PROCUREMENT CONTRACT no 3-9/4543-1
Contract section reference number 284219 001 000 000
Data Catalogue license
The Health and Welfare Information Systems Centre (hereinafter referred to as the purchaser),
registration code 70009770, address Pärnu mnt 132, 11317 Tallinn, represented by the Director
Margus Arm based on the Statutes, and
Simplity s.r.o., (hereinafter seller), registry code 29044928, address Sokolovska 270/201,
Vysočany, 19000 Praha 9, represented by executive director Petr Mahdaliček
hereinafter jointly or separately referred to as party or parties, have signed this procurement
contract (hereinafter contract) as follows:
1. Purpose and subject matter of the contract
1.1. The purpose of the contract to be signed based on the public procurement "Data Catalogue
license" (public procurement reference number 284219) organised by the contracting entity,
is to purchase a data catalogue license (hereinafter item).
1.2. The subject matter of the contract are the data catalogue license with product support. A
more specific description of the subject matter of contract is included in the technical
specification.
1.3. The subject matter of the contract also includes services associated with the software usage
licenses, which are included in the price of the subject matter of the procurement. Product
support for the use license includes support from the provider, the content of which is fixed
in the technical specifications. The seller also offers software consultation following
requests.
1.4. The contract enters into effect at the time of signing, and will remain in effect till 31.12.2026.
1.5. The contract is funded by European Commission (DI-g-22-22.01 Direct grant to Member
States: for setting up services by Health Data Access Bodies - Secondary use of health data)
from project EST2EHDS.
2. General conditions
2.1. All annexes and basic procurement documents, as well as the tender submitted by the
vendor in the procurement procedure and written notices between the parties, which are not
separately signed as annexes to the contract, shall be deemed to be integral parts thereof.
2.2. Contract performance is based on the call for tenders included in the procurement, and the
tender.
2.3. The parties shall cooperate in the performance of the contract and in achieving its objectives.
The parties undertake to make all necessary efforts to perform the contract in due time and
as agreed.
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2.4. The vendor confirms that it is the reseller of the subject matter of the contract and that the
performance of the contract will not prejudice the rights and interests of third parties and
that there are no circumstances precluding the vendor's rights to conclude the contract.
2.5. By signing the contract, the vendor confirms its ability to deliver the quantities of items on
time according to the agreement.
2.6. From the moment of delivery of the item, the right of use of the item shall vest in the
purchaser under the conditions set out in the contract. The purchaser may use the item on
the territory of the Republic of Estonia for as long as the contract is valid.
2.7. The moment of transfer of ownership of the subject matter of the contract is the moment
the item is made available for use to the purchaser.
3. Rights and obligations of the parties
3.1. The vendor undertakes to:
3.1.1. sell the items on the terms agreed in the contract;
3.1.2. offer consultation, the volume of which is agreed in a separate order and which is
separately paid;
3.1.3. provide product support in accordance with the technical specifications;
3.1.4. cooperate with third parties in view of the purchaser's needs (e.g., business customer,
etc.);
3.1.5. communicate without delay any circumstance preventing the proper performance of
the contract;
3.1.6. deliver the items free of charge within the Republic of Estonia in accordance with the
provisions of the contract;
3.1.7. install the items according to the contract and technical specifications;
3.1.8. declare, in a form which can be reproduced in writing, any interests which may give rise
to a conflict of interest in the course of performance of the contract.
3.2. The vendor is entitled to:
3.2.1. receive remuneration for the performance of the contract to the extent and in the
manner agreed in the contract;
3.2.2.to use subcontractors in the performance of the contract. The vendor shall be liable to
the purchaser for the acts and omissions of subcontractors;
3.2.3. assign the right to invoice to a third party without entering into any amendment to the
contract, provided that it has given notice to that effect to the purchaser.
3.3. The purchaser undertakes to:
3.3.1. take delivery of the item at the agreed time;
3.3.2. notify the vendor immediately of any circumstances preventing acceptance of the item;
3.3.3. pay for the goods received to the extent and in the manner agreed.
