Käskkiri

KÄSKKIRI 23.11.2023 nr 1-2/23-061 Riigihanke "Raadiosageduste planeerimistarkvarade täiendamine ja tehniline tugi" korraldamine Kooskõlas Tarbijakaitse ja Tehnilise Järelevalve Ameti (TTJA) peadirektori 19.10.2022 käskkirjaga nr 1-2/21-077 kinnitatud hankekorra ja riigihangete seaduse § 49 lg 1 p 2 ja lg 3 p 2 ning § 72 alusel: 1. kinnitan 1.1. Riigihanke „Raadiosageduste planeerimistarkvarade täiendamine ja tehniline tugi“ läbiviimiseks, sealhulgas läbirääkimiste pidamiseks komisjoni järgmises koosseisus: 1.1.1. komisjoni esimees Erko Kulu; 1.1.2. komisjoni liige Oliver Gailan; 1.1.3. komisjoni liige Endrik Kriisa; 1.1.4. komisjoni liige Veikko Tunnel. 1.2. Riigihanke alusdokumendid (lisatud). 2. määran 2.1. Riigihanke eest vastutavaks isikuks sagedushalduse talituse juhataja Erko Kulu. 2.2. Riigihanke „Raadiosageduste planeerimistarkvarade täiendamine ja tehniline tugi“ hankemenetluse läbiviimise väljakuulutamiseta läbirääkimistega hankemenetlusena. 2.3. Riigihanke eesmärk on sõlmida kolmeks aastaks raamleping kasutusel oleva tarkvara tehnilise toe, täienduste ja koolituste hankimiseks. 2.4. Riigihanke eeldatavaks maksumuseks 300 000 eurot (käibemaksuta). (allkirjastatud digitaalselt) Kristi Talving peadirektor Erko Kulu [email protected]  Consumer Protection and Technical Regulatory Authority Invitation to tender Negotiated procedure without prior publication „To update and upgrade the radio frequency planning software used by Consumer Protection and Technical Regulatory Authority of the Republic of Estonia“ Object of procurement: services Tallinn 2023 Tabel of Contents 1. General information ........................................................................................................... 3 2. Proposal to hold negotiations and to submit a tender......................................................... 3 3. Information and explanations ............................................................................................. 4 4. Grounds for exclusion and tenderer’s qualifications .......................................................... 4 5. Formal requirements for the tender .................................................................................... 4 6. Negotiations between the contracting authority and tenderer ............................................ 5 7. Verification of conformity of the tender ............................................................................ 5 8. Evaluating and awarding a tender ...................................................................................... 5 9. Rejecting a tender ............................................................................................................... 6 10. Cancellation of procurement procedure by contracting authority ...................................... 6 1. General information 1.1. Contracting authority: Tarbijakaitse ja Tehnilise Järelevalve Amet/ Consumer Protection and Technical Regulatory Authority (CPTRA) registry code: 70003218 address: Endla 10a, 10122 Tallinn phone: +372 667 2000, Email: [email protected] homepage: http://www.ttja.ee 1.2. The contact person of the contracting authority is the head of frequency management division, Erko Kulu, phone +372 667 2120, e-mail: [email protected]. 1.3. Details in regards procured objects are described in Annex 1 - Technical description. 1.4. As a result of this procurement, the aim is to conclude a Framework Agreement (hereinafter also referred to as public contract) for a fixed term of 3 (three) years according to the draft which is set out in Annex 2, or until the maximum value of the Framework Agreement is fulfilled. The maximum value of the Framework Agreement is up to 300 000 euros (not including value added tax). The Contracting authority is not required to order services and/or products from the tenderer in the amount of the maximum value. 2. Proposal to hold negotiations and to submit a tender 2.1. The contracting authority has a right to arrange a public procurement as a negotiated procedure without prior publication where the public contract can be awarded only to a particular tenderer for technical reasons or reasons related to the protection of exclusive rights, including intellectual property rights, where no reasonable alternative exists and the absence of competition is not the result of an artificial narrowing down of the parameters of the procurement, or for artistic reasons, for instance when creating or acquiring a unique work of art or artistic performance [Public Procurement Act (hereinafter referred to as Act) § 49 (1) p 2]. 