Leping

CONTRACT FOR SERVICES No 1-3/21-349-1 Date 23 December, 2021 Contractor Name: Geological Survey of Estonia Registry code: 77000387 Address: F. R. Kreutzwaldi 5 44314 Rakvere Telephone: +372 630 2333 E-mail: [email protected] Bank and bank account: EE221010220027690221, AS SEB PANK, SWIFT CODE EEUHEE2X, ACCOUNT Holder Ministry of Finance Value added tax no: EE102038860 Representative: Sirli Sipp Kulli Position: Director Client Name: Penurco OY Company code: Address: Mechelininkatu 17 A 5, 00100 Helsinki, Finland Telephone: +358 40 5045236 E-mail: [email protected] Representative: Pekka Nurmi Position: Managing Director The Contractor and the Client shall hereinafter be collectively referred to as the “Parties” and each a “Party”. General description of The detailed terms and conditions of the Contract, deadlines and work to be performed cost of work shall be as set out in the Annex 1 which shall be deemed to form and be read and construed as part of the Contract. Final deadline of work To be determined in the Annex 1 to the Contract. Other terms and The Parties shall agree on the deadlines of additional analysis of conditions specific reports, statements, etc., upon submitting the corresponding proposal to the Contractor or by adding or amending the Annex 1 to this agreement (hereinafter referred to as “Contract”). 1  Contact person of the Name: Aivar Auväärt Contractor upon Position: Advisor performing the Telephone: +372 5213831 Contract E-mail: [email protected] Contact person of the Name: Pekka Nurmi Client upon Position: Managing Director performing the Telephone: +358 40 5045236 Contract E-mail: [email protected] GENERAL TERMS AND CONDITIONS OF CONTRACT FOR SERVICES 1. DEFINITIONS For the purposes of the Contract, the following definitions have the following meaning: Contract This Contract entered into between the Parties, together with the Annex 1 referred to therein, including all attachments, appendices, and all documents incorporated by reference therein. Work A service agreed in the specifications set out in the Annex 1 referred herein, the provision of which is the obligation of the Contractor according to the terms and conditions of this Contract. Fee An amount payable by the Client to the Contractor for the performance of the Work pursuant to the procedure provided for in the Annex 1 to the Contract. The fee shall cover all the expenses incurred to perform the Work (incl. expenses on materials, products, equipment, tools, etc., required 2  to perform the Work), overhead costs of the Contractor and all the fees payable for the proper performance of the Work in a timely manner (incl. possible fees paid to third parties). Governing Law Laws of Estonia. Prudent Operating Practice means the standards of practice obtained by exercising that degree of skill, diligence, professionalism, prudence and foresight which could reasonably be expected from a skilled and experienced consultant engaged in the business of providing the Work. 2. OBJECT OF THE CONTRACT 2.1 The object of the Contract shall be the agreement on the terms and conditions of performing the Work under this Framework Contract. The terms and conditions of the Contract shall be applied in performing the Work and paying for the Work performed. 2.2 Scope of Work to be performed by the Contractor, presented in the Annex 1; 2.3 Work schedule, presented in the Annex 1. OBLIGATIONS OF THE PARTIES 3.1 The Contractor shall be required to: 2.1.1 perform the Work in accordance to Prudent Operating Practice and with the usual professional due diligence required for providing a similar service, applying its professional knowledge and experience in the best possible manner for the Client; 2.1.2 notify the Client of any considerable circumstances or changes related to the performance of the Work, in particular of the omissions in the Contract as well as the need to exceed the agreed Fee and to exceed the deadlines of performing the Work, and, at the Client’s request, provide the latter with information about performing the Work; 2.1.3 guarantee the use of appropriately qualified labour in the performance of the Work, and when using third parties, assume liability for the work of the third parties before the Client. 3 2.2 The Client shall be required to: 2.2.1 pay the Contractor the Fee for the Work accepted in accordance with the agreed terms and conditions set out in the Annex 1 referenced therein; 2.2.2 upon and, if necessary, after signing the Contract, deliver to the Contractor documents required for the performance of the Work; 2.2.3 accept the Work properly performed. 3. INSPECTION 3.1 In agreement with the Contractor, the Client shall have the right to inspect the progress of performing the Work at any time. The Client shall have the right to involve, at its own expense, independent experts engaged in the business of providing the Work in the inspection. 3.2 The Client shall immediately notify the Contractor in writing of any non-compliance with the terms and conditions of the Contract discovered during the inspection. The Client shall describe the non-compliance with the terms and conditions of the Contract in sufficient detail. 