CONTRACT FOR SERVICES No. 9-1/21-48-1
Geological Survey of Estonia, registry code 77000387, registered address F. R. Kreutzwaldi 5, 44314
Rakvere, represented on the basis of the statutes by Director Sirli Sipp Kulli (hereinafter referred to as
Customer),
and
Arethuse Geology registered address 1060 rue René Descartes 13290 Aix en Provence (hereinafter
referred to as Contractor),
hereinafter also jointly referred to as Parties and separately as Party,
have hereby made the following contract for services (hereinafter: Contract):
1. General provisions
1.1. The objective of the Contract is to provide Consulting Services for phosphate exploration by the
Contractor of the work (provision of the service, etc.) which is the object of this Contract.
1.2. In the regulation of mutual relationships, the Parties shall be guided by this Contract, and in the
issues not regulated with this Contract by the legislation effective in the Republic of Estonia and
France.
1.3 Representatives of the Parties hereby confirm that they have full and adequate authorisation for
the conclusion of this Contract in the name of the person represented and that there are no
obstacles they are aware of for the fulfilment of their obligations provided in this Contract.
1.4. The terms Customer and Contractor include all individuals employed by the Customer or the
Contractor and also all other persons involved by the Customer or Contractor in the fulfilment of
this Contract with the consent of the other Party.
1.5. Representative of the Contractor hereby confirms that the Contractor has adequate technical
competence and resources for the professional fulfilment of the Contract according to the
requirements.
2. Object of the Contract
2.1. The object of this Contract is to supervise phosphorite exploration project in a cost and time
effective way to reach inferred level of phosphorus resource sign off including:
• Reviewing Phase I drilling exploration procedure manual. Make suggestions for
improvements to comply with industry best practice.
• Reviewing our geological model and database based on historic data and suggest
improvements to comply with industry best practice.
• Providing support and guidance for geology and mining related questions during the
project.
• Reviewing and commenting Phase I exploration report.
• Supporting Phase II planning and exploration procedure manual preparation.
• Site visit(s) during Phase II to verify that exploration is executed according to industry´s
best practice
• Providing input for order of magnitude mining and technology capex and opex estimates
as needed for defining inferred mineral resource.
• Guiding the geological modelling and resource estimate process.
• Reviewing and co-authoring the final report and confirming resource estimate (sign off).
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3. Rights and obligations of the Customer
3.1 The Customer shall have the right:
3.1.1. to require from the Contractor high-quality and timely performance and delivery of the
Work according to the requirements and terms and conditions of the Contract;
3.1.2. to check the progress of the Work and request information from the Contractor on the
performance of the Work.
3.2. The Customer shall be obliged:
3.2.1. to create the necessary conditions for the Contractor for the performance of the Work, and
to present or arrange access for the Contractor to the data and information required for the
performance of the Work;
3.2.4. to pay for the Work to the Contractor according to the terms and conditions provided in
Article 6 of the Contract.
3.2.5. ensures the security and safety of the Contractor´s employees during site visit(s) in
accordance with the applicable legislation of the Customer.
4. Rights and obligations of the Contractor
4.1. The Contractor shall have the right:
4.1.1. to require from the Customer the creation of the necessary conditions for the performance
of the Work, and presentation or arrangement of access to the data and information
required for the performance of the Work;
4.1.2. to use its work methods and equipment for the performance of the Work;
4.1.3. to request from the Customer the removal of illegitimate obstacles from the performance
of the Work;
4.1.4. to receive the payment provided in Article 6 for the Work performed according to the
requirements and approved by the Customer.
