CONTRACT FOR SERVICES GTK

ASUTUSESISESEKS KASUTAMISEKS Märge tehtud: 24.03.2022 Kehtib kuni: 23.03.2027 Alus: AvTS § 35 lg 1 p 17 Teabevaldaja: Haridus- ja Teadusministeerium Teie: 31.01.2022 nr 1-4/22-24 Sirli Sipp Kulli Eesti Geoloogiateenistus Meie: 24.03.2022 nr 10- 1.1/22/498-2 Teadus- ja arendustegevuse erandi hinnang Austatud Sirli Sipp Kulli Eesti Geoloogiateenistus on oma 31. jaanuari 2022. a e-kirjas esitanud Haridus- ja Teadusministeeriumile projekti „GEOENEST“ raames teostatava maapõuesoojuse uuringu lähteülesande ning palunud hinnata, kas tellitava teenuse puhul on õigustatud riigihangete seaduses sätestatud teadus- ja arendusteenuse erandi kohaldamine. Haridus- ja Teadusministeerium viis läbi lähteülesande analüüsi ning esitab käesolevas kirjas selle kohta hinnangu. Juhendmaterjali „Teadus- ja arendustegevuse erandi kohaldamine teenuste tellimisel“ kontroll-leht on lisatud kirjale. Tellitav teenus vastab kõigile TA-tegevuse tunnustele. Tellitav teenus on uudne, kuna eesmärgiks on saada uusi andmeid Eesti maapõue ja geoloogia kohta. Teenus on ettemääramatu tulemusega, sest millised on geokeemiliste, geofüüsikaliste, petrograafiliste ja geokronoloogiliste analüüside tulemused, ei ole võimalik tõekindlalt ette ennustada. Koostöös teenuse osutajatega töötatakse välja uurimismeetodid, ulatus ja sisu, mis vajab loomingulist lähenemist. Teenus on süstemaatiline, kuna tegemist on EGT igapäevase põhitegevusega, siis tehakse seda pidevalt ja süsteemselt, samuti on riigi üheks maapõuepoliitika põhisuunaks maapõuealase teabe ajakohasena hoidmine. Uuring on ülekantav ja/või korratav - uuringute tulemused on ette nähtud kõikidele asjahuvilistele kasutamiseks. EGT põhimääruse § 9 lõike 1 punkt 9 kohustab maapõuealast teavet vahendama avalikkusele. Selleks, et EGT tegevuse tulemused oleksid korratavad, tuleb eelnimetatud teenuseid tellida tunnustatud asutuselt, mis tagab analüüside kvaliteedi ning katseparameetrite nõuetekohase kirjeldatuse. Viimane omakorda võimaldab uurimistulemusi korrata (valideerida). Tellitavast teenusest saadav kasu on laiem kui üksnes hankija enda tegevuse läbiviimiseks. Uuringu positiivne mõju on suunatud kasvuhoonegaaside vähendamisele, kasutades kütte ja jahutussüsteemides geotermaalenergiat. Munga 18/ 50088 Tartu/ 735 0222/ [email protected]/ www.hm.ee/ Registrikood 70000740 Haridus- ja Teadusministeeriumi hinnangul on projekti „GEOENEST“ raames teostatava maapõuesoojuse uuringu puhul õigustatud riigihangete seaduse §11 lõike 1 punktis 19 toodud teadus- ja arendusteenuse erandi kohaldamine. Teenus vastab CPV koodile 73000000-2. Lugupidamisega (allkirjastatud digitaalselt) Katrin Pihor teadus- ja arendustegevuse poliitika osakonna juhataja Lisa: TA erand_kontroll-leht Katrin Mandra 735 0142 [email protected] 2 (2)  Teadus- ja arendustegevuse erandi kohaldamine teenuste tellimisel KONTROLL-LEHT I Info tellitava teenuse kohta Tellitava teenuse nimetus Maapõuesoojuse uuringud projekti „GEOENEST“ raames Teenuse tellija Eesti Geoloogiateenistus Teenuse eeldatav maksumus 200 000 (ilma KM-ta) Teenuse lühikirjeldus (eesmärk, Töö pikem eesmärk on kasvuhoonegaaside vähendamine, oodatavad tulemused, peamised kasutades kütte ja jahutussüsteemides geotermaalenergiat. tegevused, nõuded teostajale) Projekti tulemusena selgub, kas geotermaalenergia on tehniliselt ja majanduslikult teostatav vähese heitega energialahendus kütteks, jahutamiseks ja energia salvestamiseks erinevates hübriidenergiasüsteemides. Valmib kaks optimeeritud geotermaalenergia katsejaama, et näidata geotermaalenergia kasutamise sobivust Eestis. Võimestub geotermaalenergia rakenduste ehitamine Eestis. Töö sisu: projektis ettenähtud ülesannete täitmiseks on EGT-l tarvis kaasata unikaalset oskusteavet ning see tellitakse Soome Geoloogiateenistuselt (GTK), kuna neil on ainulaadsed uurimismeetodi võimalused Eesti geotermilisteks uuringuteks. EGT-l on põhjalikud teadmised kohalikust geoloogilisest ja geofüüsikalisest keskkonnast, ent geotermaalenergia kasutamise protsessi jaoks on vaja neid kohandada: 1) teadmiste siirde kaudu (sh välimõõtmiste tehnikatega seotud teadmiste siire, aktiveeritud hajutatud termilise sensori (ADTS) meetodi kasutamise teadmiste siire ja geotermilise süsteemi kavandamise ja optimeerimisega seotud teadmiste siire; 2) välitööde ja abis välitööde vahendite hankimise protsessis. 3) nõuandev roll Eesti geotermaalprojektis – See hõlmab oskusteabe edasiandmist Soome geotermaalenergia projektidest saadud õppetundidest. 4) ühised teaduslikud väljaanded; 5) EGT ja GTK uuriksid koos Euroopa geotermaalenergia teadusprojektide rahastamisvõimalusi ning kasutaksid neid koos teiste sobivate partneritega, näiteks programmi „Horisont“ konkursside raames; 6) EGT koolitab ühe geotermaalenergia teadlase GTK Soome või rahvusvahelises geotermaalenergia projektis töötamiseks. II Tellitava teenuse liigitamine T&A teenuse alla Nr Kriteerium Vastavus Selgitus/põhjendus (lisada selgitus, kuidas kriteeriumile on tellitava teenuse puhul antud kriteerium jah/ei täidetud) CPV kood (märgi sobivad): 73000000-2 Uurimis- ja arendusteenused ja seonduvad nõustamisteenused. 73100000-3 Uurimis- ja eksperimentaalarendustöö teenused. 73110000-6 Uurimistööteenused.  73111000-3 Uurimislaborite teenused. 73112000-0 Mereuuringute teenused. 73120000-9 Eksperimentaalarendusteenused. 73300000-5 Uurimis- ja arendustöö planeerimine ning elluviimine. 73420000-2 Teostatavuse eeluuring ja tehnoloogilised demonstratsioonid. 73430000-5 Testimine ja hindamine Kirjeldus, kuidas hinnatav teenus Tellitav teenus on uudne, kuna eesmärgiks on saada uusi vastab valitud CPV koodile, sh kas andmeid Eesti maapõue ja geoloogia kohta. Teenus on tellitav teenus vastab T&A ettemääramatu tulemusega, millised on geokeemiliste, tegevuse tunnustele (on uudne, geofüüsikaliste, petrograafiliste ja geokronoloogiliste loominguline, ettemääramatu analüüside tulemused ei ole võimalik tõekindlalt ette tulemusega, süstemaatiline, ennustada. Koostöös teenuse osutajatega töötatakse välja ülekantav ja/või korratav) uurimismeetodid, ulatus ja sisu, mis vajab loomingulist lähenemist. Teenus on süstemaatiline kuna tegemist on EGT igapäevase põhitegevusega, siis tehakse seda pidevalt ja süsteemselt, samuti on riigi üheks maapõuepoliitika põhisuunaks maapõuealase teabe ajakohasena hoidmine. Uuring on ülekantav ja/või korratav - uuringute tulemused on ette nähtud kõikidele asjahuvilistele kasutamiseks. EGT põhimääruse § 9 lõike 1 punkt 9 kohustab maapõuealast teavet vahendama avalikkusele. Selleks, et EGT tegevuse tulemused oleksid korratavad, tuleb eelnimetatud teenuseid tellida tunnustatud asutuselt, mis tagab analüüside kvaliteedi ning katseparameetrite nõuetekohase kirjeldatuse. Viimane omakorda võimaldab uurimistulemusi korrata (valideerida). KOKKUVÕTE Haridus- ja Teadusministeeriumi