Leping

EXTEDO GmbH / Einsteinstraße 30 / 85521 Ottobrunn / Germany Health and Welfare Information Systems Centre - Your contact: Schei Dattner TEHIK Phone: 089 189 454 127 Raul Juurma E-Mail: [email protected] 25 Uus-Tatari Street 10134 Tallinn Estonia 25 September 2020 Quote for Health and Welfare Information Systems Centre - TEHIK Quote: QTS-00012528 Dear Raul Juurma, Thank you very much for your interest in our products and services. Subsequent to your communication with Schei Dattner it is my pleasure to provide to you our quotation. In case you have any questions or would like any further information, please do not hesitate to contact Schei Dattner directly. EXTEDO GmbH, Einsteinstr. 30, 85521 Ottobrunn, Germany Phone: +49 89 189 454-0, Fax: -999, [email protected], www.extedo.com Management Board: Martin Schmid, Stephan Brühl Company Office: Ottobrunn, Registry Court: Amtsgericht München, Comm. Register N°: HRB 124 955, VAT.-Id. N°: DE201282452 Stadtsparkasse Augsburg, Acc. 250910940 (BLZ 72050000), IBAN: DE55720500000250910940, BIC-Code: AUGSDE77 Document Ref: FXV6V-AEKJT-9O4T5-NERAI Page 1 of 7 Page 1 of 7  1 EXTEDO Products and Services Subscription Product Description Price per Unit QTY Discount Subtota l EURSV-GLOB-WS-IHE-SUB EURSvalidator Global Subscription Subscription €5.600,00 5 -€28.000,00 €0,00 per workstation. For all countries supported by EURSvalidator as listed in the latest version of the release notes for EURSvalidator published on the EXTEDO website. Price per workstation and year. Total Discount -€28.000,00 Annual Sum €0,00 2 Terms and Conditions Our Software will be billed after receipt of a valid signed copy of this quote. The software will be made available via download. Subscription always starts on the day of delivery. EURSvalidator 8 is a subscription license with a renewable performance time of 365 days after delivery. Payment is due within 14 days after date of invoice. All prices given in this offer are strictly confidential and neither include VAT nor any withholding tax, if applicable. If you would like to accept EXTEDO’s quotation in order to start your project, please sign this document. 2020-09-25_QTS-00012528_EURSvalidator_Health and Welfare Information Systems Centre - TEHIK Document Ref: FXV6V-AEKJT-9O4T5-NERAI Page 2 of 7 Page 2 of 7  3 Binding Date This quotation stays valid until 31 October 2020. It is based on the „End User License Agreement for the Annual Supply of “EURSvalidator Version 8” Software“ Software“ which is attached to this offer. We would be pleased if our offer met your expectations and are at your disposal for further inquiries. Best Regards, EXTEDO GmbH EXTEDO EXTEDO Name: Martin Schmid Name: Stephan Brühl Title: Geschäftsführer/CEO Title: Geschäftsführer/Managing Director Signature: Signature: Attachments „End User License Agreement for the Annual Supply of “EURSvalidator Version 8” Software“ Herewith we accept this Quote QTS-00012528 and have accepted the attached „End User License Agreement for the Annual Supply of “EURSvalidator Version 8” Software“. Health and Welfare Information Systems Centre - TEHIK Rasmus Kästik Name: Department Manager Title: Signature: 10 / 06 / 2020 Date: VAT-Id. No.: 10 / 06 / 2020 Preferred Delivery Date: 2020-09-25_QTS-00012528_EURSvalidator_Health and Welfare Information Systems Centre - TEHIK Document Ref: FXV6V-AEKJT-9O4T5-NERAI Page 3 of 7 Page 3 of 7  End User License Agreement for the Annual Supply of “EURSvalidator Version 8” Software § 1 Subject Matter 1. EXTEDO offers to supply “EURSvalidator Version 8” software exclusively to Contractors for a term limited in time. For this purpose a “Contractor” means a natural person, or legal entity, or a partnership with legal capacity which concludes a transaction in the course of its commercial or entrepreneurial professional activities. The Licensee affirms that it is a Contractor within the meaning of the above description. 2. This EULA aims to set out the terms of the supply of “EURSvalidator Version 8” software (hereafter referred to as the “Software”) to the Licensee (also referred as “Contractor”) for a term limited in time. By downloading, installing, or otherwise using the Software, the Contractor agrees to be bound by the terms of this EULA. 3. EXTEDO will make the software available to the Contractor for download via a link to software server via EXTEDO Customer Portal. The download shall include a copy of the software, together with the associated documentation in digital form. The transfer of the software source code is excluded. The delivery of the Software takes place at the moment EXTEDO makes available the link for download the Software to the Contractor (“Delivery”). The Software is valid for a period of 365 days, starting from the Delivery date. The license for the Software has to be activated online by Contractor. Any responsibility on the side of EXTEDO is excluded regarding activation of the Software once the link for download the Software has been made available to Contractor. The validity for 365 days also includes software updates and related minor versions (v8.1, 8.2, 8.3…). EXTEDO will invoice the Contractor after the Delivery. Price and further payment conditions shall be stipulated in the Quote provided to the Contractor. 