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Ministry of Culture in Estonia and Trail Systems Ltd A Contract on the Delivery, Maintenance and Further Development of an Asset Management System 13 December 2024 Trail Systems Ltd  Contract 2 (10) 13 December 2024 Table of Contents 1 Parties to the Contract ................................................................................ 3 2 Subject of the Contract ............................................................................... 3 3 Purpose and Objectives of the Contract ................................................... 3 4 Term of the Contract.................................................................................... 4 5 Service Delivery Steps ................................................................................ 4 5.1 Service start-up ...................................................................................................4 5.2 Maintenance, backups, updates and technical support ......................................5 Maintenance of the Service ............................................................................................. 5 Backups ........................................................................................................................... 5 Updates ........................................................................................................................... 5 Technical support ............................................................................................................ 5 5.3 Further development ...........................................................................................5 6 Prices ............................................................................................................ 6 6.1 Service start-up price ..........................................................................................6 6.2 Service usage fee ...............................................................................................6 6.3 Hourly rate for further development ....................................................................7 6.4 Initial labelling hardware .....................................................................................7 6.5 Add-on features and optional services ...............................................................7 6.6 Travelling expenses ............................................................................................7 7 Tool Deliveries ............................................................................................. 7 8 Invoicing and Terms of Payment................................................................ 8 9 Change in Prices .......................................................................................... 9 10 Taxes and Fees ............................................................................................ 9 11 Contract Appendices ................................................................................... 9 12 Miscellaneous ............................................................................................ 10 13 Signatures .................................................................................................. 10 Trail Systems Ltd | Porkkalankatu 5, 00180 Helsinki, Finland | www.trail.fi | FI28793794  Contract 3 (10) 13 December 2024 1 Parties to the Contract Ministry of Culture in Estonia (hereinafter referred to as “Client”) Suur-Karja 23, 15076 Tallinn Company number: 70000941 And Trail Systems Ltd (hereinafter referred to as “Service Provider” or “Provider”) Porkkalankatu 5, 00180 Helsinki, Finland Business ID: FI28793794 Bank Account Details: Bank: NORDEA Account Number: FI5517453000105959 SWIFT/IBAN: NDEAFIHH 2 Subject of the Contract This Contract specifies the terms and conditions under which the Service Provider delivers the Trail Asset Management System to the Client as a Web- delivered software service (“Service,” “Software”). This Contract also covers the terms and conditions regarding the further development of the Service. 3 Purpose and Objectives of the Contract The Client employs the Service for the management of equipment data, bookings, maintenance work and investment plans. In addition, the Service might be supplemented with customized features developed later together with the Client in order to meet the demands of the Client in the most efficient manner. In the future, these features may be made available to other Clients and Users of the Service as well. Trail Systems Ltd | Porkkalankatu 5, 00180 Helsinki, Finland | www.trail.fi | FI28793794  Contract 4 (10) 13 December 2024 The objective of this Contract is the large-scale implementation of the Service for more efficient management of equipment, better work efficiency and the gathering of life-cycle information for investment decisions. 4 Term of the Contract The services under the agreement will commence once both parties have signed the agreement and will remain valid for 12 months after signing or until 30 000 euro expence limit is reached (without VAT). The Client has the right to terminate the agreement with a thirty (30) day notice period. The termination notice period for the Client is three (3) months. Termination must be made in writing. In the event of termination, any prepaid license fees will be refunded. 5 Service Delivery Steps The delivery of the Service is divided into the following three steps: 1. Service start-up 2. Maintenance, backups, updates and technical support for the Service 3. Further development of the Service The conditions and schedules for each step are specified respectively in the corresponding subsections. 5.1 Service start-up The Service is a software service delivered over the Web (a so-called SaaS) to be used with the most common web browsers. The Service is located on the hosts assigned by the Provider and is available to the Client through the most common web browsers. The connection between the Client’s web browser and the Service employs encryption issued by a well-known provider and a universally used encryption method. The Client gains access to the Service within 14 days from the signing of this Contract. The Client’s contact person will receive a notice of the availability of the Service with the related client/user identification required to access the Service. Trail Systems Ltd | Porkkalankatu 5, 00180 Helsinki, Finland | www.trail.fi | FI28793794  Contract 5 (10) 13 December 2024 5.2 Maintenance, backups, updates and technical support Maintenance of the Service The Service Provider strives to always keep the Service available to the Client within reasonable limits. However, the Service may still experience short disruptions. The Provider seeks to inform the Client of these disruptions in advance, and all planned disruptions are scheduled so as to minimize all inconvenience to the Client. The Provider strives to minimize these disruptions by employing such hosting services as subcontractors that the Provider has judged reliable. Backups Daily backup copies of the Service and the data contained are made by the Provider. The Client can obtain copies of these by request. Updates The Provider continually strives to develop and improve the Service. This may result in changes, additions and omissions in the Service. All modifications are made in order to improve the Service, and the Provider strives to minimize the possible inconvenience to the Client. Technical support Questions to the technical support of the Service should be sent by e-mail to [email protected]. The Provider strives to answer all questions within 24 hours. 