of the consortium (legal or natural person) represented by my company, nor a supplier or subcontractor (legal or natural person) appointed by my company respectively by a company of the consortium (legal or natural person) represented by my company, are concerned by the ban of Article 5k Regulation (EU) No 833/2014 (provision supplemented by Regulation (EU) 2022/576).

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6 Subcontractors

6.1 Declaration about the deployment of Subcontractors [Mussangabe]

Do you deploy subcontractors for the performance of the services?

[ ] No selection made (0) [ ] Yes (0) [ ] No (0)

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6.2 Further specifications concerning subcontractors

If you have answered the question with "yes":

Please specify

1. the nature and the scope of the tasks and portions of the services that are expected to be rendered by subcontractors
2. if already possible when tendering: Name/company of the subcontractor

Example:

1. Services rendered by the subcontracor: ... Name/company of the subcontractor: ...

2. Services rendered by the subcontracor: ... Name/company of the subcontractor: ...

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7 Reliance on the capacities of other entities

7.1 Declaration about the Reliance on other capacities [Mussangabe]

Do you rely on the capacities of other entities to prove your eligibility (reliance on the capacities of other entities)?

[ ] No selection made (0) [ ] Yes (0) [ ] No (0)

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7.2 Further specification concerning capacity reliance

If you have answered the question with "yes":

Please specify the other entity/entities, inform which services the other entity will pursue and indicate the capacities and the proof of eligibility of the other entity.

Example

1. Entity: ...

• Services pursued by the entity: ...
• Capacities and proof of eligibility: ...

2. ...

7.3 Commitment in the case of a capacity reliance

Do you have attached the commitment of entities in case of a reliance on the capacities of other entities for the subcontractors, whose capacities you rely on to prove your eligibility?

[ ] No selection made (0) [ ] Yes (0) [ ] No (0)

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8 Competition register

8.1 Request of a register summary by KfW

I am/We are aware that, provided the value of the tendered contract hits or exceeds EUR 30.000,-- including tax, KfW shall in accordance with paragraph 6 sec. 1 sentence 1 Competition Register Act (Wettbewerbsregistergeset z) request from the Federal Cartel Office (Bundeskartellamt) if the competition register contains entries concerning the tenderer with whom KfW intends to conclude the contract. The entries in the competition register may concern both natural persons (e.g. personal undertakings) and legal persons.

8.2 Name of the register

Please enter the name of the german or foreign professional, trade, association, partnership or comparable official register your entity is registered.

8.3 Number of the register

Please enter the number of the register of the indicated german or foreign register your entity is registered.

8.4 Authority of the register

Please enter the authority (court / administration / agency), that keeps the register.

8.5 Postal address of the tenderers registered office

Please enter the street name, house number and postcode (no postbox!) as well as city and country of your registered office.

8.6 Value Added Tax ID

Please enter the Value Added Tax ID of your entity (if applicable).

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KRITERIENKATALOG 07.08.2026

Ausschreibung

Verfahren: KfW-2026-0023 - Environmental and Social Consulting Services for E&S Experts

EIGNUNGSKRITERIEN

1 Contact person + contact details [Mussangabe]

Please indicate a contact person including contact details (phone) for any queries concerning the tender procedure. We also ask you to provide a general e-mail address and general phone number of your company. The e-mail address and phone number must not allow any conclusions to be drawn about personal data (e.g. names) and will be published in the contract award notice with regard to the winning bidder.

2.1.1 Performance criteria

Ausschlusskriterium The tenderer / candidate must have a minimumnet annual turnover of at least 1.500.000 EUR in each of the last three closed calendar years.

Note: The following selection possibilies (No selection made/Yes/No) have been greyed purposely. No entries are necessary.

[ ] No selection made [ ] Yes [ ] No

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2.1.2 Proof of suitability [Mussangabe]

Maximalpunktzahl: 0 By ticking the relevant box, I/we expressly declare:

For the provision of the service put out to tender, I/we will provide evidence that the net annual turnover amounted to at least EUR 1,500,000 in each of the last three closed calendar years.

I/We have stated the amounts for the three closed calendar years in the ‘Declarations concerning eligibility’ form. I/We have attached the completed document to the tender by uploading it to the Tender Assistant under the ‘Attachments’ tab.

