Purchasing IO management software for the technology transfer team

Framework contract No. 297587 Tallinn University of Technology, registry code 74000323, address Ehitajate tee 5, 19086 Tallinn, Estonia (hereinafter referred to as "contracting authority/buyer"), represented by Vice-Rector for Entrepreneurship Erik Puura acting under a letter of authorisation, and Wellspring Worldwide, Inc, registry code 16-1668625, address 31-35 Kirby Street, London EC1N 8TE, United Kingdom (hereinafter referred to as "supplier/seller"), represented by Managing Director Rupert Osborn, hereinafter referred to separately as "party" and together as "parties", have entered into this framework contract as follows: 1. General provisions 1.1. The contract has been awarded as a result of the public procurement "Purchasing IO management software for the technology transfer team" (reference number 297587) (hereinafter public procurement). 1.2. The public procurement documents (hereinafter referred to as "procurement documents"), the supplier's tender, the written notifications exchanged between the parties and the amendments and annexes to the contract form an integral part of the contract. 1.3. At the time of signing, the contract has the following annexes: 1.3.1. Annex 1 – Technical description (electronically in the public procurement register); 1.3.2. Annex 2 – Tenderer’s tender No. 582395 (electronically in the public procurement register). 2. Object of the contract 2.1. The Seller shall lease to the Buyer, in accordance with the terms of the public procurement and the successful tender, the right to use the software IO management software license for four years with technical support and shall ensure user training (hereinafter referred to as the item). 2.2. A more detailed description of the item and the requirements for the item are provided in the basic documents for the public procurement and in the Seller's tender. 2.3. The Seller undertakes to ensure that the Buyer has the right to use the supplied licenses during their validity period within the terms of the license support of the license manufacturer and without additional restrictions 2.4. The Seller undertakes to immediately inform the Buyer of circumstances that prevent the performance of the contract and/or the use of the licenses. 2.5. The item must comply with the technical requirements set out in the basic procurement documents and the Seller must have the intellectual property rights and authorizations to perform the contract (for the sale and delivery of licenses and for the intended use of the supplied licenses by the Buyer). 3. License Usage Term and Delivery 3.1. The Buyer has the right to use the licenses for 48 months. 3.2. The Seller shall deliver the license to the Buyer electronically no later than 5 (five) working days after the conclusion of the procurement contract 4. Provision of Technical Support to the Buyer 4.1. The Seller must provide the Buyer with technical assistance regarding issues related to the item’s malfunction for the duration of the contract. 4.2. The Seller shall resolve any issue, depending on the nature of the issue, in accordance with the timeframes specified in the table below: Criticality Description of the issue Response time Solution time Blocking It is not possible to use or access the Within 1 hour up to 16 hours Software. No temporary solution (workaround) is available. Critical Software use or access is partly Within 3 hours up to 4 business disrupted, but a temporary workaround days is available. Low The issue does not prevent Software 2 working days up to 10 business use. days 4.3. Response and resolution times are calculated during working hours, Mon–Fri 9:00–17:00, i.e., one working day equals eight hours. 4.4. The Seller shall respond within the permitted response time according to the criticality of the issue, notifying that work on the issue has begun and, where possible, providing an estimate of the expected resolution time. 4.5. The Seller shall be deemed informed when the Buyer has sent an email to the contact address agreed upon in the contract. 4.6. Response time is the period from the moment the Buyer notifies the Seller of a issue until the Seller begins resolving the issue and sends a written notice confirming this to the Buyer. 4.7. Resolution time is the maximum period from the Buyer’s notification to the Seller until the issue is fully resolved. 4.8. The Buyer has the right to demand liquidated damages from the Seller for failure to respond to a issue within the agreed time: 4.8.1. In the case of a blocking issue, if there is no response or if the resolution time is exceeded, the Buyer may impose a penalty of €100 per hour for each commenced hour of delay. 4.8.2. In the case of a critical issue, if there is no response or if the resolution time is exceeded, the Buyer may impose a penalty of €100 per day for each commenced day of delay. 4.9. The Seller shall bear all costs related to performing the work and fixing issues, including labour and travel expenses. 4.10. The Seller shall deliver fixes, solutions, and all related documentation into the environments specified by the Buyer. 5. Contract price and terms of payment 5.1. The expected maximum value of the contract is €100,000, excluding VAT. This amount is indicative and not binding on the Buyer. The final price of the framework agreement will be determined by the value of the procurement contracts concluded under it. 5.2. The Buyer shall pay the Seller for the goods in accordance with the prices stated in the offers. The prices stated in the offer are fixed for 24 months from the conclusion of the framework agreement. The Seller may not request a higher price during this period. Price reduction is permitted. 5.2.1. The Buyer shall pay for the goods in 12-month instalments after receiving the corresponding invoice from the Seller. The Seller has the right to issue an invoice only after delivering the goods to the Buyer. 5.3. The contract price includes all costs necessary for using the subject of the contract for 48 months, including technical support for the Buyer. The Seller has no right to increase the price of the goods during the validity of the contract. Price reduction is permitted. 