5.3 Further development All future development will be carried out only under individual written orders and implemented using the prices listed in Section 6.3 (“Hourly rate for further development”). The Provider has no right to refuse the implementation any further development orders without a justified reason. The parties agree on the schedule of the further development orders in connection with the order in question. Trail Systems Ltd | Porkkalankatu 5, 00180 Helsinki, Finland | www.trail.fi | FI28793794  Contract 6 (10) 13 December 2024 6 Prices 6.1 Service start-up price The start-up price for the Service is € 2 100, which contains: • The Service start-up in accordance with the initial data supplied by the Client. This data defines the users, departments, equipment categories and locations • A batch import of the equipment data tables into the Service to avoid the one-by-one input of the equipment data • One-time modification of the identification label layout during implementation • One-time addition of the Client’s logo to the identification label and offer templates during implementation • Three (3) hours of system consultation • Access to Trail online user guide and training materials 6.2 Service usage fee The monthly usage fee includes the maintenance of the Service, daily backups, technical support and updates. The services under the monthly license fee are valid for three (3) Estonian theatres. The monthly license fee is based on the number of equipment units in the service according to the table below. Each equipment unit, separate inventory models, and separate consumable models are counted toward the device count for each level. If the amount of equipment tracked in the service exceeds or falls below the equipment count defined in the table, the license price for the applicable level will take effect from the beginning of the month in which the excess/shortfall occurred. Trail Systems Ltd | Porkkalankatu 5, 00180 Helsinki, Finland | www.trail.fi | FI28793794  Contract 7 (10) 13 December 2024 6.3 Hourly rate for further development The hourly rate for further development is 130€/hour. The hour-based work is invoiced once a month based on a record of the hourly work that has been done. 6.4 Initial labelling hardware Customer orders 3 (three) sets of the following printer setup from the service provider for printing asset labels: HARDWARE Quantity Price Toshiba TEC BA410T Mid-Range 3 5 982 € Barcode Label Printer Equipment label roll 43x16mm / 3000 3 615 € pcs Ink ribbon 3 210 € Barcode reader (wireless) 3 2535 € TOTAL 9342 € Delivery prices are added to the hardware prices. 6.5 Add-on features and optional services Service provider’s valid price list for optional add-on features services can be found: https://campaign.trail.fi/en-gb/fi/service-price-list-2024. 6.6 Travelling expenses The Client agrees to only pay for reasonable preapproved travel costs and expenses incurred by Provider employees or agents while travelling to and from, and while performing at the place of business or any other site as directed by the Client. Such costs and expenses will require prior written approval by Client and, if approved, are to be invoiced by the Provider separately. 7 Tool Deliveries The Client is free to order identification tools and other data terminal equipment covered by this Contract from the Provider, and the Provider is obliged to deliver Trail Systems Ltd | Porkkalankatu 5, 00180 Helsinki, Finland | www.trail.fi | FI28793794  Contract 8 (10) 13 December 2024 them in so far as the product can still be reasonably obtained from the manufacturer. Delivery and transport expenses will be added to the prices of the equipment. The label printing equipment delivered by the Provider under this Contract will be delivered to the Client in accordance with the delivery terms Incoterms 2010 DAP (Delivered At Place). To guarantee operational reliability, the Provider recommends ordering identification tools and asset labels from the Provider in accordance with the Provider’s valid hardware price list. Resolving problems related to identification tools or asset labels ordered elsewhere is not included in the monthly usage fee for the service, but will be invoiced in accordance with the Provider’s hourly rate for consultancy Provider’s valid price list for hardware and supplies can be found here: https://campaign.trail.fi/fi/hardware-price-list-2024 8 Invoicing and Terms of Payment The Service startup fee is to be paid in advance according to an agreed payment schedule into a Finnish bank account announced by the Provider. The service’s usage fee for the first 12 months will be invoiced during the month in which the agreement is signed. After the initial billing period, the monthly usage fee will be invoiced in advance in 12-month periods. If the equipment level of the monthly usage fee changes, the difference between the new and the old usage fee will be invoiced or credited until the end of the billing period, starting from the beginning of the calendar month in which the increase or decrease occurred. The terms of payment are 14 days net. Thereafter, the interest on overdue payment applies as per the relevant Finnish regulations. Both parties agree that Provider prepares the invoice electronically and it is valid without signature. Payments made by the Client will not be refunded in any case. If the Client does not pay the Service usage fee by the due date, the Provider can close the Service. The Provider will send the Client an e-mail concerning the matter no less than seven (7) days before the closing of the Service. The Service Trail Systems Ltd | Porkkalankatu 5, 00180 Helsinki, Finland | www.trail.fi | FI28793794  Contract 9 (10) 13 December 2024 will not be made available again until the usage fees and interests have been paid. Outside the Helsinki metropolitan area, all travel and accommodation expenses, as well as daily allowances, will be invoiced according to the maximum reimbursement rate currently in effect by the tax administration, based on actual trips and travel days. Reasonable delivery costs will be added to device orders. All prices in the offer are subject to the applicable value-added tax (VAT). Hourly rates are valid until the end of 2025. License prices are valid until the end of 2025. 9 Change in Prices The service prices set forth in this Contract will remain in effect until the end of 2025. The prices for identification tools and hour-based work will remain in effect as stated in the quotation. Once the time period defined in the previous paragraph has elapsed, the Provider has the right to revise the prices covered by this Contract. The Provider shall inform the Client of the possible changes in prices no less than two (2) months before the end of the present billing period. 10 Taxes and Fees The prices are shown without taxes and fees. The Client is responsible for all the taxes and fees that may apply to the Client as a result from using the Service. 11 Contract Appendices 1. Trail Service General Terms and Conditions 2. Trail -Equipment Management Service - Terms - Data Processing Appendix 3. Quotation Trail Systems Ltd | Porkkalankatu 5, 00180 Helsinki, Finland | www.trail.fi | FI28793794  Contract 10 (10) 13 December 2024 12 Miscellaneous (a) This Contract and its attachments constitute the entire contract between the parties. Any prior arrangements, agreements, representations or undertakings are superseded. No modification or alteration of any clause of this Contract will be valid except in writing signed by each party. (b) Nothing in this Agreement creates a joint venture, partnership, or the relationship of principal and agent, or employee and employer between the parties (c) All notices and other communications under this agreement must be in writing and sent to the address of the recipient specified in this agreement or to any other address it may have notified to the other party in writing. 13 Signatures This Contract has been executed in English on two (2) copies of which the parties have taken one (1) each. Date: Date: Ministry of Culture Trail Systems Ltd Kristiina Alliksaar Sara Tiittanen Secretary General CEO Trail Systems Ltd | Porkkalankatu 5, 00180 Helsinki, Finland | www.trail.fi | FI28793794  General Delivery Terms and Conditions for Trail -Equipment Management Service (“Terms”) 1 of 3 or the System, and for the use and correctness of the submitted data. 1. SCOPE OF THE TERMS; PARTIES Customer undertakes not to submit any data that may violate rights of These Terms apply to Agreement(s) (defined in Section 2) on the third parties or otherwise violate law or that is unmoral, extremist, not provision of the Trail-service and/or the Services (both defined in deemed in good taste or that offends persons of any of ethnic origin. Section 2) by Trail Systems Oy (“Supplier”) to its customer Supplier may remove Customer’s data if required by law or an order (“Customer”). In the event of a conflict between these Terms and other given by any authority. terms of the Agreement, the terms elsewhere in the Agreement shall Customer shall also perform its own duties in time. Each Party shall prevail. Supplier and Customer are also hereinafter referred to each as contribute to the provision of the deliveries with respect to factors a “Party” and together as the ”Parties”. under the command or control of the Party and make decisions that are 2. DEFINITIONS necessary for the delivery, without undue delay. Supplier may charge The following terms shall have the meanings assigned to them herein, Customer for expenses or delay caused by erroneous information unless otherwise agreed in the Agreement: supplied by Customer and other damages caused by Customer, such