4.2. The Contractor shall be obliged:
4.2.1. to perform the Work professionally and at high quality and in accordance with the terms
and conditions of the Contract and with the basic data and assignment and to deliver the
Work to the Customer or to the person indicated by the Customer by the due dates and
according to the procedure specified in the Contract;
4.2.2. to perform the Work following the requirements established in the Contract and in the
legislation and to ensure fulfilment of the obligations arising from the Contract in
accordance with good practice;
4.2.3. to involve third persons in the performance of the Work with the written consent of the
Customer;
4.2.4. to allow the Customer to check the progress of the Work and to present information at the
request of the Customer on the performance of the Work;
4.2.5. to notify the Customer immediately of any delays in the performance of the Work, also to
notify the Customer of any other circumstances that may have an impact on or impede the
fulfilment of the obligations or exercising of rights provided in the Contract;
4.2.6. in the case of non-conformity of the Work to the terms and conditions of the Contract to
remove any shortcomings in the Work at the request of the Customer or to present a new
Work which conforms to the terms and conditions of the Contract by the due date
indicated by the Customer;
4.2.7. to keep the data and information acquired in the course of performance of the Work and
all results of Work (confidential information) fully confidential before third persons and
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not use the confidential information in ill faith for its own benefit; The restrictions on the
use and disclosure shall not apply to any information which is:
• proven to have been known to the Contractor prior to the time of its receipt pursuant to
this Contract or
• in the public domain at the time of disclosure to the Contractor or thereafter enters the
public domain without breach of the terms of this Contract or
• lawfully acquired by the Contractor from an independent source having a bona fide right
to disclose the same; or
• independently developed by an employee of the Contractor who has not had access to any
of the Confidential Information of the Customer.
4.2.8. undertakes to return or destroy the data and information provided by the customer to the
contractor for the performance of the service upon termination or expiration of the
contract. The Contractor is not entitled to use data and information provided by the
Customer for performance of the Contract for any purpose without the prior written
consent of the Customer.
4.2.9. to assign to the Customer all proprietary rights related to the Work from the moment of
approval of the Work by the Customer. The Contractor shall have no right to transfer to
third persons any rights which are similar to the rights surrendered to the Customer. The
Customer may use such rights at their discretion in any way, without geographical or
other restrictions; including, but not limited to, transfer the assigned intellectual property
and enter into license and other agreements regarding the property.
4.2.10. to give the Customer a permission to exercise intellectual property rights related to the
Work which are non-transferable by law (e.g. the author´s moral rights) to the maximum
extent permitted by law. Such permission, with the right to grant sublicenses, is given for
the entire term of validity of the rights.
4.2.11. the Contractor hereby confirms its full authorisation for property rights assignment and
moral rights permission to the Customer, and in the case of any claims of third persons to
the Customer in relation to these rights, the Contractor shall compensate to the Customer
any damage and expenses arising from such claims.
4.2.12. Contractor must inform and get Customer’s prior acceptance if consultant acting as
Competent Person (Rémi Bosc) is about to change
5. Delivery and acceptance of the Work and approval of the Work
5.1. The Contractor shall send monthly timetables that include:
• Description of tasks.
• Task execution period (time and duration with precision of 15 min).
• Name and position of executor.
by the 5th of the month following each month together with invoice.
5.2. The Customer shall review the Work and send to the Contractor the written notice on the
approval or disapproval of the Work within 5 working days from the date of receiving the
timetables. If the above-mentioned written notice is not sent within the term specified, the Work
shall be deemed as approved by the Customer.
5.3. If the Work does not conform to the terms and conditions of this Contract, the Customer shall
indicate the specific shortcomings of the Work and set a reasonable term for their removal or for
the performance of a new Work which conforms to the terms and conditions of the Contract.
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6. Amount of the payment, due dates and procedure for payments
6.1. Consultancy rate including all taxes is dependent on position as follows:
• Principal consultant (Rémi Bosc, Competent Person) 123.75€ per hour.
• Senior Resource Geologist 93.75€ per hour.
• Junior Resource Geologist 62.5€ per hour.
• Mining Engineer 175€ per hour.
6.2 Contract covers maximum of 500 hours of consultancy services until 31.12.2023 with maximum
cost of EUR 29 500 including costs specified in Article 6.4.
6.3 All VAT obligations shall be paid by the Parties separately in the countries they are registered in.
6.4 Travel and accommodation costs of site visit(s) will be reimbursed based on invoices according to
following terms:
6.4.1. Travel costs (economy class only).
6.4.2 Travel day is caped at 8h.
6.4.3. Hotel accommodation rate in Estonia up to 110 (one hundred and ten) euros per person per day.
6.5. The Customer shall pay for the Work monthly, after the acceptance of the timetables as stated in
Article 5. Payments will be made within 21 days from the reception of the invoice presented by
the Contractor.
7. Liability
7.1. A Party which has violated the Contract shall have to compensate the related damage to the other
Party.
7.2. If the Work does not conform to the requirements agreed upon in the Contract, the
Contractor shall be liable for the violation of the Contract.
7.3. Contractor is not liable for any claim for loss or damage whatsoever resulting from any
commercial decisions made or actions taken based on Contractor conclusions and
recommendations.