4  4. DELIVERY AND ACCEPTANCE 4.1 The Contractor shall deliver and the Client shall accept the Work in parts (in accordance with Annex 1). Together with the relevant part of the Work, the Contractor shall present to the Client a Work Completion Certificate for signing. The Client shall sign the Work Completion Certificate or grant a reasonable additional term for the elimination of any discovered deficiencies within 15 (fifteen) working days from the receipt of the relevant part of the Work from the Contractor. 4.2 The granting of a term for the elimination of deficiencies shall be recorded in writing, whereas the Client shall be obligated to explain and justify the deficiencies found in the Work to the Contractor. 4.3 If the Client fails to return with the comments or approval to the Contractor within the foregoing period and to submit a reasoned justification concerning the refusal to accept the Work, the Work shall be deemed as being accepted and the Contractor shall have the right to submit an invoice payable by the Client. 4.4 If the Contractor fails to eliminate the deficiencies indicated by the Client by the established term, the Client shall have the right to terminate the Contract on the basis of subsection 10.3 thereof or to accept the relevant part of the Work with deficiencies, reducing the Contract price accordingly or ordering new work for the improvement/replacement of the deficient Work from third persons and demanding the compensation of the relevant costs from the Contractor. 4.5 When the Contractor has addressed all items in the Clients written justification, the Parties shall approve the final Work Completion Certificate in written form and the Contractor has the right to submit to the Client an invoice based on the final approved Work Completion Certificate. 4.6 The Client may submit to the Contractor additional questions concerning the accepted Work within two (2) months after accepting the corresponding Work Completion Certificate. The Contractor is required to answer to the questions regarding the agreed upon work as soon as possible, considering that answering the questions is subject to the Fee previously agreed between the Parties for that work. 5. PAYMENT OF THE FEE The terms and conditions of payment of the Fee in respect of the Work performed are clearly set out in the Annex 1. 5  6. LIABILITY OF THE PARTIES 6.1 Upon violation of the obligations, each Party shall have the right to use any legal remedies with respect to the Party who has violated an obligation pursuant to the procedure provided for in the Governing Law. 6.2 Notwithstanding anything contained in the Contract, the Contractor’s total aggregate liability shall in no case exceed the price of the Annex 1 to the Contract. 6.3 The limitations on liability provided for in this clause 7 do not apply if the Contractor causes damage intentionally or through gross negligence. 6.4 Subject to clause 7.5 below, in the event of failure to pay the invoice that complies with the terms and conditions of the Contract in a timely manner, the Client shall pay the Contractor default interest of 0.2 percent of the overdue amount per calendar day of delay in payment. 6.5 The amounts payable under the Contract shall be deemed as being paid after the amount is received on the bank account of the Contractor. The Party who pays the amount shall not be liable for the delay in payment if the bank unlawfully or unreasonably delays in making the transfer. 6.6 If the Contractor does not provide the Work in adherence to the due dates and requirements set forth in the Annex 1 to the Contract, and such failure is attributable to the Contractor or its subcontractor, the Client shall have the right to demand from the Contractor a contractual penalty in the amount of 0.2 percent of the cost of the of the Work per calendar day of delay in delivery. The Client shall have the right to deduct all contractual penalties from the amounts payable to the Contractor. 6.7 A Party shall not be liable for any failure of or delay in the performance of the Contract or Annex 1 for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labour disputes, embargoes, government orders or any other force majeure event. 7. TRANSFER OF RIGHTS AND OBLIGATIONS 7.1 The Contractor may transfer his rights and obligations arising from the Contract to third parties only upon the prior written consent of the Client. 7.2 The Client may transfer his rights and obligations arising from the Contract to third parties only upon the prior written consent of the Contractor. 6 7.3 If the rights and obligations are transferred improperly (i.e. not in compliance with the provisions of this section 8), the Party who has transferred the rights and obligations shall be liable for the other Party. 8. NOTICES 8.1 The notices between the Parties related to the performance of the Contract shall be delivered to the other Party in writing or in a format that can be reproduced in writing. Informative notices that do not affect the contractual rights and obligations of the Parties can be sent by the Parties in another manner. 