2.2. In addition, the contracting authority or entity has a right to, in addition to the grounds laid down in subsection 1 of § 49, use a negotiated procedure without prior publication for additional deliveries by the original supplier which are intended either as a partial replacement of supplies or installations or as the extension of existing supplies or installations where switching the supplier would oblige the contracting authority or entity to acquire supplies having different technical characteristics which would result in incompatibility or disproportionate technical difficulties in operation and maintenance; the duration of such contracts as well as that of recurrent contracts cannot, as a general rule, exceed three years. 2.3. According to Act § 72 (1), the contracting authority or entity invites one or more tenderers whose economic and financial standing and technical and professional ability is presumably sufficient for the proper performance of the public contract to hold negotiations for the purpose of awarding a public contract. 2.4. CPTRA has been using LS telcom AG’s software CHIRplus_BC, CHIRplus_TC and SPECTRAemc. 2.5. LS telcom AG is the product owner and developer of the CHIRplus_BC, SPECTRAemc and CHIRplus_TC software, which will be updated as part of the procurement. The market research revealed that LS telcom AG has 15 worldwide offices and is headquartered in Lichtenau, Germany (LS telcom AG, IM Gewerbegebiet 31-33, 77839 Lichtenau). No additional dealers were identified. 2.6. Given the outcome of the market research, LS telcom AG is the only possible tenderer with the possibilities to submit a proposal to update aforementioned software, and offer  accompanying services and maintenance to the software. LS telcom AG has also been the sole tenderer in obtaining previous updates to the software (2016, 2018 and 2022). 2.7. CPTRA hereby proposes LS telcom AG (hereinafter also referred to as “tenderer”) to participate in the negotiated procedure procurement without prior publication and to submit a tender in accordance with the conditions provided in the procurement documents. 3. Information and explanations 3.1. The exchange of information concerning this procurement between the contracting authority and the tenderer takes place electronically via e-mails and virtual meetings. Virtual meetings shall be protocolled and signed by at least one representative from both CPTRA and LS telcom AG. 3.2. A reply to an e-mail has to be sent within 3 (three) working days. If more time is required, an intermediate reply will be sent to inform about the estimated time when the actual reply will be sent. 4. Grounds for exclusion and tenderer’s qualifications 4.1. In regards Act § 101 (1), in order to verify where the technical and professional ability of the tenderer meets the selection criteria, the contracting authority shall require submission of the following information: 4.1.1. list of 3 (three) contracts of similar nature to this procurement, which have been performed within 36 months preceding the commencement of this public procurement, along with information on their value, dates and other contracting parties. 4.2. In regards Act § 100 (1), to verify whether economic and financial standing of the tenderer meets the selection criteria, the contracting authority shall require submission of the following documents: 4.2.1. a statement of the tenderer’s turnover in the field covered by the public contract or to the extent corresponding to its subject matter, for a maximum of the last three financial years available by the time of commencement of the public procurement. The statement must show that the tenderer has a yearly turnover of no less than 300 000 euros (estimated value of this public contract). 4.3. Tenderer must submit the information and documents listed in 4.1-4.2 before the commencement of negotiations. 4.4. Tenderer who has provided all the information and documents necessary to prove their qualification and who fulfil the qualification criteria shall be qualified. 4.5. If the tenderer fails to submit the documents referred to in 4.1-4.2, and such information or documents is not available to the contracting authority free of charge on the basis of the public data in databases, the contracting authority does not qualify the tenderer (subsection 98 (4) of the Act). 4.6. The contracting authority does not award the contract to an tenderer where a ground for exclusion provided in Act § 95 (1) exists – except in a situation provided for by subsection 3 of § 95 of the Act. 4.7. After verifying that there are no grounds for exclusion with regard to the tenderer and that the selection criteria are satisfied, the parties shall commence the negotiations. 5. Formal requirements for the tender 5.1. The deadline for submitting a tender shall be 2 business days after the date of concluding negotiations. 