3.4. The purchaser is entitled to:
3.4.1. check at any time the performance of the contract and to give the vendor any
instructions which are mandatory for that purpose;
3.4.2.refuse to pay, in whole or in part, if the vendor fails to perform properly under the terms
of the contract and the vendor's breach is not objectively justified;
3.4.3. involve other public authorities in the performance of the contract, in the provision of
information, in the role of payer and/or in the role of quality control. Involvement of a
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third party by the purchaser shall not be considered as a modification of the contract
within the meaning of the Public Procurement Act..
4. Contract performance
4.1. Request for a consultation
4.1.1. The purchaser shall submit a request to the sellers contractual contact persons e-mail in
a format which can be reproduced in writing.
4.1.2.The order request is confirmed by the seller within 3 working days.
4.1.3. The seller notifies by e-mail the contractual contact of the purchaser within the next
working day of receiving the request.
4.2. Provision of product support service related to usage licenses
4.2.1.Product support issues may be addressed directly to the manufacturer's customer
support via the user enquiries portal at https://accurity.freshdesk.com/ or by telephone
listed +420 777 636 471 in the contacts the regional helpline.
4.3. Item delivery and acceptance
4.3.1. The vendor will deliver to the purchaser an item of quality, quantity and other attributes
according to the contract. The item's attributes not set out in the contract must be of at
least average quality and according to expectations normal for similar items.
4.3.2.The vendor undertakes to deliver the item in full within the 14 days after signing the
contract, in the location and in the manner specified in the purchaser's technical
description. As an exception connections which don’t have an effect on using the base
functionality of the data catalogue can be delivered within 90 calendar days after
signing the contract.
4.3.3. The item shall be delivered means of an act of delivery and acceptance (hereinafter
referred to as the act) signed by the vendor; the purchaser shall sign the act in order to
accept the item if the purchaser has no objections to the item handed over. The act must
be signed within a reasonable time.
4.3.4.If the item delivered does not comply with the contract, the purchaser has the right to
refuse to accept the item and to grant the vendor an additional period for the proper
performance of the contract.
4.3.5. By signing the act, the vendor submits to the purchaser all ownership rights of the item
according to the contract.
5. Contract value
5.1. The purchaser shall pay the seller for the license on the basis of the total cost specified in the
Tender 168 411,00 EUR (one hundred and sixty-eight thousand four hundred and eleven
euros) excluding VAT (hereinafter referred to as the contract price).
5.2. The contract price includes the contract item, its delivery, installation and setting up for
operation, as well as product support service.
5.3. The purchaser shall pay for the requested consultation on the basis of one working hour.
Based on the tender, the cost of an hour of work is 85 (eighty-five euros) EUR exclusive of
VAT.
5.4. The purchaser shall pay for the item after signing the act of delivery and acceptance and
receiving an invoice based on the act.
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5.5. The invoice shall be submitted to the purchaser as an e-invoice. The invoice shall indicate the
title of the procurement, the number of the contract and the details of the contact person.1
5.6. The vendor shall provide an invoice payment deadline of no less than 21 calendar days from
invoice receipt.
6. Intellectual property
6.1. By signing the contract, the vendor confirms that it owns the intellectual property rights to
the item necessary for the performance of the contract and for the assignment of the rights
to the buyer, and that no third party has any rights or claims to them.
6.2. The fee for the assignment of the economic usage rights to the intellectual property shall be
included in the price of the contract.
6.3. The vendor warrants that the moral rights of the author are exercisable without consent of
the vendor, inter alia to the following extent:
6.3.1. the purchaser is entitled to use the item for any purpose and in any way;
6.3.2.the purchaser, or third parties commissioned by the purchaser, shall be entitled to make
modifications to and additions to the items transferred;
6.3.3. the purchaser or third parties commissioned by the purchaser shall be entitled to modify
the item or to add to the item things created by the purchaser or third parties;
6.3.4.by transferring the item to the purchaser, the vendor confirms that the item is ready for
general publication.
6.4. The vendor is obliged to ensure the existence and validity of intellectual property rights (in
particular copyright) during the time the contract is valid.