as “Agreement” shall mean an agreement in which the Parties agree on damages caused by Customer’s delay. licensing of the Trail-service to Customer and/or provision of the In case not otherwise agreed in the Agreement, Supplier takes back-up Services to Customer, such as (i) an agreement signed by the Parties, copies of Customer’s data stored in the System upon intervals agreed (ii) Supplier’s offer accepted by Customer or (iii) Customer’s order in the Agreement. accepted by Supplier e.g. by commencing the delivery. “Documentation” shall mean usage and installation manuals and 4. LICENSE other documents in written or electronic form that are supplied by Subject to Customer’s payment of the license fees subject to the Supplier to Customer or that are included in the Trail-service, but shall Agreement and provided that Customer is not in breach of these Terms, exclude marketing materials. Customer is granted a non-exclusive and non-transferable right to use ”Equipment” shall mean equipment manufactured by third parties the designed functionalities of the Trail-service in Customer’s internal that Supplier supplies to Customer on behalf of and in the name of use. In the Trail-service Customer may view its own data. Customer Customer. may not use the Trail-service or the data produced by the Trail-service “Error” shall mean an error, which can be reproduced and which to offer services to use them to third parties or otherwise transfer the causes the Trail-service not function materially as described in the Trail-service or the data produced by the Trail-service to third parties. Documentation. Errors caused by incompatibility with web-browsers The Agreement may include also other limitations regarding the or other interfaces are not Errors and Supplier shall not be liable for licensed use, such as limitations in usage volumes. them. “Intellectual Property Rights” shall mean patents, inventions, trade Customer may use the Documentation internally to support the above secrets, rights in databases, trademarks, domain names, techniques, said licensed use of the Trail-service. Customer may not repair or model rights, rights in know-how, methods and copyrights (including otherwise modify the Documentation, or, even if it would be without limitation right to amend and further develop as well assign technically possible, the Trail-service or the System. Even if these one’s rights), whether registered or not and including applications for actions would be technically possible, Customer may not disassemble, grant of any of the foregoing and any other intellectual property rights decompile or reverse engineer or otherwise attempt to derive the and rights or forms of protection having equivalent or similar effect to source code of the software used in the implementation or production any of the foregoing which may now or at any time hereafter exist of the Trail-service or the System. anywhere in the world. “Services” shall mean the services agreed in the Agreement to be Supplier may suspend the provision of or access to the Trail-service: performed by Supplier, such as specification work, installation, a) for the purposes of installation, change or maintenance work, or integration, consultation, deployment support, Support Service or b) due to interruption in public networks, repair of Errors or training. equipment, security risks, problems in electricity supply, if “Service Hours” shall mean the service hours agreed in the required by law or an order by an authority or if Supplier suspects Agreement, during which Supplier performs the agreed Services. In misuse of the Trail-service (such as unnecessarily heavy load of case the Service Hours have not been agreed in the Agreement, the the System) or breach of the Terms. Service Hours shall be Finnish business hours mon-fri 08 a.m.-5 p.m. If the suspension is due to a service break planned by Supplier, excluding national holidays in Finland. Supplier shall, where possible, inform Customer of the suspension in ”System” shall mean a system intended for equipment maintenance advance. Supplier will inform Customer of other suspensions, where developed by Supplier, including the modifications, enhancements and possible, without delay after Supplier has received information about new versions and updates of the System. the cause of the suspension. ”Trail-service” shall mean a software service delivered via data network, which enables Customer to access its data stored in the Supplier shall be entitled to make changes to the System and the Trail- System. The Trail-service is defined in its Documentation as may be service at any time as Supplier wishes. Supplier endeavors to inform modified by Supplier at any time, and it includes the modifications, Customer of the changes without delay. enhancements and new versions and updates of the Trail-service. Customer’s users shall maintain user names and passwords diligently 3. DELIVERIES; DUTIES OF THE PARTIES and they may not be disclosed to third parties. Customer shall be Supplier will deliver the Services, the Equipment and licenses agreed responsible for the use when its user names and passwords have been in the Agreement in the agreed delivery time by using Supplier’s used and for the resulting damages. Customer shall be responsible for working methods. In project deliveries the Parties may define their that it has the consents from its users that are required for Supplier and responsibilities and time schedules in more detail in a project plan its subcontractors to process the users’ personal data for the purposes attached to the Agreement. of the Agreement. The delivery term is ExWorks (Incoterms 2020). 5. SUPPORT SERVICE The Support Service includes that Customer may report Errors to In case not otherwise agreed in the Agreement, Customer shall at its Supplier’s Help Desk addresses and/or telephone numbers informed expense acquire the equipment, connections, software and data by Supplier. The Help Desk will serve during the Service Hours. The security that are required for its use of the Trail-service and for data Support Service may be contacted by such Customer’s named main transfer with the System and the Trail-service, according to the users, who are trained and qualified in the use and function of the Trail- compatibility requirements set by Supplier from time to time. service. Customer is liable for that the Trail-service is suitable for the Customer’s intended use. The Support Service does not include investigation or correction of defects in the Equipment. Customer shall without delay give Supplier all necessary information and material and access to facilities that are necessary for Supplier to Customer shall, in connection with reporting an Error to Supplier, be able to perform the Services and deliver the Equipment and licenses describe and, at the request of Supplier, demonstrate how the Error in the agreed time. occurs. Supplier shall use commercially reasonable efforts during the Service Hours to correct the said Errors. Supplier cannot, however, Customer shall be liable for the content it submits to the Trail-service warrant that each and every Error can be corrected or that the Errors Version January 2024  2 of 3 can be corrected within a certain time period. Supplier may prioritize b) one-time license fees upon delivery and the Equipment upon Errors taking into account their severity and effect. shipment; and c) other Services monthly afterwards. The Support Service does not cover correction of Errors that are caused by: (a) external factors such as wearing or wetting of bar codes Invoices are payable within fourteen (14) days from the date of the attached in the Equipment; (b) Equipment or faults or problems in the invoice. Any overdue payment shall be subject to an overdue interest Equipment, (c) faulty installation or use by anyone else than Supplier at the rate of fourteen percent (14 %) per annum. Supplier may suspend or failure to follow the terms of the Agreement or usage instructions; its deliveries to Customer in the event that Customer has delayed in (d) a modification or repair performed by anyone else than Supplier; making any payment despite of a payment reminder. (e) any product or service not delivered by Supplier; or (f) use in violation of the compatibility requirements set by Supplier. Also, 10.2. Taxes and Expenses Supplier does not have any other liability for damages caused by the Value-added tax, withholding tax, duties, levies and other taxes and occurrences described above. governmental charges shall be borne by Customer and added to the fees. If an Error is not covered by the Support Service, Supplier shall be entitled to charge for the location and correction of the Error in Supplier shall have the right to charge Customer for any travel and accordance with Supplier’s price list. accommodation expenses and daily allowances accrued to Supplier from the performance of the Services. 