5.2. The tenderer shall be responsible for submitting tender in due time.  5.3. The tenderer must keep its tender valid for at least 60 calendar days. The term for the validity of a tender shall commence on the due date for submission of tender. 5.4. The tender and all documents accompanying the tender must be in either Estonian and/or English. 5.5. The vendor accepts all common document formats for tender, such as. PDF (Portable Document Format),. txt (Text),. RTF (RichTextFormat),. odt (Open Office), and MS Office formats. 5.6. All documents forming part of the tender must be submitted to the e-mail [email protected]. 5.7. The cost of the tender must be shown as separate costs for every item listed in Annex 1. 5.8. The tenderer shall bear all costs related to the preparation and submission of the tender. If the tender contains a trade secret, the tenderer must indicate in the tender which information is the trade secret of the tenderer. According to Act § 461, The tenderer may not designate as a trade secret the cost of the tender or any of its cost elements. 6. Negotiations between the contracting authority and tenderer 6.1. Parties will hold negotiations over the total cost of the tender (this includes costs per each part of the procurement) and over the period for which the maintenance is offered. 7. Verification of conformity of the tender 7.1. The contracting authority verifies the conformity of the tender with the conditions set out in the procurement documents and makes a reasoned written decision to declare or reject the tender. 7.2. The contracting authority shall reject the tender if it does not meet the conditions set out in the procurement documents, if the award of the public contract on the basis of the tender would infringe an international sanction or a sanction of the Government of the Republic within the meaning of the International Sanctions Act, if the tenderer fails to provide the explanations requested by the contracting authority within the term or it is not possible to unequivocally assess the conformity of the tender with the conditions set out in the procurement documents on the basis of the explanations provided by the tenderer. The contracting authority may declare the tender to be compliant unless it contains substantive deviations from the conditions specified in the procurement documents. 8. Evaluating and awarding a tender 8.1. The contracting authority evaluates the tender based on the following criteria. Proportion Criteria (%) Total cost of the tender 100 8.2. The contracting authority shall award the public contract to the most economically advantageous tender. 8.3. As part of the tender is purchasing software solutions, the contracting authority shall not take into account the life cycle costs in accordance with Act § 86 for the following reasons: 8.3.1. the public contract can be awarded only to a particular tenderer and there will be no comparison between different tenderers (art 2.6); 8.3.2. Parties will hold negotiations over the total cost of the tender (art 6.1);  8.3.3. procured objects, as described in Annex 1, are not new softwares. The softwares which will be updated and maintained are already in use and in need of updates and maintenance services (art 2.4). 9. Rejecting a tender 9.1. The contracting authority has the right to reject the tender submitted or declared admissible at any time before the award of the public contract pursuant to the provisions of the Act § 116 (1) or if: 9.1.1. in the course of public procurement, there is a change of circumstances which make it impossible to carry out the procurement (reduction of the budgetary resources of the contracting authority, etc.); or 9.1.2. the award of a public contract has become impossible or impractical for reasons beyond the control of the contracting authority. 9.2. Upon rejection of the tender, the contracting authority shall make a reasoned written decision to that effect. 9.3. The contracting authority shall not be liable for any damages related to the rejection of a tender. 10. Cancellation of procurement procedure by contracting authority 10.1. The contracting authority may revoke the procurement procedure on its own initiative. In particular, but not exclusively: 10.1.1. if there is a need to substantially change the subject-matter of the public contract; 10.1.2. if the conditions on which the public procurement is based have changed significantly and therefore the award of the public contract proves unnecessary or impossible; or 10.1.3. where the inconsistencies identified in the procurement procedure cannot be remedied or therefore lawfully completed. The contracting authority shall not be liable for any damages related to the cancellation of the procurement procedure. 