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Tarbijakaitse ja Tehnilise Järelevalve Amet · 8. detsember 2025
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4-7/0092-1
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8. detsember 2025
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Leping
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4 Majandustegevus 2020 - ...
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4-7 Majanduslepingud
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Karl Frank

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  • 📎Framework Agreement (CPTRA-ECO)_Rev1_08122025 (2).pdf419 KB

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Framework Agreement No 4-7/0092-1 The Consumer Protection and Technical Regulatory Authority, registry code 70003218, registered office Endla 10a, Tallinn 10122, Estonia, represented by the Head of Electronic Communications Department Oliver Gailan, on behalf of the Director General (hereinafter „the service recipient“ or „CPTRA“) and Electronic Communications Office of Latvia, registry code 40003021907, address Eksporta street 5, Riga, Latvia, LV-1010, represented by Chairman of the Management Board Jānis Bārda (hereinafter „the service provider“), hereinafter referred to collectively as „the parties“ and separately as „the party“, taking into account that: - the service recipient organised the public procurement conducted by way of negotiated procedure without prior publication titled „Enhancement of Detection Software Skudra“; - the service recipient declared the service provider’s tender successful in the procurement procedure with 02.12.2025 decision no 1-2/25-068 have entered into this framework agreement (hereinafter „the agreement“) with regard to the following: 1. Agreement documents 1.1. The agreement documents comprise this agreement, annexes to the agreement and any possible amendments to the agreement after the signing of the agreement. 1.2. At the time of the signing of the agreement, it includes the following annexes: 1.2.1. Annex 1 – The CPTRA’s invitation to tender of 10.09.2025; 1.2.2. Annex 2 – Service provider’s Tender no „2025_10_Skudra platform proposal clarification 001“ dated 20.10.2025; 1.2.3. Annex 3 – Service provider’s confirmation dated 11.11.2025 that the offered products comply with the conditions set out in Annex 2 – Technical Description of the procurement documents (PD) of the public procurement “Enhancement of Detection Software Skudra.”. 2. Object and purpose of agreement 2.1. The object of the agreement is the procurement of enhancement of detection software Skudra, including maintenance services, additional purchase of licenses as well as software development. 2.2. On the basis of this agreement, the service provider provides to the CPTRA services and develops software specified in the technical specifications in Annex 1 and detailed in Annex 2 and 3 (hereinafter collectively referred to as “the services”). 2.3. This agreement is a framework agreement within the meaning of the Public Procurement Act. The agreement sets out the terms and conditions on the basis of which the procurement contract(s) will be entered into during the validity of the agreement. The agreement does not entail an obligation to enter into procurement contracts. 2.4. If the terms and conditions of a procurement contract entered into on the basis of the framework agreement differ from the terms and conditions of this agreement, they must be more favourable for the CPTRA. 3. Procedure for entering into procurement contract 3.1. The CPTRA submits to the service provider by email a description of the requested services and the conditions that the requested services must comply with, as well as the requested deadline regarding the provision of the services (hereinafter “the description of the works”). 3.2. The service provider prepares and submits the tender (hereinafter “the tender”) to the CPTRA by email within five business days from the date of submission of the description of the works. The CPTRA may set a longer deadline for submission of the tender if necessary, and in this case the deadline is indicated in the description of the works. 3.3. Tenders submitted after the expiry of the deadline specified in clause 3.2 are not considered. 3.4. The tender must comply with all the conditions set out in the description of the works, with the agreement, and it must contain all the necessary information. 3.5. The tender amount must be based on the prices set out in Annex 2. 3.6. The amount specified in the tender (excluding VAT) is final and must include all the costs necessary for the performance of the tender. 3.7. The CPTRA reviews the tender within five business days from the time of its submission, checks its compliance with the description of the works and the terms and conditions of the agreement, and decides whether to accept the tender and conclude a procurement contract, or to reject the tender. 3.8. The CPTRA notifies the service provider of its decision by email. If the CPTRA decides to accept the tender, a written procurement contract is entered into between the parties. The description of the works and the tender become an integral part of the procurement contract. 3.9. All communications related to this procedure shall be sent to the contact persons listed in clauses 7.1-7.2. 4. Performance of procurement contract 4.1. In the performance of the procurement contract, the conditions and deadlines set out in the description of the works and the tender are followed. 4.2. In the provision of the services, the service provider is responsible for following good business practices and complying with legislation. 