7.4. If the Contractor violates obligation of confidentiality according to Article 4.2.7, the Customer
shall have the right to claim a contractual penalty up to ten thousand (10 000) euros for each
violation as well as damages caused up to the amount of the contract.
7.5. If the Contractor violates any obligations arising from the Contract, the Customer shall have the
right to request the removal of the violations by setting a reasonable deadline to the Contractor
for the removal of the violation.
7.6. If the Work does not conform to the requirements and the Contractor fails to remove the
shortcomings or to present a new Work performed according to the requirements by the due date
set by the Customer according to Article 5.3, the Customer shall have the right to reduce the
agreed price of the Work by up to 20 % and/or to withdraw from the Contract and to request
compensation for the damage caused.
7.7. In the case of a failure to pay in due time the invoice for the Work performed according to the
requirements and approved by the Customer, the Customer shall have to pay a overdue for delay,
which shall be 0.1% (nought point one percent) of the price of the work for each calendar day in
delay, but not more than 20% (twenty percent) of the price of the relevant work.
7.8. Payment of the fines for delay and forfeits specified in the Contract shall not relieve the Parties
from the fulfilment of other obligations arising from the legislation and from this Contract.
8. Force Majeure
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8.1. The Parties shall be liable for the violation of their obligations except if the violation was
justifiable. Violation of an obligation is justifiable if it was caused by circumstances which were
unforeseeable or not under the control of the Party (force majeure). Impeding circumstances
which were not under the control of a Party or which the Party could not reasonably have
expected to take into account or prevent or overcome or to overcome their consequences at the
time of signing this Contract are regarded as force majeure.
8.2. In the case of occurrence of a force majeure, the terms specified in the Contract shall be extended
by the period during which the factors of a force majeure shall keep it from the fulfilment of the
Contract.
8.3. The Party which violates the Contract due to the circumstances of a force majeure shall have to
notify the other Party of the circumstances of the force majeure and their effect immediately after
the Party became aware of the circumstances of a force majeure. A Party shall be obliged to take
measures as much as possible for the prevention of the damage caused by the circumstances of a
force majeure or its consequences or for the reduction of their impact. The Party shall be obliged
to continue the fulfilment of its contractual obligations as soon as the circumstances of a force
majeure have been removed.
9. Exchange of information
9.1. The Parties shall be obliged to inform each other of any circumstances which may have an effect
on or impede the fulfilment of obligations or exercising of rights specified in the Contract.
9.2. Any notices and information related to the fulfilment of the Contract or arising from the Contract
shall be deemed as presented formally and according to the Contract if these notices have been
sent to the Party in writing (or electronically) or delivered to the other Party against signature at
the address indicated in the Contract which the Party has informed the other Party of in writing
after signing the Contract.
9.3. Requests for termination of the Contract by the Parties, also claims of one Party to the other due
to a violation of the Contract shall have to be in writing above all. An informative message can
also be given over the phone.
9.4. A Party shall inform the other Party of any changes in the information presented in the Contract
within 2 (two) working days from the date of making the changes.
10. Validity, amendment and termination of the Contract
10.1. This Contract shall take effect from the moment of signing the Contract by both Parties and
shall remain in effect until reaching one of the criteria specified in Article 6.2.
10.2. The Parties shall have the right to agree on amendment of the Contract only in case the
amendment is due to objective circumstances which could not be anticipated by the Customer
during the award of the Contract and in case of leaving the Contract unchanged, the achievement
of the objective set with the Contract would be fully or in material part set at risk.
10.3. The Customer may discontinue the Contract at any time independent of the reason without the
term of advance notice. In this event the Customer shall be obliged to reimburse the Contractor
for work accrued prior to the effective date of termination.
10.4. In case the Contractor has not delivered the Work to the Customer no later than 1 (one) month
after the term specified in Article 5.3, the Customer shall have the right of unilateral withdrawal
without paying the Contractor the agreed remuneration and to claim the contractual penalty as
well as damages caused.
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10.5. In case the Customer has delayed remunerating the Contractor for more than 1 month over the
due date mentioned in Article 6.2, the Contractor shall have the right of unilateral withdrawal
and to claim the contractual penalty as well as damages caused.
11. Settlement of disputes
11.1. Any disputes arising from the fulfilment, amendment, termination of the Contract or from
bearing the respective liability shall be settled by way of negotiations.