11. Annexes Annex 1 – Technical description Annex 2 – Framework Agreement draft  Annex 1 TECHNICAL DESCRIPTION PROCURER: Consumer Protection and Technical Regulatory Authority (CPTRA) PURPOSE OF PROCUREMENT: The purpose is to update and upgrade the software used by CPTRA which is used to fulfil the duties decreed in the Electronic Communications Act (Management of radio frequencies, international and national planning of radio frequency bands, coordination of radio frequencies and organisation of use of radio frequencies). CPTRA currently uses software provided by LS telcom AG. As a result of the procurement, CPTRA shall conclude a framework agreement with the contractor. Under the framework agreement, the CPTRA shall have the right to order and conclude procurement agreements to purchase software updates, maintenance and support, upgrades, digital mapping and training as follows. A) Update of software To update LS telcom CHIRplus_BC to the newest version. As of 01.11.2023 the latest version in use is 7.5.1.0. To update LS telcom CHIRplus_TC to the newest version. As of 01.11.2023 the latest version in use is 2.6.0.0. To update LS telcom SPECTRAemc to the newest version. As of 01.11.2023 the latest version in use is 6.3.1.0-3. B) Software maintenance and support Maintenance and support contract for one year including service, support and updates for the LS telcom CHIRplus_BC, CHIRplus_TC and SPECTRAemc. One-year maintenance and support contracts may be awarded repeatedly, if the volume and validity of the framework agreement so permits. C) Upgrade of software To add ITU Coordination & Notification Terrestrial Services (AddOn) for LS telcom SPECTRAemc. To add ITU Coordination & Notification Space Services (AddOn) for LS telcom SPECTRAemc. To add digital radio T-DAB (Add On) for LS telcom CHIRplus_BC. D) Digital Mapping Data To add or update digital maps (digital surface model, relief, clutter, country borders, etc) in the appropriate format for the integration into LS telcom’s software CHIRplus_BC, CHIRplus_TC and SPECTRAemc. E) Training  Annex 1 Online training: Usage of CHIRplus_BC, up to 3 persons; Usage of CHIRplus_TC, up to 3 persons; Usage of SPECTRAemc, up to 3 persons. Main focus of online training should be to introduce new capabilities of updated software and the changes to user experience, but also to address trainees’ specific questions.  Annex 2 Framework Agreement draft Framework Agreement no .. Tarbijakaitse ja Tehnilise Järelevalve Amet (Consumer Protection and Technical Regulatory Authority) (hereinafter referred to as “Contracting authority” and/or „CPTRA“), represented by the director general Kristi Talving under the statute, and LS Telcom AG (hereinafter referred to as the „Contractor“ and/or „LS Telcom“), represented by … under the …, referred to jointly and separately as “Party” and/or “Parties”, considering that: - the CPTRA held a negotiated procurement procedure without prior publication procurement “To update and upgrade the radio frequency planning software used by Consumer Protection and Technical Regulatory Authority of the Republic of Estonia” (hereinafter referred to as „Procurement“); - LS Telcom’s tender has been declared successful in the Procurement procedure by CPTRA’s dd/mm/yyyy decision no …, concluded this framework agreement (hereinafter referred to as “Agreement”) as follows: 1. Documents 1.1. The Agreement documents shall consist of the main text of this Agreement and its annexes and amendments to be agreed upon after the signature of this Agreement. The documents have a mutually explanatory character. Where inconsistencies or differing interpretations exist in the documents, the priority of the documents shall be as follows in descending order: 1.1.1. Agreement text; 1.1.2. Annex 1 - CPTRA’s dd/mm/yyyy invitation to tender; 1.1.3. Annex 2 - tender no … submitted by LS Telcom on dd/mm/yyyy; 1.1.4. Annex 3 - list of public holidays. 2. Object and purpose of the Agreement 2.1. The object of the Agreement is the provision of updates and upgrades to the radio frequency planning software services to the Contracting Authority as defined in Annex 1. 2.2. On the basis of this Agreement, the Contractor shall provide the Contracting Authority with services defined in the Technical Description of Annex 1 in accordance with details of Annex 2 (hereinafter jointly referred to as „Services“). 2.3. This Agreement is a framework agreement within the meaning of the Public Procurement Act. This Agreement establishes the terms and conditions under which procurement contracts are awarded during the term of validity of this Agreement in accordance with the procedure laid down in this Agreement. 2.4. If the terms and conditions of the procurement contracts awarded on the basis of this Agreement differ from those provided for in this Agreement, the terms and conditions of the procurement contract must be more favorable to the Contracting Authority than the terms and conditions provided for in this Agreement.  