4.3. The service provider performs its contractual obligations in accordance with the terms and conditions set out in this agreement and the procurement contract, and in accordance with and all applicable laws, regulations, and generally accepted industry standards and norms. 4.4. In the performance of the procurement contract, the CPTRA has the right to check the quality, volume and compliance of the works and services with the terms and conditions set out in this agreement and the procurement contract. 4.5. The service provider is obliged to notify the CPTRA of any problems without undue delay that hinder or may hinder performance of the agreement and/or the services provided under the procurement contract. 4.6. The service provider ensures reasonable involvement of the CPTRA in the process of provision of the services to avoid deviations from the schedule and other negative consequences. 5. Delivery of services 5.1. The services provided by the service provider are delivered to the CPTRA or performed in accordance with the terms and conditions agreed in this agreement and the procurement contract. 5.2. The service provider prepares an instrument of delivery and receipt of the services, which describes the delivered services and the activities performed (hereinafter “the instrument”). 5.3. The CPTRA reviews the instrument submitted by the service provider within five business days following the submission of the instrument to the CPTRA. If the services comply with the terms and conditions of this agreement and the procurement contract, the CPTRA accepts the services, signs the respective instrument of delivery and receipt and notifies the contact person of the service provider thereof by email. If the CPTRA has not submitted written claims to the service provider within five business days from the day of submission of the instrument to the CPTRA, the service provider is entitled to consider the services as received. 5.4. If the CPTRA has any claims regarding the quality of the service or its compliance with the terms and conditions of the agreement and/or procurement contract, it notifies the contact person of the service provider thereof by email, specifies the specific deficiency in the services and sets a reasonable deadline for eliminating the deficiency or providing a new service that complies with the terms and conditions of the agreement and/or procurement contract. 5.5. If the service provider fails to eliminate the deficiencies by the specified deadline, the CPTRA has the right to refrain from making payments arising from the procurement contract until the deficiencies have been eliminated. 5.6. After the elimination of deficiencies and errors, an instrument of delivery and receipt is drawn up between the parties in accordance with clause 5.3. 5.7. The instrument of delivery and receipt of services signed by the parties is the basis for submitting an invoice to the CPTRA, unless otherwise agreed in the procurement contract. 6. Deadline and procedure for payment of fee 6.1. The CPTRA pays the service provider for the services in accordance with the agreement, the procurement contract and the submitted invoice after the signing of the instrument referred to in clause 5.3. 6.2. The deadline for payment for the services specified in the invoice may not be shorter than 21 calendar days from the time of submission of the invoice. 6.3. The invoice must be sent to the address [email protected] and its copy to the address [email protected] in a machine-readable format as a PDF file, or in a machine- editable format in accordance with the current e-invoice standard. 6.4. The invoice is deemed to have been received on the day it is registered in the CPTRA’s document registry system. 6.5. The invoice must include at least the name of the contact person and the number of the procurement contract and a reference to the instrument and the services provided. 7. Contact persons and information exchange procedure 7.1. The contact person of the service recipient regarding matters related to the agreement and/or procurement contract, submitting description of works, who has the right, among other things, to accept the services, is: Erko Kulu, phone: +372 6672120, e-mail: [email protected]. 7.2. The contact person of the service provider regarding matters related to the agreement and/or procurement contract, who has the right, among other things, to deliver the services, is: Māris Aleksandrovs, phone: +371 29168983, e-mail: [email protected]. 7.3. In the performance of the agreement and/or procurement contract, the contact persons of the parties specified in the agreement have the right to submit mutual inquiries, transmit the necessary information and documentation related to the performance of the agreement and/or procurement contract, check the progress of the performance of the agreement and/or procurement contract and adherence to the schedule, ask for instructions, accept summaries and other written documents prepared in the course of the performance of the agreement and/or procurement contract, as well as perform other actions not provided by the agreement and/or procurement contract that are necessary for achieving the purpose of the agreement and/or procurement contract. 7.4. The contact persons of the parties specified in the agreement do not have the right to amend the agreement, unless the party has given its contact person a separate power of attorney to that effect. 7.5. Notifications of an informative nature can be communicated by telephone. If transmission of a notification has legal consequences, the notification must be transmitted in writing to the postal address specified in the agreement or transmitted signed by the representative of the party to the e-mail address specified in clauses 7.1. and 7.2. 