11.2. If no agreement is reached as a result of the negotiations, the dispute shall be settled according
to the procedure provided in the legislation at the court of law of the jurisdiction of the
Contractor by the laws of France.
11.3. The Contract shall be interpreted proceeding from the joint actual intentions of the Parties even
if it deviates from the customary meaning of the words. If the joint actual intentions of the Parties
cannot be determined, the Contract shall be interpreted in such a manner as a reasonable person
similar to the other Party should have understood the Contract in similar circumstances.
11.4. A provision of the Contract shall be interpreted in combination with other provisions of the
Contract by assigning each of them a meaning proceeding from the meaning of the Contract as a
whole.
12. Other provisions
12.1. Neither Party can assign to third persons any rights or obligations arising from this Contract
without the consent of the other Party.
12.2. The Contract has been drawn up in two originals legally equal in power, one for each Party.
13. Authorised representatives of the Parties
13.1. The authorised representative of the Customer in the fulfilment and verification and acceptance
of the terms and conditions of this Contract is Tiit Kaasik, phone: +37251908839, e-mail
address:
[email protected].
13.2. The authorised representative of the Contractor in the fulfilment and verification of the terms
and conditions of this Contract is Remi Bosc, e-mail address:
[email protected]
13.3. The authorised representative of the Customer shall have the right to represent the Customer in
all issues related to the Contract, except issues related to the amendment of the Contract (above
all increasing the volume of the Contract, significant changes in the object and/or due date of the
Contract), unilateral termination of a Contract with a definite term and presentation of a claim for
forfeit, fine for delay and/or damages.
13.4. If the Contractor or Customer replaces its representative with another person, it will inform the
other Party immediately of the fact in writing.
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Signatures of the Parties:
Contractor: Customer:
Arethuse Geology Geological Survey of Estonia
1060 rue René Descartes F. R. Kreutzwaldi 5 44314, Rakvere
13290 Aix en Provence Registry code 77000387
Registry code : 529 177 941 RCS Phone: +372 630 2333
Phone : +33442900287 E-mail:
[email protected]
E-mail:
[email protected] Sirli Sipp Kull
Director
Rémi Bosc
Managing Director
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CONTRACT FOR SERVICES No. 9-1/21-48-1
Geological Survey of Estonia, registry code 77000387, registered address F. R. Kreutzwaldi 5, 44314
Rakvere, represented on the basis of the statutes by Director Sirli Sipp Kulli (hereinafter referred to as
Customer),
and
Arethuse Geology registered address 1060 rue René Descartes 13290 Aix en Provence (hereinafter
referred to as Contractor),
hereinafter also jointly referred to as Parties and separately as Party,
have hereby made the following contract for services (hereinafter: Contract):
1. General provisions
1.1. The objective of the Contract is to provide Consulting Services for phosphate exploration by the
Contractor of the work (provision of the service, etc.) which is the object of this Contract.
1.2. In the regulation of mutual relationships, the Parties shall be guided by this Contract, and in the
issues not regulated with this Contract by the legislation effective in the Republic of Estonia and
France.
1.3 Representatives of the Parties hereby confirm that they have full and adequate authorisation for
the conclusion of this Contract in the name of the person represented and that there are no
obstacles they are aware of for the fulfilment of their obligations provided in this Contract.
1.4. The terms Customer and Contractor include all individuals employed by the Customer or the
Contractor and also all other persons involved by the Customer or Contractor in the fulfilment of
this Contract with the consent of the other Party.
1.5. Representative of the Contractor hereby confirms that the Contractor has adequate technical
competence and resources for the professional fulfilment of the Contract according to the
requirements.
2. Object of the Contract
2.1. The object of this Contract is to supervise phosphorite exploration project in a cost and time
effective way to reach inferred level of phosphorus resource sign off including:
• Reviewing Phase I drilling exploration procedure manual. Make suggestions for
improvements to comply with industry best practice.
• Reviewing our geological model and database based on historic data and suggest
improvements to comply with industry best practice.
• Providing support and guidance for geology and mining related questions during the
project.
• Reviewing and commenting Phase I exploration report.
• Supporting Phase II planning and exploration procedure manual preparation.
• Site visit(s) during Phase II to verify that exploration is executed according to industry´s
best practice
• Providing input for order of magnitude mining and technology capex and opex estimates
as needed for defining inferred mineral resource.