Annex 2 Framework Agreement draft 3. Procedure for awarding a procurement contract on the basis of this Agreement 3.1. The Contracting Authority shall submit to the Contractor, by e-mail, a description of the requested services and works and the conditions with which the requested services and works must comply, as well as the term for the final performance and/or completion of the services and works (hereinafter „Description of Works“). 3.2. The Contractor shall prepare and submit an tender (hereinafter „Tender“) to the Contracting Authority by e-mail within 5 working days as of the submission of the Description of Works. The Contracting Authority may give the Contractor a longer date of submission for the Tender if deemed necessary and this shall be indicated in the Description of Works. 3.3. Tenders submitted after the deadline according to article 3.2 of this Agreement shall not be taken into account. 3.4. The Tender must meet all the conditions required in the Description of Works and contain all the information required in the Description of Works. 3.5. The price of the Tender shall be based on the pricing set out in Annex 2. 3.6. The price submitted in the Tender is final and must include all the expenses necessary for the performance of the Tender. 3.7. Within 5 working days as of the submission of the Tender, the Contracting Authority shall review the Tender, ascertain the conformity of the Tender with the Description of Works, as well as the terms and conditions of the Agreement and decide whether to award the procurement contract. 3.8. The Contracting Authority shall notify the Contractor of the decision by e-mail. If the Contracting Authority decides to accept the Tender, a written procurement contract shall be concluded between the Parties. The Description of Works and Tender shall form an integral part of the procurement contract. 4. Performance of the procurement contract 4.1. Upon performance of the procurement contract, the terms as well as due dates prescribed in the Description of Works and the Tender shall be followed. 4.2. The Contractor is responsible for compliance with the good business practices and legislation in connection with works and/or services (hereinafter „Works“) provided to the Contracting Authority. In case the performance of the procurement contract requires licenses etc., the Contractor is obliged to secure such licenses beforehand without any additional costs to the Contracting Authority. 4.3. The Contractor shall perform his contractual obligations in accordance with the terms and conditions set out in the Agreement and the procurement contract, the requirements, standards and norms applied in the best practice. 4.4. In the course of fulfilling the procurement contract, the Contracting Authority has the right to verify the quality, volume and adherence to the terms and conditions of the Agreement and the procurement contract. 4.5. Upon discovery of non-quality work or works which do not conform to the aforementioned, the Contracting Authority shall inform the Contractor in a format which can be reproduced in writing and the Contractor shall promptly eliminate the non- conformities without any additional charge to the Contracting Authority. 4.6. The Contractor has the obligation to immediately inform the Contracting Authority of any problems which interfere or may interfere with the performance of the Works specified in the Agreement and the procurement contract. 4.7. The Contractor is responsible for the purposeful involvement of the Contracting Authority in the process of performing the Works in order to avoid deficiencies in the works, deviation from the schedule and other negative consequences.  Annex 2 Framework Agreement draft 5. Transfer of Works 5.1. The Works performed by the Contractor shall be delivered to the Contracting Authority or performed in accordance with the terms and conditions agreed in this Agreement and the procurement contract. 5.2. The Contractor shall prepare an instrument of delivery and receipt for the transfer of related Works and results, if applicable, in which the Contractor shall set out a description of the Works to be transferred and the activities carried out (hereinafter referred to as „Act“). 5.3. The Contracting Authority is required to verify the Act referred to in article 5.2 as soon as possible. 