[ ]

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3.1.1 Perfomance criteria

Ausschlusskriterium The Tenderer has access to minimum 50 experts working in the E&S sector, of which 90% of the employees working in the E&S workflow (part-time and/or full-time) are permanently employed in the company. The distribution should be balanced in the sense of being diversified and reasonably even across experience levels and education degrees, without any single category being disproportionately represented.

Minimum requirement: workforce of E&S experts = 90% permanently employed.

Tenderers are requested to fully populate the form “List of Available Personnel” to demonstrate fulfilment of above requirements. Tenderers which fail to demonstrate access to such workforce in the required quantities will be excluded from the tender procedure.

NOTE: The following selection options (No selection made/Yes/No) have been greyed out deliberately. No entries are required.

[ ] Keine Angabe [ ] Ja [ ] Nein

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3.1.2 Proof of suitability [Mussangabe]

Maximalpunktzahl: 0 By ticking the appropriate box, I/we hereby expressly declare:

For the provision of the services put out to tender, I/we confirm that I/we have access to at least 50 experts working in the E&S sector, of whom 90 per cent of the employees working in the E&S workflow (part-time and/or full-time) are permanently employed by the company.

I/We have completed the ‘List of Available Personnel’ form accordingly. I/We have attached the completed document to the tender by uploading it in the Tender Assistant under the ‘Attachments’ tab.

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[ ]

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3.2 Qualification of the Core Team Members

3.2.1 Performance criteria

Ausschlusskriterium Enough sufficiently qualified experts responsible for the execution of the contract, namely:

Minimum requirements: Total of at least 7 experts for the Core Team, of which • For the role of Team Coordinator: 1 expert meeting the following minimum requirements (see below) • For the role of Environmental Expert: at least 3 experts meeting the following minimum requirements (see below) • For the role of Social Expert: at least 3 experts meeting the following minimum requirements (see below)

Team Coordinator

General professional experience of the Team Coordinator in dealing with tasks or in performing services of the tendered kind

The Team Coordinator must demonstrate that s/he has sufficient professional experience in providing services of the tendered kind in the past by company and positions and assigned tasks/responsibilities comparable to this assignment. This experience must satisfy all of the following minimum requirements:

1. Academic qualifications: Master’s Degree or a degree of equivalent level in studies with immediate relevance to the conduct of environmental and social assessments, such as: • Environmental or Agricultural Sciences, or • Natural Sciences, or • Environmental Engineering, or • Anthropology, or • Ethnology, or • Geography, or • Related subjects.

2. At least fluent (written and spoken) in English comparable to C1 level;

3. At least 5 calendar years of experience evidenced through company and position and tasks/responsibilities in responsibly directing and managing international projects immediately related to environmental and social assessment or management and due diligence; projects do not have to have a minimum or maximum duration for consideration;

4. At least 5 calendar years of experience evidenced through company and position and tasks/responsibilities in managing and supervising quality control measures with regards to environmental and social assessments funded by development banks or Equator Principles Financial Institutions (such as World Bank, ADB, AfDB, IDB, AFD, KfW, IFC, DEG, FMO, CDC, Proparco and similar development banks or Equator Principles Financial Institutions - see www.equator–principles.co m), Financial Intermediaries or Public Sector Partners and Institutions.

Project experience of the Team Coordinator comparable to the tendered assignment

The Team Coordinator must demonstrate that s/he has sufficient experience in providing services of the tendered kind in the past by executing reference projects comparable to this assignment for this and/or other purchasers. These project references must satisfy all of the following minimum requirements:

1. At least 5 project references need to be submitted; the maximum number of project references to be submitted is 10. If a proposal contains more than 10 project references only the first 10 well be considered for evaluation.
2. Each project must have been implemented in terms of one of the following standards: a. World Bank Environmental and Social Standards, b. or IFC Performance Standards or c. Standards of similar development banks (ADB, IDB, AfDB, EBRD, EIB) or d. Equator Principles.
3. At least one reference must demonstrate experience with the World Bank Environmental and Social Standards and at least one reference must demonstrate experience with the IFC Performance Standards.
4. Each project reference must be completed after 2020. Personal project references must involve at least 10 working days of expert’s input.
5. Through the required minimum amount of 5 personal project references, the Team Coordinator must demonstrate experience in dealing with each of the following tasks at least once in the role of project coordinator/manager, showing his/her ability of covering the task. The 5 reference projects shall together demonstrate the expert’s experience regarding the following required tasks: a. Environmental and social appraisal, and b. Gap analysis of an Environmental and Social Impact Assessment with an Environmental and Social Action Plan. c. Project management experience gained in an environment characterised by a workflow with a high ratio of short-term environmental and social expert assignments within the project or program.