hinnangul vastab tellitav teenus teadus- ja arendustegevuse määratlusele ning viiele põhialusele. III T&A erandi rakendamise aluse määratlemine Nr Kriteerium Vastavus Selgitus/põhjendus (lisada selgitus, kuidas kriteeriumile on tellitava teenuse puhul antud kriteerium jah/ei täidetud) 1 T&A teenuste lepingust Jah Teenusest saadav kasu on laiem, kui üksnes tulenev kasu on laiem kui hankija enda tegevuse läbiviimiseks. üksnes hankija enda tegevuse läbiviimiseks 2 T&A teenuste eest ei tasu Ei Majandus- ja täies ulatuses hankija Kommunikatsiooniministeerium KOKKUVÕTE Teenus vastab teadus- ja arendusteenuse erandi rakendamise alusele, kuna teenusest saadav kasu on laiem kui üksnes hankija enda tegevuse läbiviimiseks. IV Kokkuvõttev hinnang teenusele teadus- ja arendustegevuse erandi kohaldamiseks Haridus- ja Teadusministeeriumi hinnangul vastab tellitav teenus „Maapõuesoojuse uuringud projekti „GEOENEST“ raames“ teadus- ja arendusteenuse määratlusele ning Frascati käsiraamatus kirjeldatud viiele põhialusele. Teenus ei ole hankelepingu alusel turustatav ning teenusega on täidetud teadus- ja arendusteenuse rakendamise alused, kuna teenusest saadav kasu on laialdane. Haridus- ja Teadusministeeriumi hinnangul on tellitava teenuse puhul õigustatud riigihangete seaduse § 11 lõike 1 punktis 19 toodud teadus- ja arendusteenuse erandi kohaldamine. Katrin Mandra teadus- ja arendustegevuse poliitika osakonna peaekspert Haridus- ja Teadusministeerium  PROPOSAL Geothermal R&D co- operation Geological Survey of Finland www.gtk.fi | Tel +358 29 503 0000 | Business ID: FI02446807  PROPOSAL GTK/466/03.02/2021 2 (6) 12.4.2022 Geological Survey of Finland Energy and Construction Unit Teppo Arola Chief Expert Phone: +29 503 2207 E-mail: [email protected] Geological Survey of Estonia Aivar Auväärt Advisor Phone: +372 521 3831 E-mail: [email protected] Geothermal R&D co-operation in Estonian geothermal project Geological Survey of Finland (GTK) wishes to thank the Geological Survey of Estonia (EGT) for the opportunity to provide geothermal consultancy services to support Estonian geothermal project. This proposal is based on several discussions between EGT geothermal project group and GTK presentative and on the “Updated program and preliminary budget estimation” document in possession of both surveys (dated 22nd November 2021). GENERAL DESCRIPTION OF THE WORK This proposal describes the general level of R&D co-operation expected to model the partnership between EGT and GTK. Detailed implementation of the work program, its costs, and any complementary activity should be agreed separately in writing, following the terms and budget described in this proposal. This proposal assumes that EGT has extensive knowledge of the local geological and geophysical environment of the areas subject of study. In addition, we agreed that this baseline knowledge has not yet been used for assessing geothermal assets in Estonia. GTK offers the following R&D co-operation model: Work package (WP) 1: Education Education tasks will target increasing the knowledge about the Estonian geothermal prospects by applying theoretical and in situ tests. This proposal includes the following field measurements and techniques Geological Survey of Finland  PROPOSAL GTK/466/03.02/2021 3 (6) 12.4.2022 • Distributed thermal sensing (DTS) method education. Education will include theoretical classes at the office (EGT or GTK) and practical tests on field in Estonia. The minimum education and preparation time for the DTS measurements and results interpretation is approximately 15 to 20 days. We propose to carry on the training in two periods: first theoretical + field education session and secondly evaluate the results and conduct interpretation of the data obtained in the field. The second session will be arranged after EGT has accomplished its own field measure campaign. • Activated distributed thermal sensing (ADTS) method education. Education will include theoretical classes at the office (EGT or GTK) and practical tests on field in Estonia. ADTS method can be educated similarly with DTS education. The minimum education and preparation time for the ADTS measurements and results interpretation is approximately 3 to 4 days. We propose to carry the training in two periods, as per the DTS education previously described. • Education on geothermal system planning and optimization. This includes know- how transfer and training to use different geothermal modelling tools such as EED and Comsol software. The measurement data obtained from field measurements will be used for modelling and optimizing potential geothermal systems in Estonia. The Minimum education and preparation time for EED modelling is 4 to 6 days depending on the geothermal knowledge of the student(s). Comsol modelling requires more sophisticated computational skills, for example Python code experience, and hence education and preparation for Comsol requires minimally 10 to 15 days of preparation and training. Work package 2: Field work and assistance in field work instrument procurement process GTK will assist GSE to buy the most cost-effective measuring tools for geothermal research. We recommend EGT buy its own (A)DTS equipment and cables related to the thermal test measurement. GTK researchers will participate in the field work according to project needs and demands. A detailed field work campaign will be agreed upon together with EGT before each field work session. The education part will be added to field work so that WP 1 and WP 2 will be partially concurrent. Geological Survey of Finland  PROPOSAL GTK/466/03.02/2021 4 (6) 12.4.2022 Work package 3: Advisory role in Estonian geothermal project This WP includes know-how transfer from Finnish geothermal projects with lesson learned methods and application in the Estonia geological setting. GTK will advise the geothermal related information and exchange common goals between EGT and GTK. All project meetings (both personal and remote) and other practical advisory tasks related to project planning will be conducted under an advisory role. The needs of the project define the time spent on the work. Work package 4: Common scientific publication work related to, for example, mapping the Estonia geothermal potential or Estonian/Finnish geothermal pilot project. This WP is contingent on the quality of the data and high-level skills obtained in WP1, WP2 and WP3. Work package 5: EGT and GTK will collaborate searching European geothermal research grants and funding opportunities. If relevant opportunities are found, the surveys may invite further suitable partners and apply for grants such as the Horizon, for example. Work package 6: EGT trained geothermal researcher to work in GTK’s Finnish or international geothermal project. This WP will be