6.5. The vendor undertakes to settle any disputes arising from intellectual property rights in
connection with the contractual services with third parties or with its employees or
collaborators. In the event that the foregoing gives rise to a financial or other obligation on
the part of the purchaser, or in the event that the purchaser is obliged to discontinue the use
of the goods purchased under the contract, the purchaser shall be entitled to require the
vendor to fulfil the resulting financial or other obligation and/or to sell an equivalent item
without further payment within the shortest possible period, refraining from any delays in
the purchaser's work, commissioning and use of the item by the purchaser.
6.6. Any direct or indirect loss or damage suffered by the purchaser as a result of any third party
having or claiming to have any proprietary or non-proprietary intellectual property rights in
the IPRs transferred under the contract shall be borne by the vendor.
6.7. The rights and licences described in this sub-chapter shall be deemed to have been finally
transferred to the purchaser upon acceptance of the item as certified by the act.
7. Warranty
7.1. The contractor provides a warranty for the service provided on the basis of the public
contract for the duration of the contract. The warranty is valid starting from acceptance of
services by the contracting authority.
7.2. The warranty covers all errors and non-conformities that appear in the provision of the
service during the warranty period that did not arise as a result of the actions of the
contracting authority or third parties.
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Foreign tenderers may submit an invoice in pdf format at
[email protected] if e-invoicing is not possible.
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7.3. The contractor eliminates errors and non-conformities that occurred during the service
provision free of charge during the validity of the warranty, including updating or replacing
all related documents.
7.4. If possible, the contracting authority determines the level of criticality of the error or
whether it is another defect covered by the warranty obligation, and may set a deadline for
the elimination of the error.
7.5. The response and resolving time starts from the moment the contracting authority sends
out the relevant notification.
7.6. The errors must be resolved within the time set out in the terms of annex 1 (Technical
specification).
7.7. The contracting authority ensures the contractor assistance in eliminating errors covered
by the warranty obligation within the limits of the contracting authority's capabilities and
possibilities.
7.8. If the contractor is not able to eliminate the errors by the agreed deadline, the contracting
authority has the right to claim compensation from the contractor for all costs incurred in
connection with the error and the elimination of the error, if it was an error covered by the
warranty.
8. Confidentiality
8.1. The parties undertake mutually to keep secret and not to disclose to third parties any
information considered confidential, which has been obtained from the other party in the
course of the performance of the contract or otherwise or accidentally.
8.2. The vendor must take organisational, physical and IT security measures to protect personal
data and the purchaser's information systems in accordance, inter alia, with applicable
legislation. The vendor cannot use real and personalized data in development environments.
8.3. In the event that the processing of personal data becomes necessary within the framework
of the performance of the contract, the parties shall agree on the terms and conditions of the
processing of personal data in a personal data processing contract2, guided by article 28 of
the GDPR.
8.4. Confidential information is any information (including trade secrets, personal data, contract
data, information systems, security system specifications, hardware and software
specifications, tenders, technologies used, specifications, etc.) obtained in connection with
the performance of the contract, the disclosure of which to third parties could expose the
parties to security risks or economic damage or breach the privacy of third parties (in
particular the purchaser's customers). In the event of doubt, the information shall be
presumed to be confidential.
8.5. Confidential information is not information the disclosure of which is required by law or
which the parties have agreed to disclose.
8.6. The vendor shall not engage in public relations in relation to the contract and shall not make
any announcements to the press, electronic media, the general public or other audiences,
except with the prior written consent of the purchaser.
8.7. The parties may communicate confidential information only to those persons who are
involved in the performance of the contract and shall ensure that these persons are aware of
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Regulation (EU) 2016/679 of the European Parliament and of the Council.
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the obligation of confidentiality. The parties shall require such persons to comply with this
obligation unconditionally and without time limit.
8.8. The parties shall not use any confidential information, which has come to their knowledge in
the course of the performance of the contract, for their own benefit or for any other purpose
than the performance of the contract.
8.9. The vendor is aware that the contracts and agreements are public, except for those parts
which have been designated for internal use under the Public Information Act or marked by
the vendor as trade secrets.
8.10. In the event of a breach of confidentiality, the vendor undertakes to compensate the
purchaser or any third party for any loss or damage suffered by the purchaser or the third
party as a result of such breach, irrespective of whether the breach occurred during the term
of the contract or after the termination of the contractual obligations.