7.6. The party to the agreement is obliged to respond to the received notification that is expected to be responded to, within three business days from the date of reception, unless the notification provides for a longer response time. 7.7. The party’s notification is deemed to have been received by the other party: 7.7.1. on the same day if the notification has been successfully delivered electronically to the mail server of the contact person on a business day before 15:00; 7.7.2. on the next business day, if the notification has been successfully delivered electronically to the mail server of the contact person on a business day after 15:00; 7.7.3. on the next business day, if the notification has been successfully delivered electronically to the mail server of the contact person on a holiday. 8. Confidentiality and processing of personal data 8.1. The parties are obliged not to disclose confidential information concerning each other or obtained in the course of the performance of the agreement and/or procurement contract during the validity of the agreement and for an indefinite period after the expiry of the agreement. The parties consider as confidential information any information provided to each other, including trade secrets, intellectual property, personal data that is not generally available to third parties, as well as information they have received from third parties where the party knows or should know that the information is confidential. In case of doubt, confidentiality of information is assumed. 8.2. The parties do not consider information disclosed prior to its provision to the other party or disclosed independently of the parties, unless the party can prevent disclosure, as confidential information. 8.3. The service provider undertakes to use confidential information only during the validity of the agreement, for the performance of obligations arising from the agreement and/or procurement contract and in accordance with the provisions of the agreement and/or procurement contract. 8.4. When processing personal data, the parties act in accordance with the General Data Protection Regulation (GDPR) and the Personal Data Protection Act. Any data relating to an identified or identifiable natural person, irrespective of the form or format of such data, is considered by the parties as personal data. The parties undertake to apply appropriate information security measures, including measures to ensure the security of personal data provided for in Article 32 of the General Data Protection Regulation, in order to ensure the protection of confidential information. Upon receipt of such a request, the party makes available to the other party within a reasonable period of time all the information necessary to prove the implementation of the appropriate technical and organisational measures. 9. Intellectual property rights 9.1. Intellectual property rights include all copyrights and related rights arising from the performance of the agreement and/or procurement contract. 9.2. Unless otherwise agreed in the procurement contract, the Parties shall apply the following clauses concerning intellectual property: 9.2.1. The intellectual property arising from the provision of the service by the service provider belongs to the service provider. 9.2.2. The service provider grants CPTRA with a non-exclusive license to use the creations made during the provision of the service, for the entire duration of the copyright, until the need for use ceases and without territorial restrictions. 9.2.3. In the event that a third party submits copyright-related claims to CPTRA, the service provider shall indemnify CPTRA for all damages and costs arising from such claims. 9.3. The parties transfer and receive the intellectual property rights specified in the agreement without the need for additional declarations of intent or the conclusion of additional agreements, even if the respective rights arise or are transferred in the future. The party is obliged to issue a written confirmation to the other party regarding the transfer of the aforementioned rights within seven calendar days from receiving the respective request from the party. 9.4. The fee for copyrights is included in the fee specified in the procurement contract. The service provider has no right to demand additional fees and payments. 10. Liability 10.1. In case of a non-performance or improper performance of obligations arising from the agreement and/or procurement contract, the defaulting party shall compensate the direct material damages to the other party which they have sustained due to the non-performance or improper performance, at the request of the other party. 10.2. In the event of delay in fulfilling the financial obligations arising from the procurement contract, the party shall have the right to demand a penalty from the defaulting Party of 0,15% per day of the overdue amount for each day of delay. 10.3. In the event that the service provider fails to provide the services on time due to reasons not attributable to CPTRA, CPTRA has the right to demand a penalty from the service provider of 0,5% of the fee specified in the procurement contract for each delayed calendar day, up to a maximum of 15% of the fee specified in the procurement contract. 10.4. If the provision of services deviates from the agreed schedule, the service provider is not entitled to claim compensation for damages, except in cases where the damage has occurred due to the direct fault of CPTRA. 