8.2 Changes in the address and contact information shall be communicated to the other Party within a reasonable time. 9. TERM OF THE CONTRACT 10.1. The Contract shall enter into force upon signature thereof by both Parties and shall be effective until the performance of all the obligations of the Parties arising from the Contract or until the expiry of the Contract on other grounds provided for in the Governing Law. 10.2. The Parties have the right to terminate the Contract on grounds set forth in the Contract. 10.3. The Client shall have the right to prematurely terminate the Contract in the case set forth in subsection 5.4 of the Contract; 10.4. The Client shall have the right to terminate the Contract at its own discretion at any time, notifying the Contractor thereof in writing at least 30 (thirty) calendar days in advance. In the case specified in this clause the Client shall pay the Contractor any expenses incurred by the Contractor in accordance with the Contract until the receipt of the application for termination for the purpose of performing the Work actually performed and delivered to the Client. 10.5. The Contractor shall have the right to prematurely terminate the Contract, if the Client has without justification not paid the Price of the Work within 60 (sixty) calendar days from the payment terms set forth in section 6 of the Contract and has failed to make the relevant payment also within the reasonable additional term granted in the Contractor’s relevant written reminder. 10.6. In case of termination of the Contract on the basis of section 10.4, the Contractor has the right to demand compensation of direct damages caused by the Client in connection with termination of the Contract. 7  10. AMENDMENT OF THE CONTRACT The Contract shall be amended in writing. 11. RESOLUTION OF DISPUTES 11.1 This Contract shall be governed by and construed in accordance with the laws of the Republic of Estonia. Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the interpretation, execution, performance, breach, termination or (in) validity thereof, shall be finally settled by the courts of Estonia. 11.2 Before submitting any dispute to the court, the Party intending to submit the claim shall first notify the other Party of the claim. The Parties shall make their reasonable best efforts to settle the claim amicably. If the Parties cannot settle the claim within 14 calendar days after the claimant notifies the other Party, the claimant shall submit the claim for further settlement to the top managements of the Parties. Should there be no settlement within 14 calendar days following submission of the claim to the top management of the Parties, then the claimant shall have the right to submit the claim to be settled by the court as provided above. 12. FINAL PROVISIONS 12.1 This Contract may be executed in several counterparts, each of which shall be an original, all of which shall constitute one and the same instrument. A facsimile signature or an electronically scanned and electronically mailed (e-mail) signed copy shall be considered an original. The individuals signing this Contract certify that they are authorized to execute this Contract on behalf of the Client and Contractor, respectively. 12.2 The language of this Contract shall be English. 12.3 As between themselves the Parties shall be deemed to be independent entities and the contract shall not be construed to create any partnership or permanent association of any kind nor shall it limit the business activities of the Parties. 12.4 In the event of a conflict between the provisions of the Contract and the additional agreement entered into under this Contract or Annex 1 to the Contract, the provisions of the additional agreement or annex to the Contract shall prevail. 8 IN WITNESSES WHEREOF, the Contractor and the Client have appended their respective signatures on the day, month and year written below. SIGNED by Sirli Sipp Kulli __________________________ For and on behalf of the said Signature Geological Survey of Estonia SIGNED by Pekka Nurmi __________________________ For and on behalf of the said Signature Penurco OY 9  ANNEX 1 1. Scope of Work to be performed by the Contractor Consulting and overall assessment on next areas: 1. Criteria for the selection of possible sites: central heating system, energy need of the community, ownership of energy system, the thickness of sedimentary cover (<300 m) 2. Selection of test localities 3. Drilling one hole to each site to study the sedimentary rocks, pumping tests to define groundwater yield 4. Selection of the pilot plant site based on geological properties of the aquifer 5. Additional drilling to map the aquifer in more detail 6. Drilling of pilot wells, pumping tests, etc. 7. Organizing the excursion to Swedish geothermal installations 2. Work schedule 1. January 2022 to 30. June 2022 3. Payment Total payment 14 999€ paid monthly on equal