6. EQUIPMENT The warranties for the Equipment are governed by the respective 11. CONFIDENTIALITY manufacturer’s warranty terms. The fulfillment of such terms shall be Each Party (i) shall keep in confidence all information of the other the manufacturers’ responsibility. Supplier is not liable for the function Party of confidential nature or marked as confidential (“Confidential of the Equipment or any errors in the Equipment. Information”); (ii) shall not disclose or hand over the other Party’s Confidential Information to any third party and (iii) shall not use or 7. ABOUT THE TECHNICAL FEATURES OF THE utilize the other Party’s Confidential Information for any other SERVICE purposes than in the fulfillment of the purpose of the Agreement. The In case, when using the Trail-service, cookies including a session structure and the user interfaces of the Trail-service and the System, identifier relating to the session are stored in Customer’s computer, the and their underlying ideas are always Supplier’s Confidential purpose of the cookies is to identity the user’s session. Information. Supplier may disclose Customer’s Confidential Information to its subcontractors for the fulfillment of the purpose of 8. ACCEPTANCE the Agreement provided that the subcontractors have committed to a When the Trail-service has been made available for use by Customer, confidentiality provision substantially similar as herein. Customer shall without undue delay report the Errors in the Trail- service to Supplier in written form. Customer shall describe and, at the The foregoing obligations shall not apply to information: (i) which at request of Supplier, demonstrate in more detail how the Error occurs. the time of the disclosure is or later becomes generally available or public through no fault of the Party receiving the information; (ii) The delivery of the Trail-service and the performed Services shall be which was in the possession of the receiving Party without restrictions deemed accepted in case (i) Customer does not report Errors to on use or disclosure prior to receipt of the same from the other Party; Supplier within fourteen (14) days from provision of the Trail-service (iii) which the receiving Party receives separately from a third party, and/or the Service (e.g. in project deliveries from the date when who did not, in making such disclosure, breach any obligation of Supplier has finished its tasks in the project), (ii) Customer notifies it confidentiality; (iv) which the receiving Party has demonstrably has accepted the delivery, (iii) Supplier has corrected the Errors that independently developed without using the other Party’s Confidential Customer has during such time period reported as said above, or (iv) Information; or (v) which must be disclosed by the receiving Party Customer takes the Trail-service and/or the result of the Service into subject to law or an order by an authority or a court. Disclosures of production use. information caused by security attacks or other similar causes directed Errors that do not substantially interfere with the use of the Trail- at the System or the Trail-service shall not be deemed as breach of this service shall not prevent the acceptance, but Supplier shall correct confidentiality obligation. Supplier shall have the right to utilize the them as part of the Support Service. general expertize and skills that its and its subcontractors’ personnel have learnt in conjunction with deliveries to Customer. In case the delivery is made in parts, the acceptance procedure in this Section shall apply also to the acceptance of partial deliveries, but the 12. LIABILITY acceptance period is seven (7) days from the completion of the partial A Party shall have no liability to the other Party or to any third party delivery. for any indirect, incidental, special or consequential damages such as loss of profit, revenue or savings, or for punitive damages or damages 9. INTELLECTUAL PROPERTY RIGHTS payable to third parties. Supplier is also not liable for loss or alteration Any and all Intellectual Property Rights in and to the Trail-service, the of data nor for any damages incurred as a result thereof such as System, the Services, the results of the Services, the Documentation expenses involved in the reconstitution or transfer of data, or for cover and the Equipment, and in and to any copies, modifications, purchase, even if Supplier was advised of the possibility of such translations, amendments and derivatives thereof, are and shall belong damages. to Supplier or its licensors or suppliers. In no event shall Supplier’s aggregate maximum liability arising out Title to the Equipment shall pass to Customer upon full payment of the of or related to the Agreement for any causes of action occurred during fee payable for the Equipment. any calendar month (including possible price returns and reductions based on the same causes of action) exceed the amount of the net fees 10. FEES AND PAYMENT paid by Customer to Supplier for the said calendar month for the In case some fees are not agreed in the Agreement, they shall be in respective Service or the Trail-service. If the liability is not directly accordance with Supplier’s then current price list. related to a certain Service or the Trail-service, the said aggregate Supplier shall have the right to adjust the recurring fees by notifying maximum liability of Supplier (including possible price returns and Customer thereof at least three (3) months prior to the fee change. In reductions based on the same causes of action) is limited to the net fees case a fee is increased, Customer may terminate the respective license paid by Customer to Supplier for the said calendar month. Supplier’s or Service to terminate it on the effective date of the increase, by liability for the Equipment is limited in all cases to the refund of the notifying Supplier thereof in writing at least thirty (30) days before the purchase price of the Equipment. intended date of the increase. However, such termination will become The limitations of liability shall not apply to damages caused by gross effective only in case Supplier, after receipt of Customer’s termination negligence or intentional act or by breach of the confidentiality notice, does not cancel the fee increase. obligation, the license terms or Section 14.2 (“Export’’) of these 10.1. Invoicing and Payment Terms. In case not otherwise agreed in the Agreement, the fees for licenses, 13. TERMINATION Equipment and Services will be invoiced as follows: a) recurring fees, such as monthly or quarterly license and support 13.1. Termination due to Cause fees, in advance of the invoicing period; Customer has the right to terminate the Agreement by giving a thirty Version January 2024  3 of 3 (30) days’ prior written notice. Such invalid provision shall be amended by the Parties or the court or arbitration body and the Agreement shall be interpreted so as to best Either Party may terminate the Agreement immediately by giving a accomplish the objectives of the original provision to the fullest extent written notice with respect to the delivery in whose fulfillment the allowed by law. breach occurred (i.e. the Trail-service, Equipment and/or Service), in case the other Party commits a material breach of the Agreement and 14.7. Waiver and Amendment fails to remedy the same within thirty (30) days after receipt of a No change or amendment of the Agreement shall be binding unless written demand from the other Party to cure the breach (in which notice made in writing and signed by duly authorized representatives of each the other Party notifies of its intent to terminate the Agreement). Party. A failure by a Party to use any of its rights based on the Agreement shall not be construed as a waiver of such right. Either Party may terminate the Agreement immediately by giving a written notice, in case the other Party is adjudicated bankrupt or a 14.8. Force Majeure bankruptcy application is filed regarding it or if the other Party is A Party shall not be liable for delays, defects or damages caused by otherwise demonstrably other than temporarily insolvent. In any such factors due to an impediment beyond his control, which he cannot case Supplier may alternatively require an advance payment as a reasonably be deemed to have taken into account at the time of the condition for fulfilling Supplier’s contractual duties. conclusion of the Agreement, and