IT2018Terms and Conditions

DELIVERY AGREEMENT

1OBJECT OF AGREEMENT

The Customer and Supplier specified below have agreed in accordance with the Terms and Conditions of this Agreement that the Supplier shall deliver to the Customer the information technology products and services specified in thisAgreement.

Possible maintenance and support services shall be agreed upon separately.

2CONTRACTING PARTIES AND CONTACT PERSONS

Customer:______

Business identity code: ______VAT reg.

Customer’s address:______

Customer’s contact person: ______

Supplier:______

Business identity code: ______VAT reg.

Supplier’s address:______

Supplier’s contact person:______

Each Party to this Agreement shall without undue delay inform the other Party in writing of any change regarding its contact person. The contact person is not authorised to agree on changes to thisAgreement.

3DELIVERABLES

3.1 Deliverables

The products and services are specified in annex number____.

The products and services are specified as follows:

______

______

3.2 Customised software, open source software and standard software included in the deliverables

Customised software, open source software and standard software have beenspecified in annex number____.

Customised software, open source software and standard software are specified as follows:

Customised software means the following software or software components:

______

______

______

Open source software means the following software or software components:

______

______

______

Standard software means the following software or software components:

______

______

______

3.3 Data security, processing of personal data and backup

Data security has been agreed in annex number ____.

Data security has been agreed in accordance with the IT2018Terms and Conditions annexed to thisAgreement.

Processing of personal data has been agreed in annex number ____.

Processing of personal data has been agreed in accordance with the IT2018EHK Special Terms and Conditionsfor the Processing of Personal Data annexed to thisAgreement.

Backup procedures have been agreed in annex number ____.

Backup procedures have been agreed in accordance with the IT2018Terms and Conditions annexed to thisAgreement.

4PRICES AND PAYMENT TERMS

4.1Prices

The total price of the delivery is ______.

The total price of the delivery has been specified in annex number ____.

The total price of the delivery has beenspecified as follows:

______

______

Allproducts or services are included in the total price specified above.

The following products or services are not included in the total price specified above:

______

______

______

4.2Payment terms

The payment terms are ____ days net from the date of delivery or the date of invoice, whichever is later.

The payment terms have been specified in annex number ____.

The payment terms have been specifiedas follows:

______

______

______

The invoicing details and payment instalments have been specifiedin annex number ____.

The invoicing details and payment instalmentshave been specified as follows:

______

______

______

5DELIVERY, INSTALLATION AND TECHNICAL OPERATINGENVIRONMENT

5.1Delivery

Delivery time: ______

Terms of delivery (unless TOP Finnterms 2001):______

Country of delivery and delivery address: ______

______

Country of use (unless the same as country of delivery): ______

______

Delivery type: ______

______

The instructions and other documentation included in the delivery shall be provided in:

Finnish

Swedish

English

______

5.2Installation

The following products shall be installed by the Supplier:

______

______

______

______

Installation shall be charged for separately.

Installation is included in the prices of the products.

The Customer shall install all products other than thosementioned above in this section 5.2.

5.3 Testing, acceptance inspection and acceptance of the delivery

The tests, acceptance inspection and acceptance of the delivery have been specifiedin annex number ____.

In accordance with the IT2018Terms and Conditions annexed to thisAgreement.

The tests, acceptance inspection and acceptance of the delivery have been specifiedas follows:

______

______

______

______

5.4Technical operating environment

The technical operating environment and requirements related thereto have been specifiedin annex number ____.

The technical operating environment and requirements related thereto have been specifiedas follows:

______

______

______

______

The technical operating environment of the Customer has beenspecified in annex number ____.

The technical operating environment of the Customer has beenspecified as follows:

______

______

______

______

The Supplier accepts the technical operating environment specifiedabove in this section 5.4 as suitable for the installation.

6TERMS AND CONDITIONS OF SOFTWARE LICENCE

6.1Standard software

The licence terms and conditions have been specified in annex number ____.

The licence terms and conditions have been specified in accordance withthe IT2018 EVT Special Terms and Conditions for Deliveries of Standard Software annexed to thisAgreement.

The licence terms and conditions have been specifiedas follows:

______

______

______

______

______

6.2Customised software

The licence terms and conditions have been specified in annex number ____.

The licence terms and conditions have been specified in accordance with the IT2018 EJT Special Terms and Conditions for the Deliveries of Data Systems and Customised Software annexed to thisAgreement.

The licence terms and conditions have been specifiedas follows:

______

______

______

______

______

6.3 Open source software

The licence terms and conditions have been specified in annex number ____.

The licence terms and conditions have been specified as follows:

______

______

______

______

______

6.4 Other software included in deliverables

The licence terms and conditions have been specified in annex number ____.

The licence terms and conditions have been specified as follows:

______

______

______

______

______

7RIGHTS TO THE RESULTS OF THE PROFESSIONAL SERVICE

The rights have been specified in annex number ____.