5.4. If the Contracting Authority establishes the conformity of the Works with the Agreement and procurement contract, the Contracting Authority accepts the Works referred to in the Act, and the Parties sign the Act. If the Contracting Authority identifies deficiencies in the Works, the Contracting Authority shall notify the Contractor thereof within 5 working days as of the date of submission of the Act. The Contractor undertakes to eliminate the deficiencies brought to attention by the Contracting Authority within 20 working days. If the Contractor does not eliminate the deficiencies within the term, the Contracting Authority has the right not to make payments arising from the procurement contract before elimination of the deficiencies. If the Contractor remedies the deficiencies within the term, the Contracting Authority shall review the corrected Act and, in the event of conformity with the Agreement and procurement contract, accept the result and the Parties shall sign the Act. If the Contracting Authority does not notify the Contractor of any deficiencies in regards the Act within 5 working days, the Contractor is entitled to consider the Contracting Authority to have accepted the Act. 5.5. The Act signed by the Parties is the basis for submission of an invoice by the Contractor to the Contracting Authority, unless otherwise agreed upon in the procurement contract. 6. Payment procedure 6.1. The Contracting Authority undertakes to pay the Contractor for the Works ordered according to the Agreement, the procurement contract and the invoice after the signing of the Act referred to in article 5 of this Agreement. 6.2. The term for payment for the Works indicated on the invoice prepared on the basis of the procurement contract can be no less than 21 calendar days as of the submission of the invoice. The invoice must be submitted to [email protected] and cc to [email protected] in a machine processable form in a PDF format. 6.3. The invoice is deemed to have been received from the date on which the invoice is registered in the CPTRA’s system. 6.4. The name of the contact person and procurement contract number, as well as the period of Works performed shall be indicated on the invoice. 6.5. In case of delay in payment of the amount prescribed on the invoice, interest shall be charged at 0,15% for each day of delay in payment in regards the amount unpaid. 7. Contact persons and procedure for exchanging information 7.1. The contact person for the Contracting Authority for the performance of the contract is Endrik Kriisa, telephone +372 667 2131, e-mail address [email protected]. 7.2. The contact person for the Contractor for the performance of the contract is …, telephone .., e-mail address … 7.3. The representatives of the Parties specified in articles 7.1-7.2 have the right to submit reciprocal enquiries, to forward the necessary information and documentation related to  Annex 2 Framework Agreement draft performance of the Agreement and/or procurement contract, to check the progress and schedule of performance of the aforementioned, to ask for instructions, to receive summaries and other written documents prepared in the course of performance of the Agreement and/or procurement contract, and to perform other acts not provided for in the Agreement and/or procurement contract which are necessary for achieving the objective of the Agreement and/or procurement contract. 7.4. The contact persons of the Parties specified in articles 7.1-7.2 shall not have the right to amend the Agreement or procurement contract unless the Party has issued a separate power of attorney to the contact person. 7.5. A Party undertakes to inform the other Party of any circumstances which may affect or impede the performance of the obligations or the exercise of rights provided for in the Agreement and/or procurement contract. 7.6. All notices/statements with legal consequences for the Party and/or Parties shall be submitted to the other Party by e-mail, signed by the Party's legal representative. 7.7. Messages with informative content are allowed to be transmitted by telephone or e-mail. 7.8. A notice of a Party shall be deemed by the other Party to be received: 7.8.1. on the same day if the notification is sent by electronic means to the contact person's e- mail address on the working day before 16.00 (local time for the receiving Party); 7.8.2. the following working day, if the notice is sent electronically to the contact person's e- mail address on the working day after 16.00 (local time for the receiving Party) 7.8.3. on the date of receipt of receiving a registered letter; 7.8.4. 7 calendar days after posting a standard letter. 8. Confidentiality and personal data 8.1. The Parties are required not to disclose confidential information concerning each other during the term of the Agreement and for an indefinite period after the expiry of the Agreement. Confidential information means any information given to each other, including business secrets, intellectual property, personal data which is not generally available to third parties, as well as information which they have received from third parties if the Party knows or should know that the information is confidential. In the event of doubt, the confidentiality of the information shall be presumed. 