Environmental Experts

General professional experience of the Environmental Expert in dealing with tasks or in performing services of the tendered kind

The Expert must demonstrate that s/he has sufficient professional experience in providing services of the tendered kind in the past by company and positions and assigned tasks/responsibilities comparable to this assignment. This experience must satisfy all of the following minimum requirements:

1. Academic qualifications: Master’s Degree or a degree of equivalent level in studies with immediate relevance to the conduct of environmental assessments, such as: • Environmental or Agricultural Sciences, or • Natural Sciences, or, • Environmental Engineering, or • Geography, or • Ecology or • Related subjects.

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Fluent (written and spoken) in English, comparable to B2 or better, and all environmental experts combined must demonstrate fluency in French and Spanish.

Project experience of the Environmental Expert comparable to the tendered assignment

The expert must demonstrate that s/he has sufficient experience in providing services of the tendered kind in the past by executing reference projects comparable to this assignment for this and/or other purchasers. These project references must satisfy all of the following minimum requirements:

1. At least 8 project references need to be submitted; the maximum number of project references to be submitted is 15. If a proposal contains more than 15 project references only the first 15 well be considered for evaluation.
2. Each project must have been implemented in terms of one of the following standards: a. World Bank Environmental and Social Standards, or b. IFC Performance Standards or c. Standards of similar development banks (ADB, IDB, AfDB, EBRD, EIB) or d. Equator Principles.
3. At least one reference must demonstrate experience with the World Bank Environmental and Social Standards and at least one reference must demonstrate experience with the IFC Performance Standards.
4. Each project reference must be completed after 2020. Personal project references must involve at least 10 working days of expert’s input.
5. Through the required minimum amount of 8 personal project references, the expert must demonstrate experience in dealing with each of the following tasks at least once in the role of principle responsible, showing his or her ability of covering the task. The 8 reference projects must together demonstrate the expert’s experience regarding the following tasks: a. Environmental and social appraisal (environmental and natural resource protection aspects only), b. Gap analysis of an Environmental and Social Impact Assessment (environmental and resource protection aspects only). c. Experience with international finance institutions’ requirements towards environmental and social assessments, which are detailed in sustainability guidelines or frameworks of EPFI, DFI and any other European bilateral financing institution as KfW IPEX-Bank (https://www.kfw-ipex-ban k.de/Sustainability/Susta inability-Guideline-of-Kf W-IPEX-Bank/) and KfW Development Bank (https://www.kfw-entwickl ungsbank.de/PDF/Download- Center/PDF-Dokumente-Rich tlinien/Nachhaltigkeitsri chtlinie_EN.pdf).
6. Through the required minimum amount of 8 personal project references, the expert must demonstrate experience in an advisory role in the following areas: environmental and resource protection, developing and implementing environmental management plans, protecting neighbouring communities or areas with biodiversity values.
7. Knowledge of least five of the thirteen sectors as described in Sec. 3.2.4 of Form “Declarations concerning eligibility” and outlined below must be demonstrated by each of the environmental experts through the personal project references. Additionally, the individual expert must cover all five areas, while the expert group as a whole must cover all sectors in total. This is assessed in the matrix at a later stage: I. Energy (e.g. renewables, geothermal and thermal power) II. Infrastructure (e.g. roads, transmission lines, railways, pipelines, airports, harbours) III. Waste management (e.g. waste treatment plants, landfills) IV. Water supply and sanitation (irrigation, waste water treatment plants, sewage networks) V. Water resources (e.g. dams, desalination plants, water management) VI. Health care, education and basic services programmes VII. Agribusiness and agricultural programmes VIII. Emergency programmes, humanitarian aid IX. Conservation / Nature protection / Protected areas management X. Financial Intermediaries XI. Mining and extractives XII. Industrial facilities (e.g. cement, steel, refinery, automotive, petrochemical plants) XIII. Oil and gas (e.g. refineries, pipelines, terminals)