• Guiding the geological modelling and resource estimate process.
• Reviewing and co-authoring the final report and confirming resource estimate (sign off).
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3. Rights and obligations of the Customer
3.1 The Customer shall have the right:
3.1.1. to require from the Contractor high-quality and timely performance and delivery of the
Work according to the requirements and terms and conditions of the Contract;
3.1.2. to check the progress of the Work and request information from the Contractor on the
performance of the Work.
3.2. The Customer shall be obliged:
3.2.1. to create the necessary conditions for the Contractor for the performance of the Work, and
to present or arrange access for the Contractor to the data and information required for the
performance of the Work;
3.2.4. to pay for the Work to the Contractor according to the terms and conditions provided in
Article 6 of the Contract.
3.2.5. ensures the security and safety of the Contractor´s employees during site visit(s) in
accordance with the applicable legislation of the Customer.
4. Rights and obligations of the Contractor
4.1. The Contractor shall have the right:
4.1.1. to require from the Customer the creation of the necessary conditions for the performance
of the Work, and presentation or arrangement of access to the data and information
required for the performance of the Work;
4.1.2. to use its work methods and equipment for the performance of the Work;
4.1.3. to request from the Customer the removal of illegitimate obstacles from the performance
of the Work;
4.1.4. to receive the payment provided in Article 6 for the Work performed according to the
requirements and approved by the Customer.
4.2. The Contractor shall be obliged:
4.2.1. to perform the Work professionally and at high quality and in accordance with the terms
and conditions of the Contract and with the basic data and assignment and to deliver the
Work to the Customer or to the person indicated by the Customer by the due dates and
according to the procedure specified in the Contract;
4.2.2. to perform the Work following the requirements established in the Contract and in the
legislation and to ensure fulfilment of the obligations arising from the Contract in
accordance with good practice;
4.2.3. to involve third persons in the performance of the Work with the written consent of the
Customer;
4.2.4. to allow the Customer to check the progress of the Work and to present information at the
request of the Customer on the performance of the Work;
4.2.5. to notify the Customer immediately of any delays in the performance of the Work, also to
notify the Customer of any other circumstances that may have an impact on or impede the
fulfilment of the obligations or exercising of rights provided in the Contract;
4.2.6. in the case of non-conformity of the Work to the terms and conditions of the Contract to
remove any shortcomings in the Work at the request of the Customer or to present a new
Work which conforms to the terms and conditions of the Contract by the due date
indicated by the Customer;
4.2.7. to keep the data and information acquired in the course of performance of the Work and
all results of Work (confidential information) fully confidential before third persons and
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not use the confidential information in ill faith for its own benefit; The restrictions on the
use and disclosure shall not apply to any information which is:
• proven to have been known to the Contractor prior to the time of its receipt pursuant to
this Contract or
• in the public domain at the time of disclosure to the Contractor or thereafter enters the
public domain without breach of the terms of this Contract or
• lawfully acquired by the Contractor from an independent source having a bona fide right
to disclose the same; or
• independently developed by an employee of the Contractor who has not had access to any
of the Confidential Information of the Customer.
4.2.8. undertakes to return or destroy the data and information provided by the customer to the
contractor for the performance of the service upon termination or expiration of the
contract. The Contractor is not entitled to use data and information provided by the
Customer for performance of the Contract for any purpose without the prior written
consent of the Customer.
4.2.9. to assign to the Customer all proprietary rights related to the Work from the moment of
approval of the Work by the Customer. The Contractor shall have no right to transfer to
third persons any rights which are similar to the rights surrendered to the Customer. The
Customer may use such rights at their discretion in any way, without geographical or
other restrictions; including, but not limited to, transfer the assigned intellectual property
and enter into license and other agreements regarding the property.
4.2.10. to give the Customer a permission to exercise intellectual property rights related to the
Work which are non-transferable by law (e.g. the author´s moral rights) to the maximum
extent permitted by law. Such permission, with the right to grant sublicenses, is given for
the entire term of validity of the rights.
4.2.11. the Contractor hereby confirms its full authorisation for property rights assignment and
moral rights permission to the Customer, and in the case of any claims of third persons to
the Customer in relation to these rights, the Contractor shall compensate to the Customer
any damage and expenses arising from such claims.