defined later if working possibilities occurs. WP 6 is as an option in this proposal. SCHEDULE Work will be started immediately after signing the contract. Detailed schedules for the education and field work tasks will be mutually agreed with EGT and GTK. Minimum preparation time for education and field work is 2 to 3 weeks outside holiday season. The project will end when Estonian geothermal project ends. If this is not determined accurately in contract, this project ends no later than 31st December 2023. PRICE GTK will charge EGT from work packages (WP) 1, 2 and 3. Both parties shall cover their expenses related to scientific publication and EU project applications (WP’s 4 and 5). If an EGT researcher works on a project funded by an external client, EGT can invoice GTK with a similar number of working hours that GTK will charge its client (WP 6). In this case (WP 6), the budget agreed between EGT and GTK will be determined separately with GTK and EGT before working is started. The charging rates cannot exceed the rate GTK will charge its client. Geological Survey of Finland  PROPOSAL GTK/466/03.02/2021 5 (6) 12.4.2022 This is a unit price-based proposal. Estimation of working hours and travelling costs for tasks will be agreed upon between EGT and GTK before starting the work. Hence both parties are aware of the budget estimation before any work starts. The work will be done according to the following unit prices: - Project manager: 800 € / day - Geothermal specialist (geologist, geophysicist, geochemist): 640 € / day - Field work (geologist, geophysicist, geochemist): 512 € / day - Daily allowance: 58 € / day - Kilometre allowance if driving with GTK car: 0,46 c / km - Travelling tickets and accommodation: according to current rates and in accordance with the completed performance. In case of EGT doesn’t purchase the (A)DTS equipment, renting unit price will be charged from EGT as following: - DTS device rent: 150 € / day - Transformer for ADTS: 100 € / day - DTS measuring cable: 4 € / m - ADTS measuring cable: 10 €/m - Motorized winding frame: 30 €/day We assume that EGT will arrange electricity for (A)DTS measurements. We also assume that EGT will arrange possibly needed permits, access, and vehicles to accomplish thermogeological measurements. The total project price will not exceed 180 000 €. This maximum price will include all costs. Prices presented here do not include VAT, which will be added if required by the laws or administrative rules. VAT-number of Geologian tutkimuskeskus (Geological Survey of Finland, GTK): FI02446807. ADDITIONAL WORK Any additional work will be agreed upon separately in accordance with the unit prices presented in this proposal. TERMS OF PAYMENT AND INVOICING The invoice shall be paid within thirty (30) days of their receipt. The interest on overdue payment is according to the Finnish law of interest. Geological Survey of Finland  PROPOSAL GTK/466/03.02/2021 6 (6) 12.4.2022 WP 1 and 2 will be invoiced in two in two instalments: the first instalment after theoretical and the first field education and the second after results interpretation session. WP3 will be charged in quarterly interwall. The first invoice will be sent at the end of Q2 / 2022. VALIDITY OF THE PROPOSAL This proposal is valid until 12th June 2022. OTHER TERMS The General Terms of Contract of the GTK, where applicable. Exception for the General Terms of Contract of the GTK, paragraph 7, GTK will have parallel, non-exclusive full right to use, modify, compile and share thermogeological data made or gained during GTK’s training or directly acquired during the consultancy project. This exception is due to reason that GTK could accomplish scientific publication together with EGT. We shall be pleased to receive your order, which will have our prompt and careful attention. Yours faithfully, Kimmo Tiilikainen Saku Vuori Director General Director, Science and Innovation Encls: The General Terms of Contract of the GTK Geological Survey of Finland  General terms of contract 1 (6) 1.10.2019, update 8.4.2020 GENERAL TERMS OF CONTRACT OF THE GEOLOGICAL SURVEY OF FINLAND 1. SCOPE OF THE TERMS 1.1 These general terms of contract shall be applied to all commissioning between the customer and the Geological Survey of Finland (hereinafter GTK), unless otherwise agreed in writing. 1.2 Any amendments and additions to these terms shall be agreed upon in writing between the contractual parties. 1.3 The terms specific to an individual commissioning task shall be agreed upon in a separate contract, which, together with these general terms, constitute the contract for the commissioning task entered into by the customer and GTK. 2. CONCLUSION OF CONTRACT 2.1 The contract on a commissioning task shall be deemed to have been entered into when b) GTK and the customer have signed a commissioning contract; or c) GTK has received a written notification from the customer of the approval of an offer placed by GTK; or d) GTK has confirmed in writing, by request of the customer, an order placed by the customer. 2.2 GTK’s written offer is valid for a period of one (1) month from its date unless otherwise stated in the offer. 3. CONTRACT 3.1 The contract cannot be transferred to a third party without written consent by the other contractual party. However, this does not constitute an obstacle to GTK using subcontractors. 3.2 Any amendments and additions to the contract must be agreed upon in writing between the contractual parties. 3.3 Should the contents of the contractual documents be in conflict with each other, their order of priority shall be the following: 1) contract, 2) confirmation of order, 3) order, 4) offer, 5) GTK’s general terms of contract, and 6) request for quotation. 4. PROJECT ORGANISATION 4.1 In connection with the commissioning, the contractual parties may set up a project organisation for the implementation of the commissioning task. Any configurations, tasks, responsibilities and modifications must be agreed upon separately in writing. 4.2 The project organisation referred to in Section 4.1 cannot alter the objective of the commissioning task, its budget or its schedule, and no changes shall enter into force without written consent from the contractual parties. 5. GROUNDS FOR CHARGING AND INVOICING 5.1 Unless otherwise agreed on the price or the grounds for charging of the commission or the product, GTK shall charge the customer in accordance with the price list in effect at the time the customer placed their order. GTK shall comply with the Act on Criteria for Charges Payable to the State (150/1992) and the Geologian tutkimuskeskus | Geologiska forskningscentralen | Geological Survey of Finland Espoo  Kokkola  Kuopio  Loppi  Outokumpu  Rovaniemi www.gtk.fi  Puh/Tel +358 29 503 0000  Y-tunnus / FO-nummer / Business ID: 0244680-7  General terms of contract 2 (6) 1.10.2019, update 8.4.2020 regulations based on it when calculating the cost and when charging. Value added tax in accordance with applicable laws and regulations will be added on the invoices. 