5.3.1. The Supplier has the right to make a single proposal during the framework agreement period to increase the fixed price for the right to use the goods by a maximum of 7%, under the following conditions: 5.3.1.1. If the Seller submits to the Buyer, for approval, a proposal to change the price of the software license usage right at least four (4) weeks before issuing an invoice for the next 12 months. 5.3.1.2. In the event of disputes over price changes where the Seller has proposed a change to the unit price of the license usage right, the pre-change price will remain in force for the disputed part until the disputes are resolved, and both parties shall make every effort to resolve such disputes without delay. 5.4. The Seller shall submit invoices to the Buyer as e-invoices. The invoice must indicate the public procurement reference number, the name of the ordering unit, and the name of the university contact person. 5.5. A Seller who is not registered in Estonia may submit invoices as e-invoices via the pan- European PEPPOL electronic document and e-invoicing network or in PDF format. The Buyer’s PEPPOL code/address is 9931:EE100224841. No act may be attached to the e-invoice. 5.6. The invoice payment term must be at least twenty-one (21) days from the date of invoice submission. 5.7. Non-compliant invoices will not be paid until the deficiencies are rectified. 6. Liability of the parties and force majeure 6.1. The parties shall be fully liable for any direct pecuniary damage caused to the other party due to non-performance or improper performance of contractual obligations, to the extent of such damage. The total liability of a party is limited to the contract price, except where the breach of contract was intentional. 6.2. The seller is liable for any breach of contract, in particular if the seller has not performed the contract, the goods do not meet the requirements set out in the contract, the goods have not been delivered on time, or the seller has failed to provide proper documentation upon delivery of the goods. The seller is not liable for defects of the goods if they result from incorrect use or maintenance of the goods by the buyer. 6.3. If it is possible to claim a contractual penalty for the same breach under several provisions, or if it is possible to apply different remedies for the same breach, the buyer shall choose the remedy. Claiming a contractual penalty does not affect the right to demand performance of obligations or compensation for damage in addition. 6.4. The buyer has the right to claim a contractual penalty of 0.2% of the value of the goods for the relevant year for each day of delay in delivery. The seller is deemed to be in delay if the seller has not granted the buyer the right to use the software by the agreed deadline. The buyer has the right to reduce the amount payable under the contract by the amount of the contractual penalty. 6.5. The buyer shall submit claims to the seller regarding non-conformity of the goods with the contract without delay, but no later than 3 (three) working days from the occurrence or discovery of the non-conformity or defects. If the buyer submits claims, the seller must make the necessary corrections or additions within the deadline set by the buyer. 6.6. In addition to demanding performance of the contract or in lieu of performance, the buyer has the right to claim a contractual penalty of up to 1% (one percent) of the contract price if the seller has not delivered the goods or if the goods delivered by the seller do not comply with the terms of the contract. 6.7. In the event of failure to meet the deadline specified in the contract, the buyer has the right to claim a contractual penalty of 0.10% of the contract price for each day of delay. 6.8. In case of breach of the confidentiality obligation set out in clause 7 of the contract by the seller or by persons referred to in clause 7.8 of the contract, the buyer has the right to claim a contractual penalty of up to 10 (ten) percent of the contract price and/or to terminate the contract extraordinarily and unilaterally. 6.9. The parties have the right to withdraw from or terminate the contract prematurely if the other party materially breaches contractual obligations and it would not be reasonable for the party, considering all circumstances, to continue performance of the contract. A material breach of the contract is deemed to include, among other things, failure by the party to remedy the breach within seven days of receiving the corresponding notice. 6.10. If the buyer delays in fulfilling the monetary obligations set out in the contract, the seller has the right to claim default interest from the buyer at 0.05% (zero point zero five percent) of the overdue amount per day, but not more than 5% (five percent) of the contract price. 6.11. In the event of non-performance or improper performance of contractual obligations that may be deemed a material breach of contract, the buyer has the right to extraordinarily and unilaterally terminate the contract by notifying the seller in writing. A breach of contract is considered material primarily under the circumstances described in §116(2) of the Law of Obligations Act. 6.12. Contractual penalties and default interest must be paid within 14 (fourteen) days from receipt of the respective claim. The buyer has the right to reduce the contract price by the amount of the contractual penalty upon payment for the goods. Claiming a contractual penalty does not affect the right to demand performance of obligations or compensation for damage in addition. 6.13. If the seller fails to properly perform the contract and, as a result, the implementing agency makes a decision to reduce or reclaim the grant, the buyer has the right to recover from the seller any ineligible costs to the extent of the repayment obligation. 6.14. Non-performance or improper performance of contractual obligations shall not be considered a breach of contract if it was caused by force majeure. The parties consider force majeure to include unforeseen circumstances and events described in §103(2) of the Law of Obligations Act, which are beyond their control, as well as other events recognized as force majeure under applicable case law in Estonia. 