8.2. The Parties shall not consider as confidential such information which has already been disclosed to the other Party prior to its provision or which is disclosed independently of the Parties, unless the Party can prevent disclosure. 8.3. The Parties undertake to use confidential information only during the term of the Agreement and for the purpose of performing its obligations under the Agreement and/or procurement contract. 8.4. The Contractor undertakes to ensure that the persons he or she uses in the performance of this Agreement are aware of the confidentiality obligation provided for in the Agreement and require those persons to perform that obligation unconditionally and indefinitely. The Contractor is responsible for the performance of confidentiality obligations by such persons. 8.5. The Parties shall act upon the handling of personal data in accordance with the General Data Protection Regulation (GDPR) and the Personal Data Protection Act. The parties shall consider as personal data any data concerning an identified or identifiable natural person, regardless of the form or format in which such data are in. The Parties undertake to apply appropriate information security measures, including the personal data security measures provided for in Article 32 of the GDPR, to ensure the protection of confidential information. Upon receipt of a request to that effect, the Party shall, within a reasonable  Annex 2 Framework Agreement draft period of time, make available to the other Party all information necessary to demonstrate the implementation of the relevant technical and organizational measures. 9. Intellectual property 9.1. The Contractor owns the intellectual property created by the Contractor in the course of the performance of the Agreement and procurement contract. Intellectual property rights are all copyrights and related rights arising from the performance of obligations arising from the Agreement and/or procurement contract. 9.2. In order to use the results of the provision of the Works, the Contractor shall grant a non- exclusive license to the Contracting Authority. Due to the nature of the Works provided under the procurement contracts, the term for licenses as well as possible restrictions shall be separately agreed upon in the procurement contracts. 9.3. The fee for granting rights to the Contracting Authority shall be included in the fee payable on the basis of the procurement contract. The service provider does not have the right to demand additional fees and payments in regards intellectual property. 10. Liability 10.1. In addition to the legal remedies provided by law, the Contracting Authority may demand a contractual penalty from the Contractor for violation of the obligations or withhold the contractual penalty from the amount to be paid to the Contractor. 10.2. If the performance of the Works deviates from the agreed schedule, the Contractor has no right to claim compensation for damage if the damage is avoidable by the Contractor's proper performance and the damage has not been caused by direct fault of the Contracting Authority. 10.3. If the Contractor’s delay is caused by the Contracting Authority, the Contractor has the right to demand reasonable extension of schedule and/or deadline and compensation for justified additional costs. The Contractor shall immediately inform the Contracting Authority of the delay or possibility thereof and the consequences in a format which can be reproduced in writing. 10.4. The Contracting Authority shall suspend payment of fees to the Contractor on the basis of the Agreement and the procurement contract in whole or in part if: 10.4.1. The Contractor does not perform the Agreement and/or the procurement contract; 10.4.2. Deficiencies or other breaches of obligations by the Contractor are discovered in the course of performance of the Agreement and/or the procurement contract or in the Works performed; 10.5. The Contractor may suspend the performance of Works in whole or in part if: 10.5.1. The Contracting Authority does not perform the Agreement and/or the procurement contract; 10.5.2. The Contracting Authority is in delay with payments of the procurement contract fees for more than 30 calendar days; 10.6. The differences between the Parties arising from the performance of Works, including the elimination of errors, shall be resolved primarily on the basis of the objectives of the Works from the viewpoint of the Contracting Authority. If the Contractor does not agree with the position of the Contracting Authority, the obligation to prove the inappropriateness of the position of the Contracting Authority rests with the Contractor. 