5.2 If overtime or other special arrangements are required to complete changes or additional tasks requested by the customer, GTK shall separately charge for the costs incurred by such work. 5.3 If the content or schedule of a commissioning task are changed, a corresponding adjustment to the budget and payment must be made. 5.4 If the cost level is substantially changed during the validity period of the contract, and the customer and GTK mutually recognise such a change, the budget and payment shall be adjusted correspondingly, with the adjustment starting from the date on which such recognition is made. 5.5 The payment shall be made on the due date indicated on the invoice. Penalty interest shall be charged on a delayed payment in accordance with the Finnish Interest Act. Should the customer’s payment be in a considerable delay with respect to the duration of the contractual or commissioning period, GTK has the right to suspend the implementation of the commissioning task or withhold its results until the customer is back on schedule with regard to their payments. 5.6 If the work that GTK has been commissioned to perform is changed, delayed or suspended for a reason that is the responsibility of the customer, GTK is entitled to receive a compensation for that portion of the work that has already been completed, in accordance with the agreed grounds for charging, as well as for any extra cost incurred by the change, delay or suspension. 5.7 GTK has the right to withhold the results of the commissioning task until the order has been paid in full. 6. CONFIDENTIALITY 6.1 The contractual parties commit themselves to keeping confidential any confidential information that they obtain from the other party , including any business secrets, binding themselves not to hand over such information to third parties and not to use such information for purposes other than those related to fulfilling their contractual obligations and rights. 6.2. The contractual party is obligated to inform the other contracting party of those of their items of information that they want to be treated as confidential. 6.3 Apart from the exceptions listed in Section 6.5, GTK shall not hand over any results of the commissioning task to third parties without written consent by the customer. 6.4 However, the obligation to maintain confidentiality is not applied to information regarding which the recipient can demonstrate that a) it was public or publicly available at the time it was handed over to the other party; or b) it had become public or publicly available after it was handed over for reasons beyond the responsibility of the receiving party; or c) it had been in the possession of the contractual party without the party handing over the information having laid down any obligation to maintain confidentiality at the time the information was handed over; or d) the recipient had received the information from a third party without this party laying down an obligation to maintain confidentiality; or e) they had independently developed the information without using any confidential information from the other contractual party. Geologian tutkimuskeskus | Geologiska forskningscentralen | Geological Survey of Finland  General terms of contract 3 (6) 1.10.2019, update 8.4.2020 6.5 Furthermore, the obligation to maintain confidentiality does not apply to such confidential information that the recipient is obligated to hand over by law, decree, administrative regulations or other authority order. 6.6 The obligations in accordance with this Section 6 shall remain in force for five (5) years after the confidential information is handed over unless otherwise stipulated by the contract. 6.7 GTK shall ensure that its own obligations to maintain confidentiality be included in any subcontracting contracts entered by GTK. 7. PROPRIETARY AND USER RIGHTS REGARDING THE BACKGROUND MATERIAL AND THE RESULTS 7.1 The contractual parties shall retain all rights for their own background material, unless otherwise agreed in writing. Background material refers to all material that has been produced or is to be produced outside the scope of the commissioning task, such as information, reports, accounts, inventions, ideas, work procedures, solution models, or devices. 7.2 The results produced on the basis of a commissioning task, such as reports or accounts, shall be the property of the customer. All proprietary rights for the results, including those regarding economic intellectual property, shall be transferred to the customer after the payment for the commissioning task has been made in full. Any intellectual property rights that the results may contain and that belong to third parties must be agreed upon separately. GTK is responsible for ensuring that it possesses all the requisite user rights, including the rights to hand over user rights to other parties, required by the extent of the implementation of the commissioning. 7.3 If GTK considers that it can use the results obtained through the implementation of the commissioning in its own research, the terms for the use of such results and the user rights to these must be agreed upon separately in writing. 7.4 Any computer programmes created in connection with implementing the commissioning task shall be GTK’s property, and the intellectual property rights for such programmes shall belong to GTK. If the commissioning task has aimed at developing a computer programme, the customer shall receive a license to use the programme as specified by the contract. 7.5 The customer has the right to use the computer programmes and instructions concerning GTK’s working procedures that it has received from GTK for the implementation of the commissioning only in performing its tasks in accordance with the contract. 7.6 If any procurement has been agreed upon and/or if the offer placed by GTK includes procurement, the object of procurement, including any materials related to it, shall be the property of GTK unless otherwise agreed. 7.7 GTK has the right to use any skills or know‐how that it has obtained through the implementation of the commissioning task also in activities other than those stipulated by the contract. 7.8 Partial publication of the research report is prohibited without written consent by GTK. 7.9 When the results of the commissioning tasks are published, GTK must be appropriately mentioned. 