4. Installation of the software will be undertaken by the Licensee at its own risk. EXTEDO is not required to provide installation, installation support or configuration of the software. § 2 Grant of Rights 1. The Licensee is granted a non-exclusive, limited in time (for up to 365 days after Delivery), non-transferable, non-sub-licensable right to use the software. The 365 days term starts with the Delivery. If, for example, the license files were delivered on 5 January of a particular year, then the user rights would end at the end of 4 January of the following year. Use of the software is subject to a technical block. After expiry of the period of use, access to the software will no longer be technically possible. 2. The contractual use includes the installation, as well as the loading, displaying and running of the installed software on a computer. The contractual use includes also updates of the software within the contractual term. 3. Each license can be activated only once but it can be rehosted in case of system changes of Contractor. In this case the usage period of the first license activation is still valid. 4. The Licensee is prohibited from selling, donating, lending or renting the software to third parties. 2020-09-25_QTS-00012528_EURSvalidator_Health and Welfare Information Systems Centre - TEHIK Document Ref: FXV6V-AEKJT-9O4T5-NERAI Page 4 of 7 Page 4 of 7  5. The Licensee shall only then be entitled to copy, edit or decompile the software if this becomes necessary to ensure its interoperability with other programs or to eliminate errors in the software, provided that access to the requisite information or troubleshooting steps are not granted by EXTEDO within a reasonable period, in response to the Licensee’s request. 6. If the Licensee breaches any of the foregoing provisions, all the rights granted under this Agreement shall immediately become void and automatically revert to EXTEDO. In such a case, the Licensee must immediately and completely cease using the software, delete any copies of the software installed on its system and also either delete any corresponding backup copies or hand them over to EXTEDO. 7. The rules contained in this section shall also be contractually binding on the relevant party. § 3 Protection of Software The Licensee is obligated to take appropriate measures to protect the software from being accessed by unauthorized third parties, in particular, to keep all copies of the software in a protected location. § 4 Term and Termination 1. The software is transferred for a fixed term of 365 days from the Delivery (see § 2 Paragraph 1). 2. Termination for good cause remains unaffected. EXTEDO shall have good cause for termination, in particular, if the Licensee infringes the user rights of EXTEDO by making use of the software to an extent greater than that permitted under this Agreement, and fails to halt the infringements within a reasonable period following a warning from EXTEDO. 3. All notices of termination must be in writing. 4. In the event of a termination, the Licensee must cease using the software and must remove all installed copies of software from its computers and, where applicable, at EXTEDO’s option, either return to the latter, or destroy, all backups which may have been created. This license agreement is non-renewable. The deletion of the software must be confirmed to EXTEDO in writing. § 5 Requirements for Hardware and Software 1. Requirements for hardware and software can be obtained via download in the customer section of the EXTEDO website extedo.com (the “Prerequisites”). The Prerequisites are an integral part of this Contract between the parties. 2. It is the sole responsibility of the Licensee to check whether the equipment it uses complies with these requirements. § 6 Technical Support by EXTEDO EXTEDO provides support for questions on the technical operation of the computer programs by e-mail. Technical support shall be available to one contact person of the User, as identified by name. Support requests are to be sent to the following e-mail address: [email protected]. 2020-09-25_QTS-00012528_EURSvalidator_Health and Welfare Information Systems Centre - TEHIK Document Ref: FXV6V-AEKJT-9O4T5-NERAI Page 5 of 7 Page 5 of 7  § 7 Duties to Inspect and Give Notice of Complaint The User shall inspect the downloaded software including documentation particularly in regard to completeness as well as the functionality of basic program functions and shall notify EXTEDO by way of registered letter of any faults within one month after download. In case of any breach of the duty to inspect and give notice of complaint, the computer programs shall be deemed to have been approved in terms of such defect. § 8 Maintenance 1. The required features of the software are exclusively as set out in the associated user documentation. The Licensor warrants that the contractually agreed features of the software will be perpetuated during the contract period. 2. EXTEDO will eliminate all software faults reported by the Licensee within a reasonable period. Such period will begin on the submission by the Licensee of a written fault report in which the fault is described in as much detail as possible, including the relevant symptoms, operating conditions, previous instructions to the software, the number of jobs affected and a description of the system and hardware environment, including any third-party software which may have been in use. The Licensee must make use of the form specially supplied by EXTEDO for this purpose. Each report must be sent immediately upon discovery of the fault. If the reported faults cannot be reconstructed, or if EXTEDO is not given sufficient time or opportunity to rectify the said defects, it shall be released from its obligation to remedy the faults during that period. 