10.7. If the Contractor does not perform the Works, does not deliver the Works to the Contracting Authority or does not eliminate the errors at the agreed time and under the agreed conditions, the Contracting Authority has the right to demand a contractual penalty of 0.5% of the cost of the works not performed or not delivered per day, in total not more than 20% of the price of the Works under the related procurement contract.  Annex 2 Framework Agreement draft 10.8. If a Party violates an obligation arising from article 8 and/or 9 of this Agreement, the other Party has the right to demand a contractual penalty of 2000 euros for each violation from the defaulting Party. 10.9. The parties shall submit the claim for contractual penalty arising from the Agreement and/or procurement contract to the Party who has violated the obligations, within a reasonable period of time but not later than within 3 months as of the date on which the Party has acquired the right to submit the claim for contractual penalty. 10.10. Contractual penalties and interest shall be paid within 21 calendar days as of the receipt of the corresponding claim. 10.11. The Parties have the possibility of netting each other. 11. Entry into force, amendment and termination of this Agreement 11.1. The Agreement shall enter into force after the signature of the Agreement by the latter Party and shall remain in force for 36 months or until the amount of 300 000 euros (excluding VAT) has been reached, or until the early termination of the Agreement. 11.2. The Agreement and/or procurement contract may be amended only by written agreement of the Parties and the amendments shall be prepared as an Annex to the Agreement or procurement contract. Amendments shall enter into force after signature by the Parties or within the term indicated by the Parties in the amendment. Upon amendment of the contract, the Parties shall comply with the conditions provided for in § 123 of the Public Procurement Act. 11.3. Changes in the contact details of the Parties shall be notified to the other Party within a reasonable period of time. Modification of the contact details shall not be deemed to be amendment of the Agreement within the meaning of article 11.2. 11.4. Either Party may cancel the Agreement on an extraordinary basis without notice if it becomes evident that, taking into account all the circumstances and taking into account the interests of the Parties, the Party wishing to cancel the Agreement cannot be expected to continue to perform the Agreement, in particular if the Party has failed to perform the obligations arising from the Agreement and has not performed the corresponding obligation within the additional term granted to the Party. 11.5. A Party shall forward to the other Party a notice of cancellation of the Agreement pursuant to clause 7.6. 11.6. In the event of cancellation of the Agreement, the Contractor has the right to demand only the fee for the Works actually performed and accepted by the Contracting Authority until the last date of validity of this Agreement. 12. Final provisions 12.1. This Agreement shall be signed in two identical copies having equal legal force and each Party receives a copy. 12.2. Disputes arising from the Agreement shall be settled by negotiation. If an agreement is not reached, the dispute shall be resolved pursuant to the procedure provided for in the legislation of the Republic of Estonia. 12.3. In matters not covered by the Agreement and/or procurement contract, the Parties shall be guided by the legislation in force in the Republic of Estonia. 12.4. The representatives of the Parties affirm that they have all the rights and sufficient powers to conclude the Agreement on behalf of the principal in accordance with the law and that, to their knowledge, there is no impediment to the performance of the obligations assumed and set out in the Agreement. 12.5. The Contractor has no right to transfer the rights or obligations arising from the Agreement and/or procurement contract to a third party.  Annex 2 Framework Agreement draft 12.6. The content of this Agreement is public information. Signatures of the Parties: Contracting Authority Contractor CPTRA LS Telcom Registry code: 70003218 Registry code: Address: Endla 10A, 10122 Tallinn, Address: ESTONIA Telephone: +372 667 2000 Telephone: E-mail: [email protected] E-mail: Kristi Talving Director General Date of signature: Date of signature:  Annex 3 to the Framework Agreement List of public holidays Estonia Germany 01 January 24 February 29 March 2024 18 April 2025 03 April 2026 31 March 2024 20 April 2025 05 April 2026 01 May 19 May 2024 08 June 2025 24 May 2026 23 June 24 June 20 August 24 December 25 December 26 December