Team requirements of the Environmental Experts

1. Language skills: all environmental experts must be fluent in English, and all environmental experts combined must demonstrate fluency in French and Spanish (Pass/Fail).
2. Sector coverage: Knowledge of all sectors enlisted in Sec. 3.2.4 of Form “Declarations concerning eligibility” and outlined below must be demonstrated among the core team environmental experts (Pass/Fail).

Social Expert

General professional experience of the Social Expert in dealing with tasks or in performing services of the tendered kind

The Expert must demonstrate that s/he has sufficient professional experience in providing services of the tendered kind in the past by company andpositions and assigned tasks/responsibilities comparable to this assignment. This experience must satisfy all of the following minimum requirements:

1. Academic qualifications: Master’s Degree or a degree of equivalent level in studies with immediate relevance to the conduct of social assessments, such as • Anthropology, or • Ethnology, or • Sociology, or • Related subjects.
2. Fluent (written and spoken) in English, comparable to B2 or better, and all social experts combined must demonstrate fluency in French and Spanish.
3. At least 6 calender years of experience in an advisory role with project affected communities, development and implementation of resettlement plans and livelihood restauration plans, stakeholder and community engagement;
4. At least 3 calender years of experience in conducting social impact assessments and human rights assessments in projects funded by development banks or Equator Principles Financial Institutions;
5. At least 3 calender years of experience in implementing and monitoring social management plans for projects funded by development banks or Equator Principles Financial Institutions

Project experience of the Social Expert comparable to the tendered assignment

The expert must demonstrate that he or she has sufficient project experience in providing services of the tendered kind in the past by executing reference projects comparable to this assignment for this and/or other purchasers. These project references must satisfy all of the following minimum requirements:

1. At least 8 project references need to be submitted; the maximum number of project references to be submitted is 15. If a proposal contains more than 15 project references only the first 15 well be considered for evaluation.
2. Each project must have been implemented in terms of one of the following standards: a. World Bank Environmental and Social Standards, or b. IFC Performance Standards or c. Standards of similar development banks (ADB, IDB, AfDB, EBRD, EIB) or d. Equator Principles.
3. At least one reference must demonstrate experience with the World Bank Environmental and Social Standards and at least one

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reference must demonstrate experience with the IFC Performance Standards. 4. Each project reference must be completed after 2020. Personal project references must involve at least 10 working days of expert’s input. 5. Through the required minimum amount of 8 personal project references, the expert must demonstrate experience in dealing with each of the following tasks at least once in the role of principle responsible, showing his or her ability of covering the task. The 8 reference projects must together demonstrate the expert’s experience regarding the following tasks: a. Environmental and social appraisal (social and human rights aspects only), and b. Gap analysis of an Environmental and Social Impact Assessment (social and human rights aspects only). c. Resettlement and Livelihood Restauration management, and d. Employment and working conditions (ILO conventions). 6. Through the required minimum amount of 8 personal project references, the expert must demonstrate experience of the social risks and impacts including Human Rights Impact Assessment, employment and working conditions (ILO conventions) and social-economic conditions and livelihoods in the affected communities in at least five of the sectors listed in Sec. 3.2.4 of Form “Declarations concerning eligibility” and outlined below must be demonstrated by each of the social experts. Additionally, the individual expert must cover all five areas, while the expert group as a whole must cover all sectors in total. This is assessed in the matrix at a later stage:

I. Energy (e.g. renewables, geothermal and thermal power) II. Infrastructure (e.g. roads, transmission lines, railways, pipelines, airports, harbours) III. Waste management (e.g. waste treatment plants, landfills) IV. Water supply and sanitation (irrigation, waste water treatment plants, sewage networks) V. Water resources (e.g. dams, desalination plants, water management) VI. Health care, education and basic services programmes VII. Agribusiness and agricultural programmes VIII. Emergency programmes, humanitarian aid IX. Conservation / Nature protection / Protected areas management X. Financial Intermediaries XI. Mining and extractives XII. Industrial facilities (e.g. cement, steel, refinery, automotive, petrochemical plants) XIII. Oil and gas (e.g. refineries, pipelines, terminals)