8.11.The obligation of confidentiality shall apply indefinitely.
9. Liability
9.1. Each party is liable for breach of its contractual obligation, unless the breach is excusable due
to force majeure or other objective circumstances. The burden of proof of existence of such
circumstances lies on the party wishing to rely on them.
9.2. Each party shall be liable for any breach of its contractual obligations resulting from the
actions of persons the party has involved in the performance of the contract.
9.3. Parties shall not be liable for any breach of their contractual obligations resulting from the
breach of obligations of the other party or from the acts or omissions of third parties. If the
purchaser delays the performance of its obligations and the vendor is unable to perform its
obligations in due time, the time for delivery of the goods shall be extended by the
corresponding period. The burden of proof of existence of such circumstances lies on the
party wishing to rely on them.
9.4. In the event of a breach of obligation, the other party shall be entitled to exercise all legal
remedies available under the law or the contract in accordance with the Law of Obligations
Act.
9.5. The total financial liability of the parties shall be limited to the total amount of the contract,
but this limitation shall not apply in the event of a culpable breach, including a culpable
breach of intellectual property or data protection obligations.
9.6. In the event of late payment of the fee, the vendor is entitled to claim late fees for the amount
due for the specific item at the rate provided for in the Law of Obligations Act for each
calendar day of late payment. The maximum rate of late fees shall be 25% of the total
amount due for the specific item. The claim for late fees must be signed.
9.7. A breach of contract on the part of the vendor shall be deemed to be a breach of contract, in
particular where the goods delivered do not comply in whole or in part with the terms of the
contract or where there are other breaches of contract on the part of the vendor.
9.8. In the event of a breach of contract by the vendor, the purchaser is entitled to a contractual
penalty of 200 euros per calendar day of breach, but not exceeding 25% of the total value of
the contract. If the purchase of the item is agreed in stages, no more than 25% of the total
value of the stage.
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9.9. If, due to delays on the part of the vendor, it is no longer feasible or necessary for the item to
be put into service, the purchaser shall be entitled to withdraw from the contract in
accordance with § 116(1) of the Law of Obligations Act and the vendor shall be obliged to
reimburse the purchaser for the part already paid.
9.10. In the event of a fundamental breach of contract, the purchaser shall be entitled to
claim from the vendor a contractual penalty of 10,000 euros for each breach. In the event of
a material breach of the contract by the vendor, the purchaser is not required to set an
additional term for performance of the contract by the vendor as referred to in § 114 of the
Law of Obligations Act and the purchaser is entitled, inter alia, to terminate the contract or
to withdraw from the contract.
9.11.In addition to the provisions of the Law of Obligations Act, a fundamental breach is, inter alia,
the following:
9.11.1. not starting performance, unless there is a valid reason;
9.11.2. providing false information;
9.11.3. absence of the rights necessary for the performance of the contract (including
authorisations, licences, intellectual property rights);
9.11.4. infringement of intellectual property rights and of the conditions for their use;
9.11.5. repeated replacement (at least twice) of a member of the team with a person who
does not comply with the agreed requirements, or replacement of a member of the
team without the prior consent of the purchaser, given at least in a format which can be
reproduced in writing;
9.11.6. breach of confidentiality;
9.11.7. repeated failure (at least twice) to comply with contractual obligations;
9.11.8. failing to deliver the item on time, in such a way that the performance of the purpose
of the contract can no longer be realistically achieved within the time limit and/or the
funds earmarked for the financing of the contract can no longer be used as a result of an
act or omission on the part of the vendor;
9.11.9. transferring the obligations under the contract to a third party without a
corresponding amendment to the contract.
9.12. Acceptance of the item by the purchaser does not relieve or reduce the vendor's
liability for breach of contract.
9.13.If the vendor fails to perform the contract correctly and based on this the implementing
agency decides to reduce or recover the grant, the purchaser shall be entitled to recover from
the vendor the ineligible costs up to the amount of the claim for reimbursement.