8. DOCUMENTS AND THE TEST MATERIAL 8.1 GTK is obligated to return the documents and other material delivered by the customer only if such a return has been agreed upon with the customer. GTK shall retain the material delivered by the customer for a period of two (2) months after the results or the product of the commissioning task have been handed over. After this time period expires, the material shall be disposed of. GTK shall archive one copy of the final report, and the copy will not be public. Geologian tutkimuskeskus | Geologiska forskningscentralen | Geological Survey of Finland  General terms of contract 4 (6) 1.10.2019, update 8.4.2020 8.2 A written report will be compiled of the commissioning task unless otherwise agreed. 9. POSITION OF THE CONTRACTING PARTIES 9.1 The customer shall hand over to GTK free of charge the necessary basic information, background material, documents and test material, as well as any equipment and resources agreed upon separately which are necessary for the implementation of the commissioning task. The customer is responsible for the accuracy of the material that they deliver and for ensuring that GTK can use said material for the implementation of the commissioning task in accordance with the contract without infringing any third party’s intellectual property rights in effect in Finland. 9.2 The customer has the right to follow the progress of the commissioning task. The customer shall be responsible for the costs incurred by Section 9.1. 9.3 The contractual parties are obligated to inform each other without delay of issues that may jeopardize the implementation of the commissioning task or cause undue cost. 10. USING GTK’S NAME FOR COMMERCIAL PURPOSES 10.1 GTK’s name can be used for commercial purposes only if a prior written consent has been obtained from GTK’s management. 11. GTK’S RESPONSIBILITIES 11.1 GTK shall carry out the commissioning task in accordance with an agreed schedule. In the absence of an agreed schedule, a commissioning task shall be carried without undue delay. 11.2 GTK shall carry out the tasks stipulated by the contract with skill and professionalism. GTK shall ensure that personnel whose competence meets the requirements set for the commissioning task are used for its implementation. 11.3 GTK has always the right to extend the delivery date if the delay for the delivery is attributable to a force majeure, to a cause beyond GTK’s control, to the customer, or to a cause that is the customer’s responsibility. 11.4 GTK shall be responsible for the implementation of the commissioning task in accordance with the contract. GTK shall be responsible for the work carried by a subcontractor as if it were carried out by GTK itself. GTK shall be responsible for all the statutory social, insurance and other costs for its own personnel, and the safety at work. 11.5 GTK shall be responsible for any direct damage incurred to the customer by any wilful or aggravated errors or neglect by GTK. For any damage or harm incurred to a third party or their property as an unavoidable result of the implementation of the commissioning task that GTK has not been able to avoid even through customary observance of care shall be the responsibility of the customer. 11.6 GTK’s responsibility shall in all cases be limited to the payment made to GTK for the implementation of the commissioning task. GTK shall not be responsible for any indirect damage. 11.7 Any requirements for GTK must be presented in writing within one (1) month from the delivery to the customer of the results of the commissioning task. 12. LIABLILITY FOR RISK 12.1 The customer shall be responsible for the devices that they place at the disposal of GTK for the duration of the commissioning task. Geologian tutkimuskeskus | Geologiska forskningscentralen | Geological Survey of Finland  General terms of contract 5 (6) 1.10.2019, update 8.4.2020 12.2 The liability for risk for the results of the commissioning task shall be transferred to the customer upon the delivery of the results. If the delivery is delayed for reasons attributable to the customer, the liability for risk shall be transferred on the date and time at the latest when the delivery should have been taken place. 13. FORCE MAJEURE 13.1 The contractual party shall be relieved of their obligations and obligation to pay damages if a breach of contractual obligations or a failure to fulfil them can be attributed to a force majeure event. A force majeure event refers to an unusual event with an impact on the course of events that occurs after the conclusion of the contract, preventing its fulfilment, that the contractual parties cannot have taken into account when negotiating the contract, and that is independent of the contractual parties and that has impacts which cannot reasonably be avoided. Such an event may refer to war, mutiny, requisition of goods for public needs, an export or import ban, a natural disaster, disruption in public transport and energy distribution, a substantial restriction placed on the operations of GTK by the government budget or the Council of the State, a labour dispute, fire, disruption of data communications, or other corresponding and unusual cause equivalent in consequences and beyond the control of the contractual parties. 13.2 A delay or bankruptcy by a subcontractor for reasons listed above is also regarded as a force majeure cause. 13.3 Should the fulfilment of a contractual obligation be delayed for a reason listed in Section 13.1 or 13.2, the period for fulfilling the contractual obligation will be extended for as long as can be deemed reasonable considering the circumstances. 14. CANCELLATION OF THE CONTRACT 14.1 The contractual party has the right to cancel a contract if the other contractual party is in substantial breach of the terms of the contact and fails to rectify such a breach within 30 days of a notification delivered in writing. The notification of the cancellation must be delivered to the other contractual party without delay and in writing. 14.2 Instead of cancelling the contract, GTK has the right to temporarily suspend work in order to see whether the breach of contractual terms leads to the cancellation of the commissioning contract. If a research contract is cancelled, the customer is obligated to pay compensation for the work already completed, in accordance with the agreed charging grounds, for the period extending to the date of the cancellation of the contract, and, should a contract be entered on continuing the work after the cancellation, for the period extending to the completion of such work. 14.3 GTK has the right to cancel a contract if the customer is evidently bankrupt or is in the process of being liquidated, in debt rescheduling, in legal reorganisation, or is involved in a bankruptcy process. 