Team requirements of the Social Experts combined

1. Language skills: all social experts must be fluent in English, and all social experts combined must demonstrate fluency in French and Spanish (Pass/Fail).
2. Sector coverage: Knowledge of all sectors as described in Sec. 3.2.4 of Form “Declarations concerning eligibility” must be demonstrated among the core team social experts (Pass/Fail).

Note: The following selection possibilies (No selection made/Yes/No) have been greyed purposely. No entries are necessary.

[ ] No selection made [ ] Yes [ ] No

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3.2.2 Proof of suitability [Mussangabe]

Maximalpunktzahl: 0 By ticking the appropriate box, I/we hereby expressly declare:

For the provision of the services put out to tender, I/we confirm that I/we have access to at least a total of 7 experts for the Core Team as proof of the professional experience and qualification mentioned in the minimum requirements.

I/We have completed the form ‘Declarations concerning eligibility’’ such as the "Short CVs of the Team Coordinator" "Short CVs of the Environmental Experts" and "Short CVs of the Social Expert" accordingly. I/We have attached the completed documents to the tender by uploading it in the Tender Assistant under the ‘Attachments’ tab.

[ ]

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3.3 Sufficient number of experts in the expert pool and their qualification

3.3.1 Performance criteria

Ausschlusskriterium The Tenderer (be he a single Tenderer or consortium) must have access to at least 19 experts who meet the profile and qualification requirements as follows:

Minimum requirements:

Expert Pool: o At least 2 Emissions and Pollution Control Experts o At least 4 Biodiversity Management Experts o At least 3 Resettlement and Community Relations Experts o At least 2 Indigenous Peoples Expert o At least 2 Cultural Heritage Expert o At least 6 Occupational Health and Safety Experts

The company must ensure by themselves that the following requirements are fulfilled.The minimum requirements depend solely on the number of experts.

1. A completed Master’s Degree or a degree of equivalent level in studies with immediate relevance to the proposed role in the assignment;
2. At least 6 years of experience in advisory roles in projects immediately related to environmental and social assessment or management and due diligence.
3. Demonstrated experience with the World Bank Environmental and Social Standards or the IFC Performance Standards.

Note: The following selection possibilies (No selection made/Yes/No) have been greyed purposely. No entries are necessary.

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[ ] No selection made [ ] Yes [ ] No

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3.3.2 Proof of suitability [Mussangabe]

Maximalpunktzahl: 0 By ticking the appropriate box, I/we hereby expressly declare:

For the provision of the services put out to tender, I/we confirm that I/we have access to access to a sufficient number of experts. I/we company must ensure by myself/ourselves that the profile and qualification requirements are fulfilled.The minimum requirements depend solely on the number of experts.

I/We have completed the form ‘Declarations concerning eligibility’’accordingly. I/We have attached the completed documents to the tender by uploading it in the Tender Assistant under the ‘Attachments’ tab.

[ ]

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4.1.1 Self Declaration [Mussangabe]

Has your company/ a member of your consortium violated its obligations concerning payment of taxes, duties, charges or social security contributions pursuant to the legal provisions of the country in which he has his registered office or place of residence?

(Please tick applicable check box)

[ ] No selection made (0) [ ] Yes (0) [ ] No (0)

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4.1.2 If answered yes please provide a full explanation: [Mussangabe]

If yes, please explain below:

4.1.3 Have "self-cleaning" measures been implemented? [Mussangabe]

If 1.2.1. was answered with a yes: Please provide the final judgements or the conclusive administrative decisions and please indicate, if you have effected the payment or have committed yourself to pay the taxes, duties, charges or social security contributions including interest, late payment and penalty fines.

4.2 Violation of prevailing environmental, social or employment-law obligations

4.2.1 Self Declaration [Mussangabe]

Has your company/ a member of a consortium been in violation of prevailing environmental, social or employment-law obligations when executing public contracts established by Union law, national law, collective agreements or by international law provisions?