amounts. CONTRACT FOR SERVICES No 1-3/21-349-1 Date 23 December, 2021 Contractor Name: Geological Survey of Estonia Registry code: 77000387 Address: F. R. Kreutzwaldi 5 44314 Rakvere Telephone: +372 630 2333 E-mail: [email protected] Bank and bank account: EE221010220027690221, AS SEB PANK, SWIFT CODE EEUHEE2X, ACCOUNT Holder Ministry of Finance Value added tax no: EE102038860 Representative: Sirli Sipp Kulli Position: Director Client Name: Penurco OY Company code: Address: Mechelininkatu 17 A 5, 00100 Helsinki, Finland Telephone: +358 40 5045236 E-mail: [email protected] Representative: Pekka Nurmi Position: Managing Director The Contractor and the Client shall hereinafter be collectively referred to as the “Parties” and each a “Party”. General description of The detailed terms and conditions of the Contract, deadlines and work to be performed cost of work shall be as set out in the Annex 1 which shall be deemed to form and be read and construed as part of the Contract. Final deadline of work To be determined in the Annex 1 to the Contract. Other terms and The Parties shall agree on the deadlines of additional analysis of conditions specific reports, statements, etc., upon submitting the corresponding proposal to the Contractor or by adding or amending the Annex 1 to this agreement (hereinafter referred to as “Contract”). 1  Contact person of the Name: Aivar Auväärt Contractor upon Position: Advisor performing the Telephone: +372 5213831 Contract E-mail: [email protected] Contact person of the Name: Pekka Nurmi Client upon Position: Managing Director performing the Telephone: +358 40 5045236 Contract E-mail: [email protected] GENERAL TERMS AND CONDITIONS OF CONTRACT FOR SERVICES 1. DEFINITIONS For the purposes of the Contract, the following definitions have the following meaning: Contract This Contract entered into between the Parties, together with the Annex 1 referred to therein, including all attachments, appendices, and all documents incorporated by reference therein. Work A service agreed in the specifications set out in the Annex 1 referred herein, the provision of which is the obligation of the Contractor according to the terms and conditions of this Contract. Fee An amount payable by the Client to the Contractor for the performance of the Work pursuant to the procedure provided for in the Annex 1 to the Contract. The fee shall cover all the expenses incurred to perform the Work (incl. expenses on materials, products, equipment, tools, etc., required 2  to perform the Work), overhead costs of the Contractor and all the fees payable for the proper performance of the Work in a timely manner (incl. possible fees paid to third parties). Governing Law Laws of Estonia. Prudent Operating Practice means the standards of practice obtained by exercising that degree of skill, diligence, professionalism, prudence and foresight which could reasonably be expected from a skilled and experienced consultant engaged in the business of providing the Work. 2. OBJECT OF THE CONTRACT 2.1 The object of the Contract shall be the agreement on the terms and conditions of performing the Work under this Framework Contract. The terms and conditions of the Contract shall be applied in performing the Work and paying for the Work performed. 2.2 Scope of Work to be performed by the Contractor, presented in the Annex 1; 2.3 Work schedule, presented in the Annex 1. OBLIGATIONS OF THE PARTIES 3.1 The Contractor shall be required to: 2.1.1 perform the Work in accordance to Prudent Operating Practice and with the usual professional due diligence required for providing a similar service, applying its professional knowledge and experience in the best possible manner for the Client; 2.1.2 notify the Client of any considerable circumstances or changes related to the performance of the Work, in particular of the omissions in the Contract as well as the need to exceed the agreed Fee and to exceed the deadlines of performing the Work, and, at the Client’s request, provide the latter with information about performing the Work; 2.1.3 guarantee the use of appropriately qualified labour in the performance of the Work, and when using third parties, assume liability for the work of the third parties before the Client. 3 2.2 The Client shall be required to: 2.2.1 pay the Contractor the Fee for the Work accepted in accordance with the agreed terms and conditions set out in the Annex 1 referenced therein; 2.2.2 upon and, if necessary, after signing the Contract, deliver to the Contractor documents required for the performance of the Work; 2.2.3 accept the Work properly performed. 3. INSPECTION 3.1 In agreement with the Contractor, the Client shall have the right to inspect the progress of performing the Work at any time. The Client shall have the right to involve, at its own expense, independent experts engaged in the business of providing the Work in the inspection. 3.2 The Client shall immediately notify the Contractor in writing of any non-compliance with the terms and conditions of the Contract discovered during the inspection. The Client shall describe the non-compliance with the terms and conditions of the Contract in sufficient detail. 