14.4 Both contractual parties have the right to cancel the contract if the fulfilment of the contract becomes impossible due to the continuation of a force majeure event or the contract is delayed for more than six (6) months. GTK always has the right to cancel the contract irrespective of the above‐mentioned final date if the delay essentially affects GTK. 14.5 If the contract is cancelled, the customer is obligated to pay compensation for the portion of the commissioning task that has already been acceptably performed, for the period that extends to the Geologian tutkimuskeskus | Geologiska forskningscentralen | Geological Survey of Finland  General terms of contract 6 (6) 1.10.2019, update 8.4.2020 cancellation date, in accordance with the agreed charging grounds, or, if the work is continued for a particular reason after the contract is cancelled, for the period that extends to the real cancellation date. 14.6 GTK is obligated to receive compensation for the cost and damage incurred by the cancellation of the contract if the cancellation is caused by the customer or for a reason that is the responsibility of the customer. 15. INVALID TERMS OF CONTRACT 15.1 If any of the clauses or conditions of the contract is deemed invalid, its invalidity has no relevance for the validity of the other terms of the contract. The contractual parties shall replace the invalid term with a valid one that best describes the contractual parties’ willingness at the time the contract was signed. 16. DISAGREEMENT 16.1 Any disagreement that the contractual parties fail to reconcile between themselves shall be brought before the District Court of Länsi‐Uusimaa in Finland for decision in the first instance, except for the intellectual property related matters for which the Finnish Market Court has the jurisdiction. 16.2 With regard to the interpretation of the contract and the settlement of disputes, Finnish legislation valid at the time of the signature of the contract shall be applied. Geologian tutkimuskeskus | Geologiska forskningscentralen | Geological Survey of Finland  CONTRACT FOR SERVICES 12-1/22-168-1 Tallinn 27.05.2022 Geological Survey of Estonia, registry code 70003158, registered address F. R. Kreutzwaldi 5, 44314 Rakvere, Estonia, represented based on the statutes by Director Sirli Sipp Kulli (hereinafter referred to as Customer), and Geological Survey of Finland, registry code 0244680-7, registered address, Vuorimiehentie 5, FI- 02151 ESPOO, represented by the Director General Kimmo Tiilikainen, (hereinafter referred to as the Contractor) have hereby made the following contract for services (hereinafter: Contract): 1. General provisions 1.1. The objective of the Contract is to regulate the relationships, rights, obligations, and liability of the Parties in the performance by the Contractor of the work which is the object of this Contract. 1.2. In the regulation of mutual relationships, the Parties shall be guided by this Contract, and in the issues not regulated with this Contract by the legislation effective in the Republic of Estonia. 1.3. The Contract is hereby concluded based on an exception in accordance with § 11 (1)(19) of Public Procurement Act of Estonia. 1.4. Representatives of the Parties hereby confirm that they have full and adequate authorisation for the conclusion of this Contract in the name of the person represented and that there are no obstacles they are aware of for the fulfilment of their obligations provided in this Contract. 1.5. The terms Customer and Contractor include all individuals employed by the Customer or the Contractor and all other persons involved by the Customer or Contractor in the fulfilment of this Contract with the consent of the other Party. 1.6. Representative of the Contractor hereby confirms that the Contractor has adequate technical competence and resources for the professional fulfilment of the Contract according to the quotation. 1.7. The Contract documentation consists of this Contract, annexes to this Contract and any amendments to the Contract that may be agreed upon after signing this Contract.  2 1.8. This Contract is hereby signed with the following annexes: 1.8.1. Annex 1 – exception letter. 1.8.2. Annex 2 – quotation submitted by the Contractor. 2. Object of the Contract and due date for the completion of Work 2.1. The object of this Contract is Geothermal R&D co-operation in Estonian geothermal project (hereinafter referred to as the Work). More detailed description is given in the Annex 2. 2.2. The Contractor shall perform the Work specified in Article 2.1 and shall deliver the Work to the Customer no later than 31.12.2023. 3. Rights and obligations of the Customer 3.1. The Customer shall have the right: 3.1.1. to require from the Contractor high-quality and timely performance and delivery of the Work according to the requirements and terms and conditions of the Contract. 3.1.2. to check the progress of the Work and request information from the Contractor on the performance of the Work. 3.2. The Customer shall be obliged: 3.2.1. to create the necessary conditions for the Contractor for the performance of the Work, and to present or arrange access for the Contractor to the data and information required for the performance of the Work. 3.2.2. to accept and review the Work presented by the Contractor and, in the case of nonconformity of the Work with the terms and conditions of the Contract, to send to the Contractor the respective written notice within the term specified in Article 5.2, setting the due date for the removal of the shortcomings. 3.2.3. to approve the Work presented by the Contractor if the Work has been performed according to the requirements and conforms to the description presented in Annex 1. 3.2.4. to pay for the Work to the Contractor according to the terms and conditions provided in this article of 6 the Contract. 4. Rights and obligations of the Contractor 4.1. The Contractor shall have the right: 4.1.1. to require from the Customer the creation of the necessary conditions for the performance of the Work, and presentation or arrangement of access to the data and information required for the performance of the Work. 4.1.2. to use its work methods and equipment for the performance of the Work. 4.1.3. to request from the Customer the removal of illegitimate obstacles from the performance of the Work. 4.1.4. to receive the payment provided in Article 6 for the Work performed according to the requirements and approved by the Customer. 4.2. The Contractor shall be obliged: 4.2.1. to perform the Work professionally and at high quality and in accordance with the terms and conditions of the Contract and Annex 1 and to deliver the Work to the Customer or to the person indicated by the Customer by the due dates and according to the procedure specified in the Contract.  3 4.2.2. to perform the Work following the requirements established in the Contract and in the legislation and to ensure fulfilment of the obligations arising from the Contract in accordance with good practice. 