Leping

SOFTWARE RIGHT OF USE CONTRACT NO 9-1/24-13 The Geological Survey of Estonia , registry code 77000387, seat Lääne-Viru maakond , Rakvere , F. R. Kreutzwaldi tn 5, 44314 (hereinafter the ‘ client ’), represented under the statutes by De p uty Director as Director Jaak Jürgenson . and Deswik Europe Limited , United Kingdom Company Number 07840778 , address C/O Azets Burnham Yard, London End, Beaconsfield, Buckinghamshire, United Kingdom, HP9 2JH (hereinafter the ‘ contractor ’), represented by Catherine Mortimer, Regional Manager – EMEA & CIS The client and the contractor (hereinafter also together the ‘ parties ’ and separately the ‘ party ’) concluded the software right of use contract (hereinafter the ‘ contract ’) in the following: Subject matter of contract The subject matter of the contract is the mediation of a 1-year right of use of licences for Deswik . Spatial and Deswik. Planning to the client, as a result of which the client acquires the right to use all software usage conditions extending to the user as described in Annex 1, starting from 1 February 2024 , as well as the accompanying services provided by the vendor. General terms and conditions of the contract The contract has the following annexes at the time of its conclusion: Annex 1 – Description of Deswik terms and conditions for use of Deswik software and provision of services; Annex 2 – Price quote submitted by the contractor. Unless otherwise stipulated in the contract, references to a specific clause, sub-clause or annex are interpreted as references to the corresponding clause, sub- clause or annex of the contract. Titles are used in the contract for ease of reference only and must not be taken into account in defining, interpreting or limiting the provisions of the contract. In the contract, where the context so requires, words in the singular may mean the plural and vice versa. The documents of the contract are the contract and the annexes to the contract, including amendments to the contract and agreements signed by both parties. In the case of contradictions between the contract documents, the later document will prevail. At the moment of signing the contract, the existing contract documents are considered to be simultaneous. The fee The fee is paid before the start of the right of use as follows: For the 1-year right of use of a Deswik . Spatial licence , the Geological Survey of Estonia pays nine thousand and eight ( 9 008 ) euros, plus value-added tax. For the 1-year right of use of a Deswik . Planning licence , the Geological Survey of Estonia pays eleven thousand, two hundred and thirty-two ( 11 232 ) euros, plus value-added tax. The fees specified in clause 3.1 of this contract will be paid to the contractor by transfer to the contractor’s bank account within 21 days after the contractor submits the invoice. The terms and conditions of use of the software are the standard terms of use as published on the website of the vendor, and referenced in Annex 1 The fee is paid monthly in arrears after the delivery of the services as follows: For the provision of 5 days facilitated training as specified in clause 4.1 , the Geological Survey of Estonia pays eight thousand, five hundred ( 8 500 ) euros, plus value-added tax. For the provision of 80 h ours of post-training assistance, the Geological Survey of Estonia pays sixteen thousand (16 000) euros, plus value-added tax. The fees specified in clause 3.3 of this contract will be paid to the contractor by transfer to the contractor’s bank account within 21 days after the contractor submits the invoice. Training and post-training assistance The training to be provided is: 1.01 Deswik : Getting Started (30min , online, self-paced ) 1.02 Deswik.CAD Essentials (1 day , online, self-paced ) 1.03 Deswik.Sched Essentials (1 day , online, self-paced) 2.02 Open Cut Coal Essentials (1 day , facilitated) 2.03 Reserving for Open Cut Coal (2 days , facilitated ) 2.05 Deswik.IS for Open Cut Coal (1 day , facilitated ) 2.08 Deswik.Agg for Open Cut Coal (1 day , facilitated ) The facilitated training courses can be delivered online or in person in Deswik’s office in London. If the training courses are delivered online, the training will be conducted in 3.5h blocks via Microsoft Teams. Training will be delivered in English. The contractor will: Provide training licences for all participants for the duration of the training. Provide training manuals in English in PDF format for the facilitated modules in clause 4.1. The client will: Ensure a ll new Deswik users register on the Deswik client portal to attend training and complete the online, self-paced modules specified in clause 4.1. All training participants for facilitated training must be confirmed at least 5 days before the training start date. Ensure a ll attendees for facilitated training have completed the required pre-requisite training prior to the course commencing. Specific prerequisites for training modules can be found at www.deswik.com/training-education/ . Ensure computers used for training meet the specifications described on the Deswik website: www.deswik.com/news/deswik-suite-minimum-and-recommended-specs-for-workstations . (Note: ‘Minimum’ specifications at least, ‘Recommended’ specifications preferred). It is recommended participants have two screens available to use during training. Ensure a ll computers to be used for training have the same Deswik major version and patch installed prior to the commencement of training. After the completion of the facilitated training, 80 hours of post-training assistance will be provided at a time convenient to the client and the contractor. Rights and obligations of the parties The contractor has the obligation to: activate the service within 15 days after receipt of the invoice ensure the possibility of using the service under the conditions stipulated in the contract; to immediately inform the client’s contact person of all problems arising during the fulfilment of the obligations arising from the contract and to immediately report the circumstances that prevent the fulfilment of the contract. The contractor has the right to demand interest from the client in accordance with the contract. The client is obliged to pay the fee under the conditions stipulated in the contract. The client has the right to: use the service from its activation; submit claims to the contractor within 14 days upon discovery