4  4. DELIVERY AND ACCEPTANCE 4.1 The Contractor shall deliver and the Client shall accept the Work in parts (in accordance with Annex 1). Together with the relevant part of the Work, the Contractor shall present to the Client a Work Completion Certificate for signing. The Client shall sign the Work Completion Certificate or grant a reasonable additional term for the elimination of any discovered deficiencies within 15 (fifteen) working days from the receipt of the relevant part of the Work from the Contractor. 4.2 The granting of a term for the elimination of deficiencies shall be recorded in writing, whereas the Client shall be obligated to explain and justify the deficiencies found in the Work to the Contractor. 4.3 If the Client fails to return with the comments or approval to the Contractor within the foregoing period and to submit a reasoned justification concerning the refusal to accept the Work, the Work shall be deemed as being accepted and the Contractor shall have the right to submit an invoice payable by the Client. 4.4 If the Contractor fails to eliminate the deficiencies indicated by the Client by the established term, the Client shall have the right to terminate the Contract on the basis of subsection 10.3 thereof or to accept the relevant part of the Work with deficiencies, reducing the Contract price accordingly or ordering new work for the improvement/replacement of the deficient Work from third persons and demanding the compensation of the relevant costs from the Contractor. 4.5 When the Contractor has addressed all items in the Clients written justification, the Parties shall approve the final Work Completion Certificate in written form and the Contractor has the right to submit to the Client an invoice based on the final approved Work Completion Certificate. 4.6 The Client may submit to the Contractor additional questions concerning the accepted Work within two (2) months after accepting the corresponding Work Completion Certificate. The Contractor is required to answer to the questions regarding the agreed upon work as soon as possible, considering that answering the questions is subject to the Fee previously agreed between the Parties for that work. 5. PAYMENT OF THE FEE The terms and conditions of payment of the Fee in respect of the Work performed are clearly set out in the Annex 1. 5  6. LIABILITY OF THE PARTIES 6.1 Upon violation of the obligations, each Party shall have the right to use any legal remedies with respect to the Party who has violated an obligation pursuant to the procedure provided for in the Governing Law. 6.2 Notwithstanding anything contained in the Contract, the Contractor’s total aggregate liability shall in no case exceed the price of the Annex 1 to the Contract. 6.3 The limitations on liability provided for in this clause 7 do not apply if the Contractor causes damage intentionally or through gross negligence. 6.4 Subject to clause 7.5 below, in the event of failure to pay the invoice that complies with the terms and conditions of the Contract in a timely manner, the Client shall pay the Contractor default interest of 0.2 percent of the overdue amount per calendar day of delay in payment. 6.5 The amounts payable under the Contract shall be deemed as being paid after the amount is received on the bank account of the Contractor. The Party who pays the amount shall not be liable for the delay in payment if the bank unlawfully or unreasonably delays in making the transfer. 6.6 If the Contractor does not provide the Work in adherence to the due dates and requirements set forth in the Annex 1 to the Contract, and such failure is attributable to the Contractor or its subcontractor, the Client shall have the right to demand from the Contractor a contractual penalty in the amount of 0.2 percent of the cost of the of the Work per calendar day of delay in delivery. The Client shall have the right to deduct all contractual penalties from the amounts payable to the Contractor. 6.7 A Party shall not be liable for any failure of or delay in the performance of the Contract or Annex 1 for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labour disputes, embargoes, government orders or any other force majeure event. 7. TRANSFER OF RIGHTS AND OBLIGATIONS 7.1 The Contractor may transfer his rights and obligations arising from the Contract to third parties only upon the prior written consent of the Client. 7.2 The Client may transfer his rights and obligations arising from the Contract to third parties only upon the prior written consent of the Contractor. 6 7.3 If the rights and obligations are transferred improperly (i.e. not in compliance with the provisions of this section 8), the Party who has transferred the rights and obligations shall be liable for the other Party. 8. NOTICES 8.1 The notices between the Parties related to the performance of the Contract shall be delivered to the other Party in writing or in a format that can be reproduced in writing. Informative notices that do not affect the contractual rights and obligations of the Parties can be sent by the Parties in another manner. 