4.2.3. to perform the Work personally or to involve third persons in the performance of the Work with the consent of the Customer. 4.2.4. to allow the Customer to check the progress of the Work and to present information at the request of the Customer on the performance of the Work. 4.2.5. to notify the Customer immediately of any delays in the performance of the Work, also to notify the Customer of any other circumstances that may have an impact on or impede the fulfilment of the obligations or exercising of rights provided in the Contract. 4.2.6. in the case of non-conformity of the Work to the terms and conditions of the Contract to remove any shortcomings in the Work at the request of the Customer or to present a new Work which conforms to the terms and conditions of the Contract by the due date indicated by the Customer. 4.2.7. to keep the data and information acquired in the course of performance of the Work fully confidential before third persons. Notwithstanding the foregoing, GTK has a perpetual parallel non-exclusive license right to store and use the data measured by GTK for scientific research purposes such as conference presentations and publications or scientific peer-reviewed publications. Doing so, GTK shall not disclose any confidential business information of EGT in the Publications. 4.2.8. to surrender to the Customer all proprietary rights related to the Work from the moment of approval of the Work by the Customer. The Contractor shall have no right to transfer to third persons any rights which are similar to the rights surrendered to the Customer. Notwithstanding the foregoing, GTK shall have a perpetual parallel non-exclusive license right to store and use the data produced by GTK during and after the project. 4.2.9. Together with the object of this Contract, the Contractor shall deliver to the Customer all proprietary rights to the object of the Contract and hereby confirms its full authorisation for their assignment to the Customer, and in the case of any claims of third persons to the Customer in relation to these rights, the Contractor shall compensate to the Customer any damage and expenses arising from such claims. 4.2.10. The Contractor shall give the right to the Customer to modify/merge the Software to other software used by the Customer at the responsibility of the Customer (modifier/merger), and the Contractor hereby confirms its full authorisation for their assignment to the Customer, and in the case of any claims of third persons to the Customer in relation to these rights, the Contractor shall compensate to the Customer any damage and expenses arising from such claims. 4.2.11. The proprietary rights fee is included in the fee specified in clause 6. 5. Delivery and acceptance of the Work and approval of the Work 5.1. The Contractor shall present the Work by the due date indicated in Article 2.2 together with delivery and acceptance reports executed in writing and signed by both Parties. 5.2. WP 1 and 2 will be delivered and accepted in two parts: the first part after theoretical and the first field education and the second after results interpretation session. WP3 will be delivered and accepted in the end of quarter at quarterly interval. Estimation of working hours and  4 travelling costs for tasks will be agreed upon between EGT and GTK before starting the specific task. 5.3. The Customer shall review the Work and send to the Contractor the written notice on the approval or disapproval of the Work within 10 working days from the date of signing the report on delivery and acceptance of the Work. If the above-mentioned written notice is not sent within the term specified, the Work shall be deemed as approved by the Customer. 5.4. If the Work does not conform to the terms and conditions of this Contract, the Customer shall indicate the specific shortcomings of the Work and set a reasonable term for their removal or for the performance of a new Work which conforms to the terms and conditions of the Contract. 6. Amount of the payment, due dates and procedure for payments 6.1. The price of the Contract is 180 000 euros to which value-added tax of 0 % shall not be added. 6.2. The Customer shall pay for the Work performed after the approval of the Work within 21 days from the reception of the invoice presented by the Contractor. 7. Liability 7.1. A Party which has violated the Contract shall have to compensate the related damage to the other Party. 7.2. If the Work does not conform to the requirements agreed upon in the Contract, the Contractor shall be liable for the violation of the Contract. 7.3. If the Contractor fails to present the Work ordered by the due date for reasons which are not under the control of the Customer, the Customer shall have the right to claim from the Contractor a forfeit of 0,15% of the price of the Work for each day delayed up to and not exceeding the maximum of 10% with the delivery or performance of the Work. 7.4. If the Contractor violates any obligations arising from the Contract, the Customer shall have the right to request the removal of the violations by setting a reasonable deadline to the Contractor for the removal of the violation. If the Contractor fails to fulfil the request within the term allowed, the Contractor shall pay to the Customer the forfeit of 0,15% the price of the Work for each day delayed delayed up to and not exceeding the maximum of 10% with the delivery or performance of the Work. In case the violation is thereafter not removed the Customer may consider handling the violation of removal according to chapter 10.3. of this Contract 7.5. The Customer shall have the right to reduce by the forfeit amount the amount payable to the Contractor for the Work. 7.6. If the Work does not conform to the requirements and the Contractor fails to remove the shortcomings or to present a new Work performed according to the requirements by the due date set by the Customer according to Article 5.3, the Customer shall have the right to reduce the agreed price of the Work by up to 10% and/or to withdraw from the Contract and to request compensation for the damage caused. 7.7. In the case of a failure to pay in due time the invoice for the Work performed according to the requirements and approved by the Customer, the Customer shall have to pay a fine for delay, which shall be 0,03% of the amount delayed for each day delayed.  5 7.8. Payment of the fines for delay and forfeits specified in the Contract shall not relieve the Parties from the fulfilment of other obligations arising from the legislation and from this Contract. 