the consequences of which he could not reasonably have avoided or overcome. Such events of force 13.2. Effects of Termination majeure shall include, without being limited to, natural disasters, Upon termination of the Agreement all fees payable to Supplier will breakdown of electricity or networks, security attacks, strikes and become immediately due and payable. If Customer’s license to use the other labor disputes or acts of government. A labor dispute shall be Trail-service is terminated, Customer shall return all Documentation considered as a force majeure event also when the Party concerned is related to the Trail -service or, if requested by Supplier, destroy the the target or a party to such an action. The force majeure events Documentation at Customer’s expense. suffered by subcontractors shall be also deemed as force majeure In case Supplier, in connection with the termination of the Agreement, events. Supplier shall not have any liability for failures in Internet or transfers Customer’s data to Customer, the data will be transferred in in other public networks or data traffic. the electronic form as it is stored in the System. Supplier charges a 14.9. Governing Law and Dispute Settlement price for the processing and transfer of the data in accordance with The Agreement shall be construed in accordance with the laws of Supplier’s price list. Supplier is not obliged to store Customer’s data Finland, excluding its choice of law provisions and the UN Convention in the System after the termination of the Agreement, but Supplier may on Contracts for the International Sale of Goods. All disputes arising continue to store any data in case law or an order by an authority so out of the Agreement shall be finally settled by one (1) arbitrator by requires. arbitration in accordance with the Arbitration Rules of the Finland 14. MISCELLANEOUS Chamber of Commerce. The arbitration shall take place in Helsinki, 14.1. Assignment and Subcontractors Finland, and shall be conducted in English. Either Party may not assign the Agreement to a third party, without the Notwithstanding the above, each Party shall be entitled to seek prior written consent of the other Party. However, Supplier may assign equitable and/or injunctive relief to prevent or stop a violation of the the Agreement without the consent of Customer to a transferee, when terms and conditions in the Agreement and Supplier may take legal assigning the ownership of Supplier’s business or part thereof, or to actions concerning overdue payments, in any court of law. Supplier’s affiliated company, and, for the avoidance of doubt, by operation of law. Supplier may also assign its receivables to a third APPENDICES party. Licenses granted to Customer do not, without a written consent of Supplier, transfer to a third party even based on a merger or other These Terms have the following appendices: corporate restructuring. Appendix 1 Data Processing Appendix Supplier shall have the right to subcontract its obligations. Supplier shall be liable for the work of its subcontractors as work of its own. 14.2. Export Customer must comply with all laws and regulatory requirements pertaining to the export of products and technical information. 14.3. Recruitment Restriction Customer may not hire any employee or director or an ex-employee or an ex-director of Supplier or enter into any other agreement or other arrangement, whose purpose is to obtain the work contribution of such person, until twelve (12) months has passed from the earlier of termination or expiration of the Agreement or cessation of the person’s employment or director relationship with Supplier. This recruitment restriction does not apply if the employment or the director relationship of the person in question has been terminated for a reason attributable to Supplier. In case of a breach of this recruitment restriction, Customer shall pay to Supplier as liquidated damages seventy thousand (70.000) euros for each breach of this Section. 14.4. Survival Upon termination of the Agreement, the provisions relating to Intellectual Property Rights, confidentiality, limitations of liability, recruitment restriction and governing law and dispute settlement, shall survive. Also, any other provisions which by their nature contemplate effectiveness beyond the termination of the Agreement, shall survive the termination. 14.5. Entire Agreement The Agreement constitutes the complete agreement between the Parties with respect to the subject matter of the Agreement and supersedes all previous proposals, marketing materials and other communications between the Parties with respect to the subject matter of the Agreement. 14.6. Severability If any provision of the Agreement is found to be contrary to law, the other provisions of the Agreement will remain in full force and effect. Version January 2024  1 DATA PROCESSING APPENDIX This Data Processing Appendix is an appendix to the General Delivery Terms and Conditions for Trail -Equipment Management Service and it is part of the General Delivery Terms and Conditions for Trail -Equipment Management Service and of the agreement regarding Trail -Equipment Management Service (“Agreement”). SECTION I Clause 1 Purpose and scope a) The purpose of this Data Processing Appendix (hereinafter the “Clauses”) is to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation. b) The customer (“Customer” or “controller”) as a controller and Trail Systems Oy (“Supplier” or “processor”) as a processor who entered in to the Agreement have agreed to these Clauses in order to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 and/or Article 29(3) and (4) of Regulation (EU) 2018/1725. c) These Clauses apply to the processing of personal data as specified in Annex I. d) Annexes I to III are an integral part of the Clauses. e) These Clauses are without prejudice to obligations to which the controller is subject by virtue of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. f) These Clauses do not by themselves ensure compliance with obligations related to international transfers in accordance with Chapter V of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. Clause 2 BLANK Clause 3 Interpretation a) Where these Clauses use the terms defined in Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively, those terms shall have the same meaning as in that Regulation. b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively. c) These Clauses shall not be interpreted in a way that runs counter to the rights and obligations provided for in Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or in a way that prejudices the fundamental rights or freedoms of the data subjects. Clause 4 Hierarchy In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties existing at the time when these Clauses are  2 agreed or entered into thereafter, these Clauses shall prevail. Clause 5 BLANK SECTION II OBLIGATIONS OF THE PARTIES Clause 6 Description of processing(s) The details of the processing operations, in particular the categories of personal data and the purposes of processing for which the personal data is processed on behalf of the controller, are specified in Annex I. Clause 7 Obligations of the Parties 7.1 Instructions a) The processor shall process personal data only on documented instructions from the controller, unless required to do so by Union or Member State law to which the processor is subject. In this case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented. If compliance with the instructions would incur additional costs (such as extra work) to the processor, the controller shall pay the reasonable costs incurred to the processor for complying with the instructions. b) The processor shall immediately inform the controller if, in the processor’s opinion, instructions given by the controller infringe Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or the applicable Union or Member State data protection provisions. 7.2 Purpose limitation The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex I, unless it receives further instructions from the controller. 7.3 Duration of the processing of personal data Processing by the processor shall only take place for the duration specified in Annex I. 7.4 Security of processing a) The processor shall at least implement the technical and organisational measures specified in Annex II to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to the data (personal data breach). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the risks involved for the data subjects. b) The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing,  3 managing and monitoring of the Agreement. The processor shall ensure that persons authorised to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. 