4.2.12. Contractor must inform and get Customer’s prior acceptance if consultant acting as
Competent Person (Rémi Bosc) is about to change
5. Delivery and acceptance of the Work and approval of the Work
5.1. The Contractor shall send monthly timetables that include:
• Description of tasks.
• Task execution period (time and duration with precision of 15 min).
• Name and position of executor.
by the 5th of the month following each month together with invoice.
5.2. The Customer shall review the Work and send to the Contractor the written notice on the
approval or disapproval of the Work within 5 working days from the date of receiving the
timetables. If the above-mentioned written notice is not sent within the term specified, the Work
shall be deemed as approved by the Customer.
5.3. If the Work does not conform to the terms and conditions of this Contract, the Customer shall
indicate the specific shortcomings of the Work and set a reasonable term for their removal or for
the performance of a new Work which conforms to the terms and conditions of the Contract.
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6. Amount of the payment, due dates and procedure for payments
6.1. Consultancy rate including all taxes is dependent on position as follows:
• Principal consultant (Rémi Bosc, Competent Person) 123.75€ per hour.
• Senior Resource Geologist 93.75€ per hour.
• Junior Resource Geologist 62.5€ per hour.
• Mining Engineer 175€ per hour.
6.2 Contract covers maximum of 500 hours of consultancy services until 31.12.2023 with maximum
cost of EUR 29 500 including costs specified in Article 6.4.
6.3 All VAT obligations shall be paid by the Parties separately in the countries they are registered in.
6.4 Travel and accommodation costs of site visit(s) will be reimbursed based on invoices according to
following terms:
6.4.1. Travel costs (economy class only).
6.4.2 Travel day is caped at 8h.
6.4.3. Hotel accommodation rate in Estonia up to 110 (one hundred and ten) euros per person per day.
6.5. The Customer shall pay for the Work monthly, after the acceptance of the timetables as stated in
Article 5. Payments will be made within 21 days from the reception of the invoice presented by
the Contractor.
7. Liability
7.1. A Party which has violated the Contract shall have to compensate the related damage to the other
Party.
7.2. If the Work does not conform to the requirements agreed upon in the Contract, the
Contractor shall be liable for the violation of the Contract.
7.3. Contractor is not liable for any claim for loss or damage whatsoever resulting from any
commercial decisions made or actions taken based on Contractor conclusions and
recommendations.
7.4. If the Contractor violates obligation of confidentiality according to Article 4.2.7, the Customer
shall have the right to claim a contractual penalty up to ten thousand (10 000) euros for each
violation as well as damages caused up to the amount of the contract.
7.5. If the Contractor violates any obligations arising from the Contract, the Customer shall have the
right to request the removal of the violations by setting a reasonable deadline to the Contractor
for the removal of the violation.
7.6. If the Work does not conform to the requirements and the Contractor fails to remove the
shortcomings or to present a new Work performed according to the requirements by the due date
set by the Customer according to Article 5.3, the Customer shall have the right to reduce the
agreed price of the Work by up to 20 % and/or to withdraw from the Contract and to request
compensation for the damage caused.
7.7. In the case of a failure to pay in due time the invoice for the Work performed according to the
requirements and approved by the Customer, the Customer shall have to pay a overdue for delay,
which shall be 0.1% (nought point one percent) of the price of the work for each calendar day in
delay, but not more than 20% (twenty percent) of the price of the relevant work.
7.8. Payment of the fines for delay and forfeits specified in the Contract shall not relieve the Parties
from the fulfilment of other obligations arising from the legislation and from this Contract.
8. Force Majeure
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8.1. The Parties shall be liable for the violation of their obligations except if the violation was
justifiable. Violation of an obligation is justifiable if it was caused by circumstances which were
unforeseeable or not under the control of the Party (force majeure). Impeding circumstances
which were not under the control of a Party or which the Party could not reasonably have
expected to take into account or prevent or overcome or to overcome their consequences at the
time of signing this Contract are regarded as force majeure.
8.2. In the case of occurrence of a force majeure, the terms specified in the Contract shall be extended
by the period during which the factors of a force majeure shall keep it from the fulfilment of the
Contract.
8.3. The Party which violates the Contract due to the circumstances of a force majeure shall have to
notify the other Party of the circumstances of the force majeure and their effect immediately after
the Party became aware of the circumstances of a force majeure. A Party shall be obliged to take
measures as much as possible for the prevention of the damage caused by the circumstances of a
force majeure or its consequences or for the reduction of their impact. The Party shall be obliged
to continue the fulfilment of its contractual obligations as soon as the circumstances of a force
majeure have been removed.