10.5. If the delay of the service provider is caused by CPTRA, the service provider has the right to request a reasonable extension of schedule and/or of deadlines. The service provider undertakes to immediately inform CPTRA of the delay or of possibility and consequences of a delay in a reproducible form. 10.6. If a party breaches the obligations mentioned in clauses 8 and/or 9, the other party has the right to demand a contractual penalty of 2000 euros for each breach. 10.7. CPTRA suspends payments to the service provider in full or in part if: 10.7.1. The service provider does not fulfil the agreement and/or the procurement contract; 10.7.2. Significant deficiencies or other significant breaches of obligations occur during the fulfilment of the agreement and/or procurement contract or in the services. 10.8. The service provider may suspend the provision of services in whole or in part if: 10.8.1. CPTRA delays payment of the fee due under the procurement contract by more than 30 calendar days. 10.9. Any disagreements between the parties in the course of the performance of the services, including in the course of elimination of deficiencies, shall first be resolved by considering the provisions and objectives of the agreement and/or procurement contract. 10.10. Claiming the contractual penalty does not preclude the right of the CPTRA to use other legal remedies provided by the law, including demanding the performance of the agreement. Payment of the contractual penalty does not exempt the party in breach of the agreement from further performance of its contractual obligations. 10.11. A contractual penalty claim or a notice of intention to submit a contractual penalty claim must be submitted within thirty calendar days from the time of discovery of the breach of the obligation. Contractual penalties and interests on late payment must be paid within fourteen days of receipt of the corresponding claim. 10.12. The parties have the option of mutual set-off. 11. Entry into force, amendment and termination of agreement 11.1. The agreement enters into force upon its signing by the last party and is valid for 36 months from the date of the last signature or until the total cumulative order value of the procurement contract(s) under the agreement reaches 450 000 euros (excluding VAT) or until the early termination of the agreement, except for those provisions which due to their nature regulate the relations between the parties also after the termination of the agreement. 11.2. The agreement and/or procurement contract may be amended only by written agreement of the parties, and the amendments are formalised as annexes to the agreement. Amendments enter into force upon their signing by the last party or on the date specified by the parties in the amendment. When amending the agreement, the parties must comply with the conditions set out in § 123 of the Public Procurement Act. 11.3. Any change in the contact details of the parties must be notified to the other party within a reasonable period of time. Changes to contact details are not deemed to constitute an amendment of the agreement within the meaning of clause 11.2. 11.4. Either party may cancel the agreement and/or procurement contract extraordinarily without notice if it becomes apparent that, taking into account all the circumstances and taking into account the interests of the parties, it cannot be expected that the party wishing to cancel the agreement and/or procurement contract would continue to perform the agreement and/or procurement contract, first and foremost, if the other party has failed to perform a material obligation arising from the agreement and/or procurement contract and has not fulfilled the respective obligation within the additional term given to it. 11.5. The party transmits a written notice regarding cancellation of the agreement and/or procurement contract to the other party in accordance with clause 7.5. 11.6. In the event of cancellation of the agreement and/or procurement contract, the service provider has the right to claim the fee only for the services that have actually been provided by the service provider and accepted by the CPTRA until the last date of validity of the agreement and/or procurement contract. 11.7. If the procurement contract entered into under this agreement is cancelled early, this does not result in cancellation of this agreement, unless the party cancelling the procurement contract also cancels this agreement. 12. Final provisions 12.1. The parties may not transfer the rights and obligations under the agreement to a third party without the prior written consent of the other party. 12.2. Disputes arising from the agreement are resolved through negotiations. If no agreement is reached, disputes are resolved pursuant to the procedure provided by the legislation of the Republic of Estonia. 12.3. In matters not regulated by the agreement, the parties adhere to the legislation of the Republic of Estonia. 12.4. The representatives of the parties declare that they have all the rights and sufficient powers to enter into the agreement on behalf of the represented party in accordance with the legislation, and that they are not, to the best of their knowledge, prevented from fulfilling their obligations undertaken under and provided by the agreement. 12.5. This agreement text constitutes as public information. Annexes contain information which is classified as internal, to which access is restricted. Signatures of the parties: CPTRA Service provider (signed digitally) (signed digitally) Oliver Gailan Jānis Bārda Head of Electronic Communications Chairman of the Management Board Department On behalf of Director General General phone: +372 6672000 General phone: +371 67333034 General e-mail: [email protected] General e-mail: [email protected]
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