9.14. The purchaser undertakes to submit a claim for contractual penalty within a
reasonable period, but not later than 3 months from the date on which the purchaser became
aware of the circumstances giving rise to the claim for contractual penalty. Disputing a claim
for contractual penalty does not release the vendor from the obligation to pay the penalty,
unless a relevant judgment has entered into force.
9.15. The vendor is obliged to pay the contractual penalty within 14 calendar days from the
date of the purchaser's claim, unless otherwise specified in the contractual penalty claim.
9.16. The purchaser shall be entitled to net the amount of contractual penalty against the
payments due to the vendor for the item. In the event of netting, the obligation to pay the
contractual penalty shall not apply.
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10. Validity, amendment and termination
10.1.The contract enters into force upon conclusion.
10.2. The contract can only be amended by written agreement between the parties in the
same format as the contract, subject to the provisions of the Public Procurement Act.
10.3.If any term of the contract should prove to be partially or totally invalid or unenforceable, the
validity of the other terms of the contract shall not be affected and the remaining terms of
the contract shall remain valid and enforceable. In such a case, the invalid or unenforceable
term shall, where possible, be replaced by a legally enforceable term that is as close as
possible in substance to the intentions of the parties and to the economic effect of the invalid
term.
10.4. The purchaser may terminate the contract at any time and for any reason by giving
30 days advance notice in a format reproducible in writing. Termination relieves the parties
of performing the obligations set out in this contract.
10.5. The purchaser has the right to unilaterally terminate the contract without notice if the
vendor is in material breach of the contract or if the vendor has
10.5.1. bankruptcy proceedings initiated against them;
10.5.2. bankruptcy declared against them;
10.5.3. had their assets seized; or if
10.5.4. in the reasonable opinion of the purchaser, the financial situation of the vendor has
deteriorated significantly, making proper performance of the contract unlikely.
10.6. Upon termination of the contract for any reason whatsoever, the vendor shall be
obliged to hand over to the purchaser all information and documentation relating to the
contract (both digital and paper, as well as information not recorded on the above-
mentioned media). The information and documentation handed over must be systematised.
At the request of the purchaser, the vendor is obliged to provide in writing exhaustive
explanations on the management and use of the information described above.
11. Notices and contact persons
11.1. Notices will normally be sent by e-mail, subject to the provisions of the Rules of Procedure,
where available. In the case of transmission by e-mail, including digitally signed documents,
the notice shall be deemed to have been received at the time of receipt indicated in the notice
of receipt or at the time of sending indicated in the e-mail.
11.2.In cases where the transmission of a notice has important legal consequences, the notice
must be transmitted in digital format by a person authorised to sign on behalf of the party.
An informative notice may also be transmitted by telephone. Any notice which does not have
legal effects shall be deemed to be informative.
11.3. A written notice shall be deemed to have been received by a party if it has been delivered
against a signature or if it has been sent by the postal authority as a registered letter to the
address indicated by the party and 5 calendar days have elapsed since the date of sending.
11.4.The purchaser's contact person(s) is/are: Ann-Claire Talts, phone: +372 7943 943, e-mail:
[email protected] or his/her substitute;
11.5. The vendor's contact person is Tereza Slováková (phone: +420 777 636 471, email:
[email protected]), or her designated substitute;
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11.6.The contact person(s) is/are authorised to provide the other party with the necessary
information and instructions within the scope of his/her competence, to authorise the
replacement of a member of the team, to verify the quality of contract performance, to
deliver the item of the contract and to accept it and sign the act.
11.7. If a party changes their contact person, that party must inform the other party in writing
without delay.
12. Final provisions
12.1.Disputes related to the contract, which the parties have not been able to resolve through
negotiations, shall be referred to the Harju County Court.
12.2. The contract shall be governed by Estonian law.
12.3.In matters not regulated by the contract or in a situation where a provision of the contract is
in conflict with the law, the applicable legislation of the Republic of Estonia shall apply.
13. Annexes (not signed)
13.1. Annex 1 – Technical description;
13.2.Annex 2 – Tender.
14. Signatures of the parties
Purchaser: Vendor:
/ signed digitally / / signed digitally /
Digitally signed by Petr
Mahdalíček
Date: 2025.03.27 13:49:28
+01'00'
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