of defects in the service and in the case of non-compliance with the service contract within 30 days from the activation of the service; demand remedy of any non-compliance with the contract . Liability of the parties The parties are liable for the non-performance or improper performance of their obligations in accordance with the procedure prescribed by the legislation of the Republic of Estonia and this contract. The parties bear full and unconditional liability for any direct proprietary damage caused to the other party by the non-performance or improper performance of contractual obligations in the full extent of the damage caused. The party may rely on non-compliance with the terms of the service contract within the statutory limitation period. Validity of the contract The contract enters into force upon its signature and will remain in force until the performance of the obligations arising from the contract. The intellectual property rights transferred to the client are without term. The parties have the right to withdraw from the contract if the other party materially violates the contract. The party who has withdrawn from the contract has the right to demand from the other party compensation for the damage caused by the breach of the contract in full. The contract is deemed to have terminated immediately if: the contractor ceases to exist; the contractor is declared bankrupt. Contact persons Client’s contact person: Tiit Kaasik email [email protected], phone: 51 908 839. Contractor’s contact person: Catherine Mortimer, email [email protected] , tel : +44 7379 140012 Notices Notices between the parties related to the contract must be submitted in writing, except in cases where such notices are of an informational nature, the transmission of which to the other party has no legal consequences. Informational notices may be transmitted by telephone. Written notices are sent to the parties to the contract by email or, in the absence of this possibility, handed over to the parties against signature or sent by post to the registered address. If the notice of one party has been sent to the other party to the email address specified in the contract, it will be deemed to have been delivered on the next working day. Other terms and conditions The contract may be amended in accordance with the legislation in force. Amendments to the contract which have not been formalised in writing are void. Any disputes arising from the interpretation or performance of the contract are resolved through negotiations between the parties. If no agreement is reached, the dispute will be settled in court. Signatures of the parties Client Contractor / signed , signed digitally/ / signed, signed digitally/ ANNEX 1 Deswik terms and conditions for use of Deswik software and provision of services End User Licence Agreement (EULA) The use of Deswik software is at all times subject to Deswik’s EULA. The current EULA can be found online at https://www.deswik.com/eula/ . Support and Maintenance Support and maintenance of the Deswik Software are provided under the terms of the document ‘Software Support and Maintenance Agreement – Suite and MDM (January 2022)’. This document can be found online at https://www.deswik.com/wp-content/uploads/2022/05/Software-Support-and-Maintenance-Agreement-UK-Jan-2022-Suite-and-MDM.pdf Standard Terms and Conditions The provision of training and other consulting services are provided under the terms of the document ‘ Deswik Standard Terms and Conditions (April 2020)’, which can be found online at https://www.deswik.com/wp-content/uploads/2020/04/Deswik-Standard-Terms-and-Conditions-A4-UK-Apr-2020.pdf . ANNEX 2 Price quote for Deswik Software and Services The following quote applies to the contract: 23-1937-Q6 - Planning & Spatial (EUR) Type Item Units Rate Discounts Total 12 Month Subscription Deswik.Spatial 1 € 9,480 € 472 € 9,008 Deswik.Planning 1 €11,820 € 588 € 11,232 Support & Maint Included in the Subscription/Rental € - Subtotal - Software € 1,060 € 20,240 Training 1.01 Deswik : Getting Started (30 min) 1 € - € - € - 1.02 Deswik.CAD Essentials (1 day) 1 € - € - € - 1.03 Deswik.Sched Essentials (1 day) 1 € - € - € - 2.02 Open Cut Coal Essentials (1 day) 1 € 1,700 € - € 1,700 2.03 - Reserving for Open Cut Coal (2 days) 2 € 1,700 € - € 3,400 2.05 Deswik.IS for Open Cut Coal (1 day) 1 € 1,700 € - € 1,700 2.08 Deswik.Agg for Open Cut Coal (1 day) 1 € 1,700 € - € 1,700 Subtotal - Training € - € 8,500 Consulting Post training assistance (80h) 80 € 200 € - € 16,000 Subtotal - Consulting € - € 16,000 Total (EUR) € 44,740 Important Notes: This quote is a Time and Materials estimate only – it is not a fixed price proposal. All time required to achieve the scope and deliverables will be charged at the quoted rates. All Hardware, Software and Training will be billed as quoted above. Unless specified above, all items are exclusive of Travel and Accommodation time and costs . All Training services are quoted on a daily rate basis . This daily rate represents an 8-hour day undertaken between 7am to 7pm Monday to Friday, excluding Public Holidays. All prices quoted are in EUR (€) and unless otherwise stated are exclusive of VAT . If additional withholding or other taxes / imposts are applied and are not mentioned above, Deswik reserves the right to increase (gross up) the total price set out above to ensure Deswik is not financially penalised. Standby Rates shall apply if a project has commenced, a Deswik consultant has been dedicated to the project, and is forced to halt work due to delays caused by either DOCPROPERTY Category \* MERGEFORMAT the client or a third party. The standby rates are at the applicable hourly rate. Deswik Europe Ltd Unit 12, Level 1 WestWorks Building 195 Wood Lane London W12 7FQ 22 August 2024 To Whom it May Concern Please be advised that we have moved and that we now have a new business (mailing) address. Please update your records. Our old address was: Level 6 Craven House 40-44 Uxbridge Road Ealing W5 2BS United Kingdom Our NEW ADDRESS is: Unit 12, Level 1 WestWorks building 195 Wood Lane London W12 7FQ United Kingdom Our registered address remains the same: c/o Azets, Burnham Yard London End Beaconsfield Buckinghamshire HP9 2JH Thanks in advance. Please do not hesitate to contact us on [email protected] if you have any questions. Sincerely, Veronika Pegler Regional Finance Manager – EMEA & CIS