The rights have been specified in accordance with the IT2018 EAP Special Terms and Conditions for Consulting and Other Professional Services annexed to thisAgreement.

The rights have been specifiedas follows:

______

______

______

______

______

The Customer shall have the right to use the documents and other results produced as a result of the professional service

In accordance with the annex number ____.

In accordance with IT2018 EAP Special Terms andConditions for Consulting and Other Professional Services annexed to thisAgreement.

As follows:

______

______

______

______

______

8WARRANTY TERMS

8.1Equipment

The warranty terms have been specified in annex number ____.

The warranty terms have been specified in accordance with IT2018 ELT Special Terms and Conditions for Deliveries of Equipment annexed to thisAgreement.

The warranty terms have been specifiedas follows:

______

______

______

______

______

8.2Standard Software

The warranty terms have been specified in annex number ____.

The warranty terms have been specified in accordance with the IT2018 EVT Special Terms and Conditions for Deliveries of Standard Software annexed to thisAgreement.

The warranty terms have been specifiedas follows:

______

______

______

______

______

8.3Customised software

The warranty terms have been specified in annex number ____.

The warranty terms have been specified in accordance with the IT2018 EJT Special Terms and Conditions for Deliveries of Data Systems and Customised Software annexed to thisAgreement.

The warranty terms have been specifiedas follows:

______

______

______

______

______

8.4 Open source software

The warranty terms have been specified in annex number ____.

The warranty terms have been specifiedas follows:

______

______

______

______

______

8.5Other software included in deliverables

The warranty terms have been specified in annex number ____.

The warranty terms have been specifiedas follows:

______

______

______

______

______

9 SUBCONTRACTING

Subcontracting has been agreed in annex number ____.

Subcontracting has been agreed in accordance with the IT2018 YSE General Terms and Conditions annexed to thisAgreement.

Subcontracting has been agreed as follows:

______

______

______

______

______

10CONFIDENTIALITY

Confidentiality has been agreed in annex number ____.

Confidentiality has been agreed in accordance with the IT2018 YSE General Terms and Conditions annexed to thisAgreement.

Confidentiality has been agreed as follows:

______

______

______

______

______

11LIABILITY FOR DAMAGES AND LIMITATION OF LIABILITY

Liability for damages and limitation of liability have been agreed in annex number ____.

Liability for damages of the processing of personal data has been specified in the IT2018 EHK Special Terms and Conditions for the Processing of Personal Data in Section 9.

The maximum liability for damages of a Party towards the other Party based on thisAgreement shall not, excluding possible liquidated damages payable due to delay, service credits or other similar contractual penalties or credits, exceed in aggregate ______Euros. If aParty has an obligation to pay liquidated damages payable due to delay, service credits or other similar contractual penalties or credits, the Party is also liable to pay damages only for the part of the loss exceeding the liquidated damages payable due to delay, service credits or other similar contractual penalties or credits. In addition, sections 13.3 - 13.5 of the IT2018 YSE General Terms and Conditions shall apply.

The maximum liability for damages of a Party towards the other Party based on thisAgreement shall not, excluding possible liquidated damages payable due to delay, service credits or other similar contractual penalties or credits, exceed in aggregate _____ percent of the total price of the deliveryexcluding the value added tax. If aParty has an obligation to pay liquidated damages payable due to delay, service credits or other similar contractual penalties or credits, the Party is also liable to pay damages only for the part of the loss exceeding the liquidated damages payable due to delay, service credits or other similar contractual penalties or credits. In addition, sections 13.3 - 13.5 of the IT2018 YSE General Terms and Conditions shall apply.

12OTHER PROVISIONS

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______

13ANNEXES OF AGREEMENT AND ORDER OF PRIORITY

13.1The following annexes form an integral part of thisAgreement (please number the annexes):

______

______

______

______

______

______

______

______

______

13.2The following IT2018Terms and Conditions also form an integral part of thisAgreement:

IT2018 EHK Special Terms and Conditions for the Processing of Personal Data

IT2018 EJT Special Terms and Conditions for Deliveries of Data Systems and Customised Software

IT2018 EAP Special Terms and Conditions for Consulting and Other Professional Services

IT2018 EVT Special Terms and Conditions for Deliveries of Standard Software

IT2018 ELT Special Terms and Conditions for Deliveries of Equipment

IT2018 YSE General Terms and Conditions

13.3The order of priority of documents relating to this Agreement is as follows:

1.This Agreement.

2.Annexes to this Agreement other than the IT2018Terms and Conditions. In case of discrepancy between these annexes, the annex with a smaller number shall prevail.

3.The special terms and conditions annexes of the IT2018Terms and Conditions annexed to thisAgreement.

4.IT2018 YSE General Terms and Conditions.

14 COPIES AND SIGNATURES

This Agreement has been executed in two original copies, one for each Party.

Place and datePlace and date

______.___.______.___.______

Customer’s signatureSupplier’s signature

______

Name(s) typed:Name(s) typed:

______