[ ] No selection made (0) [ ] Yes (0) [ ] No (0)

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4.2.2 If answered yes, please provide a full explanation [Mussangabe]

Explain the violation in detail:

4.2.3 Have "self-cleaning" measures been implemented? [Mussangabe]

Have you taken „self-cleaning“ measures within the meaning of Section 125 of GWB (e. g. compensation for damages; active cooperation with investigative authorities and concerned contracting authorities; precise technical, organizational and personal measures suitable to prevent further offences or misconduct)?

If so, please explain below:

4.3 Bankruptcy, Insolvency, Liquidation

4.3.1 Self Declaration [Mussangabe]

Is your company/ a member of your consortium either bankrupt, or have insolvency proceedings been requested or initiated and the initiating of such proceedings has not been rejected due to insufficiency of assets?

Is your company/ a member of your consortium either in the process of liquidation or has it suspended its business activities?

(Please tick applicable check box)

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[ ] No selection made (0) [ ] Yes (0) [ ] No (0)

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4.3.2 If answered yes, please provide a full explanation [Mussangabe]

Please explain below:

4.4 Severe professional misconduct

4.4.1 Self Declaration [Mussangabe]

Has a person your company/ a member of your consortium is accountable, committed an act of severe professional misconduct within the scope of its employment, which renders the company’s integrity questionable?

(Please tick applicable check box)

[ ] No selection made (0) [ ] Yes (0) [ ] No (0)

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4.4.2 If answered yes, please provide a full explanation [Mussangabe]

Please explain below:

4.4.3 Have "self-cleaning" measures been implemented? [Mussangabe]

Has the company taken „self-cleaning“ measures within the meaning of Section 125 of GWB (e. g. compensation for damages; active cooperation with investigative authorities and concerned contracting authorities; precise technical, organizational and personal measures suitable to prevent further offences or misconduct)?

If so, please explain below:

5 Monitoring according to Regulation (EU) 2022/576 [Mussangabe]

According to Regulation (EU) 2022/576 it shall be prohibited to award any public contract to:

(a) a Russian national, or a natural or legal person, entity or body established in Russia;

(b) a legal person, entity or body whose proprietary rights are directly or indirectly owned for more than 50 % by an entity referred to in point (a) of this paragraph; or

(c) a natural or legal person, entity or body acting on behalf or at the direction of an entity referred to in point (a) or (b) of this paragraph,

including, where they account for more than 10 % of the contract value, subcontractors, suppliers or entities whose capacities are being relied on within the meaning of the public procurement Directives.

[ ] I herewith confirm, that neither my company (legal or natural person) respectively a company of the consortium (legal or natural person) represented by my company, nor a supplier or subcontractor (legal or natural person) appointed by my company respectively by a company of the consortium (legal or natural person) represented by my company, are concerned by the ban of Article 5k Regulation (EU) No 833/2014 (provision supplemented by Regulation (EU) 2022/576).

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6 Subcontractors

6.1 Declaration about the deployment of Subcontractors [Mussangabe]

Do you deploy subcontractors for the performance of the services?

[ ] No selection made (0) [ ] Yes (0) [ ] No (0)

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6.2 Further specifications concerning subcontractors

If you have answered the question with "yes":

Please specify

1. the nature and the scope of the tasks and portions of the services that are expected to be rendered by subcontractors
2. if already possible when tendering: Name/company of the subcontractor

Example:

1. Services rendered by the subcontracor: ... Name/company of the subcontractor: ...

2. Services rendered by the subcontracor: ... Name/company of the subcontractor: ...

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7 Reliance on the capacities of other entities

7.1 Declaration about the Reliance on other capacities [Mussangabe]

Do you rely on the capacities of other entities to prove your eligibility (reliance on the capacities of other entities)?

[ ] No selection made (0) [ ] Yes (0) [ ] No (0)

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7.2 Further specification concerning capacity reliance

If you have answered the question with "yes":

Please specify the other entity/entities, inform which services the other entity will pursue and indicate the capacities and the proof of eligibility of the other entity.

Example

1. Entity: ...

• Services pursued by the entity: ...
• Capacities and proof of eligibility: ...

2. ...