8.2 Changes in the address and contact information shall be communicated to the other Party within a reasonable time. 9. TERM OF THE CONTRACT 10.1. The Contract shall enter into force upon signature thereof by both Parties and shall be effective until the performance of all the obligations of the Parties arising from the Contract or until the expiry of the Contract on other grounds provided for in the Governing Law. 10.2. The Parties have the right to terminate the Contract on grounds set forth in the Contract. 10.3. The Client shall have the right to prematurely terminate the Contract in the case set forth in subsection 5.4 of the Contract; 10.4. The Client shall have the right to terminate the Contract at its own discretion at any time, notifying the Contractor thereof in writing at least 30 (thirty) calendar days in advance. In the case specified in this clause the Client shall pay the Contractor any expenses incurred by the Contractor in accordance with the Contract until the receipt of the application for termination for the purpose of performing the Work actually performed and delivered to the Client. 10.5. The Contractor shall have the right to prematurely terminate the Contract, if the Client has without justification not paid the Price of the Work within 60 (sixty) calendar days from the payment terms set forth in section 6 of the Contract and has failed to make the relevant payment also within the reasonable additional term granted in the Contractor’s relevant written reminder. 10.6. In case of termination of the Contract on the basis of section 10.4, the Contractor has the right to demand compensation of direct damages caused by the Client in connection with termination of the Contract. 7  10. AMENDMENT OF THE CONTRACT The Contract shall be amended in writing. 11. RESOLUTION OF DISPUTES 11.1 This Contract shall be governed by and construed in accordance with the laws of the Republic of Estonia. Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the interpretation, execution, performance, breach, termination or (in) validity thereof, shall be finally settled by the courts of Estonia. 11.2 Before submitting any dispute to the court, the Party intending to submit the claim shall first notify the other Party of the claim. The Parties shall make their reasonable best efforts to settle the claim amicably. If the Parties cannot settle the claim within 14 calendar days after the claimant notifies the other Party, the claimant shall submit the claim for further settlement to the top managements of the Parties. Should there be no settlement within 14 calendar days following submission of the claim to the top management of the Parties, then the claimant shall have the right to submit the claim to be settled by the court as provided above. 12. FINAL PROVISIONS 12.1 This Contract may be executed in several counterparts, each of which shall be an original, all of which shall constitute one and the same instrument. A facsimile signature or an electronically scanned and electronically mailed (e-mail) signed copy shall be considered an original. The individuals signing this Contract certify that they are authorized to execute this Contract on behalf of the Client and Contractor, respectively. 12.2 The language of this Contract shall be English. 12.3 As between themselves the Parties shall be deemed to be independent entities and the contract shall not be construed to create any partnership or permanent association of any kind nor shall it limit the business activities of the Parties. 12.4 In the event of a conflict between the provisions of the Contract and the additional agreement entered into under this Contract or Annex 1 to the Contract, the provisions of the additional agreement or annex to the Contract shall prevail. 8 IN WITNESSES WHEREOF, the Contractor and the Client have appended their respective signatures on the day, month and year written below. SIGNED by Sirli Sipp Kulli __________________________ For and on behalf of the said Signature Geological Survey of Estonia SIGNED by Pekka Nurmi __________________________ For and on behalf of the said Signature Penurco OY 9  ANNEX 1 1. Scope of Work to be performed by the Contractor Consulting and overall assessment on next areas: 1. Criteria for the selection of possible sites: central heating system, energy need of the community, ownership of energy system, the thickness of sedimentary cover (<300 m) 2. Selection of test localities 3. Drilling one hole to each site to study the sedimentary rocks, pumping tests to define groundwater yield 4. Selection of the pilot plant site based on geological properties of the aquifer 5. Additional drilling to map the aquifer in more detail 6. Drilling of pilot wells, pumping tests, etc. 7. Organizing the excursion to Swedish geothermal installations 2. Work schedule 1. January 2022 to 30. June 2022 3. Payment Total payment 14 999€ paid monthly on equal amounts.