3. A fault occurs if the software does not meet the contractual specifications in the system environment contractually envisaged for it, and this has more than an insignificant impact on the suitability of the software for the contractual use. The obligation to repair the software does not include adaptation of the software to changing conditions or technical, functional or legal developments, such as changes in the IT environment, particularly changes to the hardware or the operating system, adaptation to the capabilities of competing products, creation of compatibility with new data formats or adaptation to changes in regulatory or statutory provisions, etc. 4. Faults will be rectified within a reasonable period on regular basis by the supply of programs (bug fixes, patches, updates or similar). The Licensee is required to follow troubleshooting procedures. § 9 Proprietary Rights 1. If the contractual use of computer programs within the European Union including Switzerland violates any industrial proprietary rights, EXTEDO shall indemnify the User against any duty to pay damage/licenses to the infringed party based on binding legal judgments or settlements entered into with the prior written approval of EXTEDO. 2020-09-25_QTS-00012528_EURSvalidator_Health and Welfare Information Systems Centre - TEHIK Document Ref: FXV6V-AEKJT-9O4T5-NERAI Page 6 of 7 Page 6 of 7  2. The precondition for such is that the User notifies EXTEDO in writing and without delay of all claims against it as well as the resulting proceedings and that the User authorizes EXTEDO to act in any legal dispute and comprehensively supports EXTEDO. The indemnification obligations of EXTEDO shall be limited to those expenses necessarily accruing to the User from or in connection with claims by third infringed parties, but shall be no more than a maximum of the respective contract volume. 3. EXTEDO may, at its own choice, obtain for the User the right to use the subject matter or exchange the subject matter or so alter the subject matter that no further violation of proprietary rights will occur. If the above measures are not possible for EXTEDO under reasonable commercial terms, EXTEDO may withdraw from the contract. To the extent that no willful conduct is involved, any further rights to claim by the User are excluded. 4. If the User is responsible for any violation of proprietary rights, it shall indemnify EXTEDO against any third party claims and shall reimburse any costs of a legal defense. § 10 Liability 1. EXTEDO accepts unlimited liability: - for willful misconduct or gross negligence; - for damage to life, body or health; - in accordance with the provisions of the Product Liability Act; and - to the extent of the guarantees provided by EXTEDO and in all other statutorily mandated cases. 2. In the case of breach of a duty involving minor negligence which is essential to fulfilling the contractual purpose (a cardinal obligation), the level of EXTEDO's liability shall be limited to the loss foreseeable and typical for the type of business concerned, but shall, in any case, not exceed 50,000 EUR. 3. EXTEDO shall not have any further liability. In particular, EXTEDO shall not be liable for initial faults, insofar as the preconditions listed in paragraphs one and two are not met. 4. The foregoing limitation of liability also applies to the personal liability of the employees, representatives and corporate bodies of EXTEDO. § 11 General 1. Any collateral agreements or amendments must be in writing in order to be valid. This requirement of writing can only be waived in writing. No supplementary oral agreements exist at the time of this contract being concluded. 2. The general business conditions of the parties shall not apply in terms of this contract. 3. In the event that any provision of this contract breaches the mandatory provisions of law or is or becomes ineffective for any other reason, the remaining provisions of the contract shall continue to be valid. Any ineffective provision shall be replaced retrospectively to the time of its becoming ineffective by a provision which most closely reflects the originally intended commercial purpose. The same shall apply accordingly in the event of any omissions. 4. This contract is subject to German law and Munich is agreed as the place of jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby excluded. 2020-09-25_QTS-00012528_EURSvalidator_Health and Welfare Information Systems Centre - TEHIK Document Ref: FXV6V-AEKJT-9O4T5-NERAI Page 7 of 7 Page 7 of 7  Signature Certificate Document Ref.: FXV6V-AEKJT-9O4T5-NERAI Document signed by: Verified E-mail: [email protected] IP: 213.184.49.162 Date: 06 Oct 2020 11:37:42 UTC Martin Schmid Verified E-mail: [email protected] IP: 24.134.71.141 Date: 06 Oct 2020 20:33:47 UTC Stephan Brühl Verified E-mail: [email protected] IP: 83.170.14.6 Date: 08 Oct 2020 14:06:21 UTC Document completed by all parties on: 08 Oct 2020 14:06:21 UTC Page 1 of 1 Signed with PandaDoc.com PandaDoc is the document platform that boosts your company's revenue by accelerating the way it transacts.