8. Force Majeure 8.1. The Parties shall be liable for the violation of their obligations except if the violation was justifiable. Violation of an obligation is justifiable if it was caused by circumstances which were unforeseeable or not under the control of the Party (force majeure). Impeding circumstances which were not under the control of a Party or which the Party could not reasonably have expected to take into account or prevent or overcome or to overcome their consequences at the time of signing this Contract are regarded as force majeure. 8.2. In the case of occurrence of a force majeure, the terms specified in the Contract shall be extended by the period during which the factors of a force majeure shall keep it from the fulfilment of the Contract. 8.3. The Party which violates the Contract due to the circumstances of a force majeure shall have to notify the other Party of the circumstances of the force majeure and their effect immediately after the Party became aware of the circumstances of a force majeure. A Party shall be obliged to take measures as much as possible for the prevention of the damage caused by the circumstances of a force majeure or its consequences or for the reduction of their impact. The Party shall be obliged to continue the fulfilment of its contractual obligations as soon as the circumstances of a force majeure have been removed. 9. Exchange of information 9.1. The Parties shall be obliged to inform each other of any circumstances which may have an effect on or impede the fulfilment of obligations or exercising of rights specified in the Contract. 9.2. Any notices and information related to the fulfilment of the Contract or arising from the Contract shall be deemed as presented formally and according to the Contract if these notices have been sent to the Party in writing (or electronically with a digital signature) or delivered to the other Party against signature at the address indicated in the Contract which the Party has informed the other Party of in writing after signing the Contract. 9.3. Requests for termination of the Contract by the Parties, also claims of one Party to the other due to a violation of the Contract shall have to be in writing above all. An informative message can also be given over the phone. 9.4. A Party shall inform the other Party of any changes in the information presented in the Contract within 2 (two) working days from the date of making the changes. 10. Validity, amendment and termination of the Contract 10.1. This Contract shall take effect from the moment of signing the Contract and annexes to the Contract by both Parties and shall remain in effect until the due fulfilment of the obligations by the Parties. 10.2. The Parties shall have the right to agree on amendment of the Contract only in case the amendment is due to objective circumstances which could not be anticipated by the Customer during the award of the Contract and in case of leaving the Contract unchanged, the achievement of the objective set with the Contract would be fully or in material part set at risk.  6 10.3. The Parties shall have the right to early withdrawal from or cancellation of this Contract in case of significant violation of the obligations arising from this Contract by the other Party. This Contract can be cancelled immediately without an advance notice if the other Party has failed to fulfil its contractual obligations and has not removed the violation within 30 days from the presentation of a request to stop the violation to the Party or, in the case of submission of non-conforming Work, has not removed the shortcomings within the term specified in Article 5.3. 11. Settlement of disputes 11.1. Any disputes arising from the fulfilment, amendment, termination of the Contract or from bearing the respective liability shall be settled by way of negotiations. 11.2. If no agreement is reached as a result of the negotiations, the dispute shall be settled according to the procedure provided in the legislation at the court of law of the jurisdiction of the customer. Legislation of the Republic of Estonia shall apply to the content of this Contract. 11.3. The Contract shall be interpreted proceeding from the joint actual intentions of the Parties even if it deviates from the customary meaning of the words. If the joint actual intentions of the Parties cannot be determined, the Contract shall be interpreted in such a manner as a reasonable person similar to the other Party should have understood the Contract in similar circumstances. 11.4. A provision of the Contract shall be interpreted in combination with other provisions of the Contract by assigning each of them a meaning proceeding from the meaning of the Contract as a whole. 12. Other provisions 12.1. Neither Party can assign to third persons any rights or obligations arising from this Contract without the consent of the other Party. 12.2. Any information received on the basis of this Contract is confidential and shall not be disclosed to third persons. Disclosure of any confidential information related to this Contract to third persons shall only be allowed with a prior written consent of the other Party. The confidentiality requirement provided in this Contract shall not apply to the disclosure of the information to the auditors, lawyers and banks of the Party and to the cases when the Party is obliged to disclose information proceeding from the legislation. The Contractor is aware of the public nature of the Contract except the parts which have been designated for internal use on the grounds arising from the Public Information Act. 12.3. The Contract has been signed digitally. 13. Authorised representatives of the Parties 13.1. The authorised representative of the Customer in the fulfilment and verification and acceptance of the terms and conditions of this Contract is Aivar Auväärt tel.+372 5213831, email address: [email protected] 13.2. The authorised representative of the Contractor in the fulfilment and verification of the terms and conditions of this Contract is Teppo Arola, tel. +358 29 503 2207, e-mail address: [email protected] 13.3. The authorised representative of the Customer shall have the right to represent the Customer in all issues related to the Contract, except issues related to the amendment of the Contract (above all increasing the volume of the Contract, significant changes in the object and/or due  7 date of the Contract), unilateral termination of a Contract with a definite term and presentation of a claim for forfeit, fine for delay and/or damages. 13.4. If the Contractor or Customer replaces its representative with another person, it will inform the other Party immediately of the fact in writing. Signatures of the Parties: Customer: Contractor: Geological Survey of Estonia Geological Survey of Finland Sirli Sipp Kulli Kimmo Tiilikainen Director Director General Olli Breilin Director, Operative Units