7.5 Sensitive data If the processing involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (“sensitive data”), the processor shall apply specific restrictions and/or additional safeguards. 7.6 Documentation and compliance a) The Parties shall be able to demonstrate compliance with these Clauses. b) The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with these Clauses. If this would incur additional costs (such as extra work) to the processor, the controller shall pay the reasonable costs incurred to the processor. c) The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in these Clauses and stem directly from Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. At the controller’s request, the processor shall also permit and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or an audit, the controller may take into account relevant certifications held by the processor. The controller shall bear the costs of the audits. If the measures listed in this section would incur additional costs (such as extra work) to the processor, the controller shall pay the reasonable costs incurred to the processor. d) The controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, where appropriate, be carried out with reasonable notice. The controller and the auditor mandated by it shall be bound by confidentiality obligation with regard to the trade secrets of the processor that become known or are disclosed in the audit, unless the information is required to be disclosed to the competent supervisory authority or a data subject under data protection law. e) The Parties shall make the information referred to in this Clause, including the results of any audits, available to the competent supervisory authority/ies on request. 7.7 Use of sub-processors a) The processor has the controller’s general authorisation for the engagement of sub- processors from an agreed list. The processor shall specifically inform in writing the controller of any intended changes of that list through the addition or replacement of sub-processors at least 30 days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the concerned sub-processor(s). The processor shall provide the controller with the information necessary to enable the controller to exercise the right to object. If the controller objects to the change, a party has right to terminate the Agreement in writing within 14 days of the processor’s notice of the change. If the controller does not terminate the Agreement, the processor may make the notified changes. If a party terminates the Agreement, the Agreement shall terminate 30 days after the termination. b) Where the processor engages a sub-processor for carrying out specific processing  4 activities (on behalf of the controller), it shall do so by way of a contract which imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with these Clauses. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to these Clauses and to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. c) At the controller’s request, the processor shall provide a copy of such a sub- processor agreement and any subsequent amendments to the controller. To the extent necessary to protect business secret or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy. d) The processor shall remain fully responsible to the controller for the performance of the sub-processor’s obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the sub-processor to fulfil its contractual obligations. 7.8 International transfers a) Any transfer of personal data to a third country or an international organisation by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfil a specific requirement under Union or Member State law to which the processor is subject and shall take place in compliance with Chapter V of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725. The controller provides herein documented instructions that the processor may transfer personal data to a third country or to an international organization if the processor notifies the controller in advance. If the controller objects to the transfer, a party has right to terminate the Agreement in writing within 14 days of processor’s notice of the change. If the controller does not terminate the Agreement, the controller may enable the notified transfers. If a party terminates the Agreement, the Agreement shall terminate 30 days after the termination. b) The controller agrees that where the processor engages a sub-processor in accordance with Clause 7.7. for carrying out specific processing activities (on behalf of the controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of Regulation (EU) 2016/679, the processor and the sub-processor can ensure compliance with Chapter V of Regulation (EU) 2016/679 by using standard contractual clauses adopted by the Commission in accordance with of Article 46(2) of Regulation (EU) 2016/679, provided the conditions for the use of those standard contractual clauses are met. Clause 8 Assistance to the controller a) The processor shall promptly notify the controller of any request it has received from the data subject. It shall not respond to the request itself, unless authorised to do so by the controller. b) The processor shall assist the controller in fulfilling its obligations to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations in accordance with (a) and (b), the processor shall comply with the controller’s instructions. If this would incur additional costs (such as extra work) to the processor, the controller shall pay the reasonable costs incurred to the processor. c) ln addition to the processor’s obligation to assist the controller pursuant to Clause  5 8(b), the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor. If this would incur additional costs (such as additional work) to the processor, the controller shall pay the reasonable costs incurred to the processor: 1. the obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a ‘data protection impact assessment’) where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons; 2. the obligation to consult the competent supervisory authority/ies prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the controller to mitigate the risk; 3. the obligation to ensure that personal data is accurate and up to date, by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated; 4. the obligations in Article 32 of Regulation (EU) 2016/679. d) The Parties shall set out in Annex II the appropriate technical and organisational measures by which the processor is required to assist the controller in the application of this Clause as well as the scope and the extent of the assistance required. Clause 9 Notification of personal data breach In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 of Regulation (EU) 2016/679 or under Articles 34 and 35 of Regulation (EU) 2018/1725, where applicable, taking into account the nature of processing and the information available to the processor. 9.1 Data breach concerning data processed by the controller In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller: a) in notifying the personal data breach to the competent supervisory authority/ies, without undue delay after the controller has become aware of it, where relevant/(unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons); b) in obtaining the following information which, pursuant to Article 33(3) of Regulation (EU) 2016/679, shall be stated in the controller’s notification, and must at least include: 1) the nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned; 2) the likely consequences of the personal data breach; 3) the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects. Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall,  6 as it becomes available, subsequently be provided without undue delay; c) in complying, pursuant to Article 34 of Regulation (EU) 2016/679 with the obligation to communicate without undue delay the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons. If a personal data breach is caused by the controller and if the assistance provided by the processor would incur additional costs (such as extra work) to the processor, the controller shall pay the reasonable costs incurred to the processor. 9.2 Data breach concerning data processed by the processor In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least: a) a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned); b) the details of a contact point where more information concerning the personal data breach can be obtained; c) its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects. Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay. The Parties shall set out in Annex II all other elements to be provided by the processor when assisting the controller in the compliance with the controller’s obligations under Articles 33 and 34 of Regulation (EU) 2016/679. If a personal data breach is caused by the controller and if the assistance provided by the processor would incur additional costs (such as extra work) to the processor, the controller shall pay the reasonable costs incurred to the processor. SECTION III FINAL PROVISIONS Clause 10 Non-compliance with the Clauses and termination a) Without prejudice to any provisions of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725, in the event that the processor is in breach of its obligations under these Clauses, the controller may instruct the processor to suspend the processing of personal data until the latter complies with these Clauses or the Agreement is terminated. The processor shall promptly inform the controller in case it is unable to comply with these Clauses, for whatever reason. b) The controller shall be entitled to terminate the Agreement insofar as it concerns processing of personal data in accordance with these Clauses if: 1) the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with these Clauses is not restored within a reasonable time and in any event within one month following suspension;  7 2) the processor is in substantial or persistent breach of these Clauses or its obligations under Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725; 3) the processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to these Clauses or to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. c) The processor shall be entitled to terminate the Agreement insofar as it concerns processing of personal data under these Clauses where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 7.1 (b), the controller insists on compliance with the instructions. d) Following termination of the Agreement, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or, return all the personal data to the controller and delete existing copies unless Union or Member State law requires storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with these Clauses. The processor charges from the return of the personal data according to its price list.  8 ANNEX I Description of the processing Categories of data subjects whose personal data is processed: The data subjects are users of the Trail-service, i.e. the Customer's personnel or other persons using the Trail-service on behalf of the Customer. In the Trail-service, the Supplier processes personal data in order to provide services to the Customer in accordance with the General Delivery Terms and Conditions for Trail -Equipment Management Service. The services include equipment management related services as more specifically agreed in the Agreement. The Customer may only transfer such data to the Supplier and to the Supplier’s systems that it is entitled to process in accordance with the data protection laws as in force from time to time while. Categories of personal data processed The data subject’s personal data, which is processed, include name, phone number, email address, username, password and other necessary IT management information, and equipment information including technical identifiers, data transfer, location and metadata and technical incidents, including system and application logs. Sensitive data processed (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures. No sensitive data. Nature of the processing Performance of the services defined in the Agreement. Purpose(s) for which the personal data is processed on behalf of the controller Performance of the services defined in the Agreement. Duration of the processing Personal data will be processed on behalf of the Customer during the Agreement. In the case of an individual data subject the processing begins during the term of the Agreement when Customer designates the data subject as a user.  9 ANNEX II Technical and organisational measures including technical and organisational measures to ensure the security of the data Description of the technical and organisational security measures implemented by the processor(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, as well as the risks for the rights and freedoms of natural persons. Description of the specific technical and organisational measures to be taken by the processor to be able to provide assistance to the controller. a) locks in the processor's premises; b) firewall, anti-virus and anti-spam systems; c) designated and limited access rights to the systems; d) personal access rights that can be followed in the systems; e) expertise of the processor's personnel; f) training of the processor’s personnel; g) personal data is in electronic form, except for temporary exceptional circumstances; h) the processor's policies, guidelines and guidance in personal data matters; i) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; j) processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures; k) ensuring the recording of the transactions; l) enabling the transferability and erasure of data; and m) other actions pursuant to Article 32 of the Data Protection Regulation, taking into account the nature, scope, context and purpose of the processing and the risks to the rights and freedoms of natural persons. The Customer shall notify the Supplier without undue delay if the Customer becomes aware of a personal data breach that may affect the personal data processed by the Supplier on behalf of the Customer. If the Supplier needs necessary information from the Customer in the event of a personal data breach in order to fulfill its obligations under this Data Processing Appendix and the legislation, the Customer shall provide them to the Supplier without undue delay.  10 ANNEX III List of sub-processors The processor uses the following sub-processors: https://trail.fi/fi/alihankkijalista.pdf  Trail Systems Oy 23.5.2024 CUSTOMER Customer name: Kultuuriministeerium Address: Suur-Karja 23, 15076 Tallinn person: Tuuli Soodla-Tikkerbär | tuuli.soodla- [email protected] SERVICE PROVIDER PROPOSAL Trail Systems Oy Company ID 2879379 4 Address: Porkkalankatu 5, 00180 Helsinki Contact person: Iiris Fräntilä | Trail Asset Management System [email protected] | 358 40 734 3993 : + -  Content of proposal • Background • About Trail Systems • Added value of this proposal • Proposed solution • Price • Validity © Trail Systems Oy, 2024  Background This Quotation is based on the discussions between Tuuli Soodla- Tikkerbär of Estonian Ministry of Culture and Iiris Fräntilä of Trail Systems Ltd. The Estonian Ministry of Culture investigated the equipment management needs of Estonian theaters and found a requirement for a digital system to manage, maintain and share their equipment among the theatres. The optimal solution for addressing these challenges is the implementation of a centralised equipment management system for Estonian theaters. This system would facilitate seamless management of a sharing possibility for all theaters, offering efficient equipment tracking and life cycle management. © Trail Systems Oy, 2024  Why Trail? Trail Systems Ltd is a distinguished Finnish company that specialises in digital asset management. Its inception in the early 2010s was driven by the imperative to provide a comprehensive overview of owned equipment, while facilitating tracking, usage planning, and maintenance oversight. In the Finnish market, Trail has risen to the forefront as the leader in equipment management, and its influence extends to 10 additional countries globally. Diverse industries benefit from Trail's offerings, with esteemed clientele including KONE, Helsinki Opera House, British Museum, Malmö Live, Sydney Opera House and Aalto University. This case study involving Helsinki City Theatre further exemplifies Trail's impactful applications. Distinguished as a cloud-based solution, Trail offers an effortlessly efficient method for managing equipment data. Through Trail, every member of an organisation gains access to perpetually updated information, accessible from any location via a device's web browser. For optimal on-site operation or equipment engagement in remote settings, our complimentary mobile application can be conveniently downloaded from the AppStore and Google Play Store. This application proves invaluable for fieldwork or activities involving equipment stationed in diverse locales. To maximise its efficacy, all items necessitate RFID, QR, or NFC tagging, which expedites item identification, reduces loss, and streamlines operational processes. “We