7. Confidentiality 7.1. “Confidential Information” means any information that is defined as confidential at the time of disclosure or the nature of which may be inferred to be confidential and the disclosure of which could harm the interests of the Buyer or to which access restrictions apply in accordance with the Public Information Act or other legislation or to which access restrictions do not apply, but which the Buyer has not made known to the public. 7.2. Confidential Information does not include information that is publicly known or the obligation to disclose which arises from legislation, provided that such disclosure is carried out in the most limited manner possible. 7.3. The Seller must keep confidential the information obtained in the performance of this Agreement and also in the performance of its obligations under the Agreement regarding the  Buyer and its activities and not disclose it to third parties without the Buyer’s prior express written consent. 7.4. The Party shall not disclose confidential information to third parties and shall do everything in its power to ensure that the confidential information disclosed to it does not fall into the possession of third parties. Confidential information may be disclosed to third parties only in cases expressly provided for by law or with the prior written consent of the party. 7.5. The parties shall provide access to confidential information only to those persons who have a need to do so in order to perform their duties. 7.6. The obligation to ensure the protection of confidential information is indefinite and applies both during the performance of the contract and after its termination. 7.7. Breach of the confidentiality obligation shall be considered a material breach of the contract. 7.8. All of the above obligations shall be imposed by the seller on all third parties used by the seller in the performance of its contractual obligations. A third party is a natural or legal person or a state or local government body that is neither the buyer nor the seller. 7.9. When performing the contract, the Seller ensures that personal data is processed lawfully and in accordance with the requirements set out in the General Data Protection Regulation (EU) 2016/679 and other data protection legislation, including taking organizational, physical and technical information security measures to protect confidential information from accidental or intentional unauthorized modification, accidental or intentional destruction, disclosure, etc. 8. Communication of notices and representatives of the parties 8.1. As a rule, notices shall be presented in a format that can be reproduced in writing. The notifications submitted to the other party that have important legal consequences, e.g. applications for termination of the contract, claims to the other party arising from breach of the contract, etc., must be presented in writing. A digitally signed form is equivalent to a written form. 8.2. Notices relating to the contract shall be submitted to the other party to the contact address indicated in the contract. A party shall immediately notify the other party in writing of any changes in the contact details. Until the other party is notified of changes in the contact details, a notice is deemed to be communicated correctly to the other party if it has been sent to the contact address indicated in the contract. 8.3. A written notice is deemed to be received by the other party if the notice has been delivered against signature or if the notice has been sent by registered mail to the address indicated by the other party and 5 (five) calendar days have passed from posting. Documents, including digitally signed documents, sent by e-mail shall be deemed to be received at the time of sending indicated in the e-mail. 8.4. The representatives of the parties are: 8.5. The contracting authority's representative Rene Jõeleht, phone +372 5038836, e-mail [email protected]. The representative of the contracting authority is entitled to represent the contracting authority in all matters relating to the performance of the contract, except amendment of the contract, unilateral premature termination of the contract and filing a claim for contractual penalty, fine for delay or compensation for damage. 8.6. The supplier's representative Mathew Kilbey, phone +44 203 176 0582, e-mail [email protected]. 9. Validity, amendment and termination of the contract 9.1. This Contract shall enter into force upon signature by both Parties and shall remain valid for a period of forty-eight (48) months or until the estimated total value of the procurement has been reached, whichever occurs first. The termination or expiration of this Contract shall not affect the fulfilment of any obligations which, by their nature, are intended to survive such termination. 9.2. If, upon the expiry of the forty-eight (48) month period, the estimated total value of the Contract has not been exhausted, the Buyer shall have the right to extend the validity of the framework agreement by up to twelve (12) additional months, by notifying the Supplier in writing no later than two (2) months before the initial expiry date. Such extension shall be formalised by means of a written amendment signed by both Parties and attached as an annex to this Contract. 9.3. A party shall not transfer the contractual rights and obligations to a third party without a written consent of the other party. 9.4. The parties may amend the contract under the conditions laid down in subsection 123 (1) of the Public Procurement Act. 10. Final provisions 10.1. The Parties shall make resolutions in compliance with the legislation of the Republic of Estonia; in particular, in matters not covered by the contract, the provisions of the Law of Obligations Act concerning the relevant types of contract apply. 10.2. If a provision of the contract proves to be inconsistent with the legislation in force in Estonia, it shall not affect the validity of other provisions of the contract. 10.3. The supplier is aware that the contract is public to the extent provided by the Public Information Act. 10.4. The disputes arising from the contract that the parties have failed to resolve by negotiations shall be settled in Harju County Court. 10.5. The contract shall be signed digitally (or if necessary, on paper. A paper contract is signed in two copies, one copy for each party.).