9. Exchange of information
9.1. The Parties shall be obliged to inform each other of any circumstances which may have an effect
on or impede the fulfilment of obligations or exercising of rights specified in the Contract.
9.2. Any notices and information related to the fulfilment of the Contract or arising from the Contract
shall be deemed as presented formally and according to the Contract if these notices have been
sent to the Party in writing (or electronically) or delivered to the other Party against signature at
the address indicated in the Contract which the Party has informed the other Party of in writing
after signing the Contract.
9.3. Requests for termination of the Contract by the Parties, also claims of one Party to the other due
to a violation of the Contract shall have to be in writing above all. An informative message can
also be given over the phone.
9.4. A Party shall inform the other Party of any changes in the information presented in the Contract
within 2 (two) working days from the date of making the changes.
10. Validity, amendment and termination of the Contract
10.1. This Contract shall take effect from the moment of signing the Contract by both Parties and
shall remain in effect until reaching one of the criteria specified in Article 6.2.
10.2. The Parties shall have the right to agree on amendment of the Contract only in case the
amendment is due to objective circumstances which could not be anticipated by the Customer
during the award of the Contract and in case of leaving the Contract unchanged, the achievement
of the objective set with the Contract would be fully or in material part set at risk.
10.3. The Customer may discontinue the Contract at any time independent of the reason without the
term of advance notice. In this event the Customer shall be obliged to reimburse the Contractor
for work accrued prior to the effective date of termination.
10.4. In case the Contractor has not delivered the Work to the Customer no later than 1 (one) month
after the term specified in Article 5.3, the Customer shall have the right of unilateral withdrawal
without paying the Contractor the agreed remuneration and to claim the contractual penalty as
well as damages caused.
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10.5. In case the Customer has delayed remunerating the Contractor for more than 1 month over the
due date mentioned in Article 6.2, the Contractor shall have the right of unilateral withdrawal
and to claim the contractual penalty as well as damages caused.
11. Settlement of disputes
11.1. Any disputes arising from the fulfilment, amendment, termination of the Contract or from
bearing the respective liability shall be settled by way of negotiations.
11.2. If no agreement is reached as a result of the negotiations, the dispute shall be settled according
to the procedure provided in the legislation at the court of law of the jurisdiction of the
Contractor by the laws of France.
11.3. The Contract shall be interpreted proceeding from the joint actual intentions of the Parties even
if it deviates from the customary meaning of the words. If the joint actual intentions of the Parties
cannot be determined, the Contract shall be interpreted in such a manner as a reasonable person
similar to the other Party should have understood the Contract in similar circumstances.
11.4. A provision of the Contract shall be interpreted in combination with other provisions of the
Contract by assigning each of them a meaning proceeding from the meaning of the Contract as a
whole.
12. Other provisions
12.1. Neither Party can assign to third persons any rights or obligations arising from this Contract
without the consent of the other Party.
12.2. The Contract has been drawn up in two originals legally equal in power, one for each Party.
13. Authorised representatives of the Parties
13.1. The authorised representative of the Customer in the fulfilment and verification and acceptance
of the terms and conditions of this Contract is Tiit Kaasik, phone: +37251908839, e-mail
address:
[email protected].
13.2. The authorised representative of the Contractor in the fulfilment and verification of the terms
and conditions of this Contract is Remi Bosc, e-mail address:
[email protected]
13.3. The authorised representative of the Customer shall have the right to represent the Customer in
all issues related to the Contract, except issues related to the amendment of the Contract (above
all increasing the volume of the Contract, significant changes in the object and/or due date of the
Contract), unilateral termination of a Contract with a definite term and presentation of a claim for
forfeit, fine for delay and/or damages.
13.4. If the Contractor or Customer replaces its representative with another person, it will inform the
other Party immediately of the fact in writing.
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Signatures of the Parties:
Contractor: Customer:
Arethuse Geology Geological Survey of Estonia
1060 rue René Descartes F. R. Kreutzwaldi 5 44314, Rakvere
13290 Aix en Provence Registry code 77000387
Registry code : 529 177 941 RCS Phone: +372 630 2333
Phone : +33442900287 E-mail:
[email protected]
E-mail:
[email protected] Sirli Sipp Kull
Director
Rémi Bosc
Managing Director
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