have gotten rid of unnecessary loss of items. Equipment is easier to find and the demand helps us planning upcoming investments better.” Head of lights and sound Turku University of Applied Sciences © Trail Systems Oy, 2024 @  What does Trail enable? With Trail, you have the capability to maintain an up-to-date register of your equipment, monitor consumables, reserve assets for projects or productions, strategise maintenance efforts, and forecast future investments, all grounded in data collected throughout the entire equipment life cycle. Additionally, Trail facilitates swift inventories. Trail empowers you to address the following inquiries: ✓ Where is the equipment presently situated, and who are its current users? ✓ Is the equipment presently booked or in use for a specific project? ✓ What maintenance activities have been undertaken and are planned for the equipment? ✓ What equipment was procured, when, and at what cost? ✓ When is the equipment earmarked for replacement, and at what cost? Based on our discussions, Trail is poised to deliver the following advantages: ✓ A comprehensive overview of assets, including their current locations ✓ Possibility to easily share and reserve equipment among other theatres ✓ Time savings, as there's no longer a need for equipment searches; asset information is readily accessible and current ✓ Streamlined equipment maintenance ✓ Reduction in unnecessary expenditures © Trail Systems Oy, 2024  Proposed solution We propose a solution, which includes the following three parts: 1. Service Startup and implementation 2. Monthly usage of Trail-service 3. Hardware and labels © Trail Systems Oy, 2024  Service start-up and implementation ✓ Trail Support Team available for assistance and support ✓ Customisable implementation projects tailored to customer needs are possible – additional training sessions aid in team onboarding ✓ The basic startup package comprises: ✓ Startup meeting to acquaint with Trail fundamentals and outline subsequent steps and the schedule ✓ Online training for key users, ensuring successful implementation ✓ Initiation of service and bulk import of initial asset data by the Customer. This initial data defines users, departments, equipment categories, and locations. The Service Provider will provide instructions for supplying initial data during the startup meeting. ✓ Service initiation also encompasses installation on Provider's servers and creation of a unique URL for the Customer's interface ✓ Adaptation of Customer's logo for desired identification labels ✓ Typically, the hardware and labels required are chosen by the Customer during the implementation process START UP MEETING AND TRAINING DELIVERY OF START OF USAGE AND COLLECTING ITEM INVENTORY HARDWARE ATTACHING TAGS AND CONTINUED USE WEEK 1 WEEK 2 WEEK 3 © Trail Systems Oy, 2024 -  Service content for continuous use ✓ Includes an unlimited number of users and items ✓ Key features encompass: item register and detailed item profiles, investment forecasting, inventory management, defect reporting, maintenance scheduling, equipment reservations, and granular user rights administration ✓ Service maintenance, including daily checks, licenses, and data security measures ✓ All data is stored within the EU/EEA region, ensuring compliance with regional regulations ✓ During service use, customers have the option to connect with customer support and access the user guide online ✓ Seamless integration is possible through open API interfaces ✓ Service is accessible via web browsers or the mobile application available on Android and iOS platforms ✓ Technical support with a 24-hour initial response time through email and phone ✓ Import item lists using the standard Trail Excel import template © Trail Systems Oy, 2024  Trail startup and license pricing Trail Equipment Management is a monthly invoiced SaaS service. The monthly usage fee for the service is based on the number of active assets tracked according to the table below. Each level includes all individual assets, each stock model, and each consumable model. If the number of assets tracked in the service exceeds or falls below the level specified in the table, the license fee determined by the appropriate level comes into effect from the beginning of the month in which the exceedance or fall occurred. Price table for calculating the monthly license fee: Service Price Amount of assets Monthly licence fee 1000 200 € Start-up fee Starting from 2 100 € 1001 5 000 500 € 5001 15 000 950 € Continued use: Starting from 200 € 15 001 30 000 1500 € License fee 30 001 60 000 2500 € Optional hardware Hardware price list 60 001 3500 € When the number of assets exceeds the level defined in the Optional add-on Add-on services price table, the monthly license fee increases to the next level. services list When the number of assets exceeds the level over 60 001 assets, you can add unlimited amount of equipment without an increase in the license fee. © Trail Systems Oy, 2024 ≤ ≥ - - - -  Labels & labelling equipment ✓ Trail offers a range of asset tags tailored to diverse needs ✓ The asset label functions as the distinctive marker for the tangible asset, forging a connection with its digital counterpart ✓ Supported technologies encompass QR codes, barcodes, NFC, and RFID ✓ Additional labelling options include: ✓ The option to procure a Trail printer package, enabling self-creation of labels ✓ Order set of pre-printed label options as a service through Trail ✓ A comprehensive catalogue of accessible labels and labelling hardware is accessible here: Trail Hardware ✓ We recommend the following set of hardware in connection with this offer: Hardware Quantity Price (excl. VAT Toshiba TEC BA410T Mid-Range Barcode Label Printer 1 1 994,00 € Equipment label roll 43 16mm / 3000 pcs 1 205,00 € Protective laminate roll 70 24mm / 1000 pcs 1 162,00 € Color ribbon 1 70,00 € TOTAL 2 431,00 € Labels as a service Pre-printed round QR labels without item link 1,00 € / each Pre-printed combination label with item link (incl. item details 43 16 mm) 1,00 € / each © Trail Systems Oy, 2024 ) x x x  Add-on features and services Service Description Price Trail Training is a two-hour training session on a pre-determined customer-requested Additional Trail training topic. Training can be planned for example for new Trail users. It's also possible to plan a sessions to help the training session for a specified topic, such as maintenances, inventories, reservations, or 540 € / 2-hour session implementation asset tagging and available technologies. Training can be organized as a remote session or as an on-site session. Additional consultation, and additional development with The hour-based work is invoiced once a month based on a log of worked hours 130 € / hour specific deadlines Labels You can find our hardware pricelist here. Add-on services Our add-on services pricelist can be found here. © Trail Systems Oy, 2024  Other Price Information and Payment Terms ✓ Delivery costs are added to the hardware and label prices ✓ All prices are in Euros € ✓ Startup fee is invoiced after both parties have signed the agreement ✓ The license fee for the first 12 months of the service will be invoiced during the month of the contract signing. The monthly usage fee will be invoiced in advance for 12-month periods after the initial billing period ✓ Hour-based services, such as additional training, consultancy, or additional development will be invoiced monthly based on the reported hours worked during that month ✓ When the monthly license fee asset level changes, the difference between the new and old monthly license fees will be invoiced or credited from the beginning of the calendar month in which the exceedance or shortfall occurred until the end of the billing period ✓ All traveling and accommodation expenses as well as daily expense allowances are invoiced for the actual trips and traveling days in accordance with the maximum reimbursements in force given by the Finnish Tax Administration. All traveling, and accommodation expenses must be pre- approved by the Customer ✓ Payment term: 14 days net ✓ All amounts payable under this Agreement are exclusive of Value-added tax VAT ✓ All prices of hardware and services price lists are in effect until end of 2024 © Trail Systems Oy, 2024 ( ) ( )  Validity, terms and conditions Proposal attachments: ✓ Trail Service General Terms and Conditions ✓ Data processing appendix to Trail Service General Terms and Conditions This proposal is valid until June 20th, 2024. If you have any questions regarding the content or details, do not hesitate to contact us: Iiris Fräntilä [email protected] 358 40 734 3993 © Trail Systems Oy, 2024 +