ESITEVIEW TERMS AND CONDITION (12/2020) 1 OBJECT OF AGREEMENT The Customer and the Supplier specified below have agreed in accordance with the Terms and Conditions of this Agreement on Services Delivered via Data Network (hereinafter “Software Service”) and related expert services. Both parties agree that the below eSite services are included. Specific terms and conditions that apply for the specific service have been defined. · eSiteview Cloud services (IT2018 ETP terms apply) · eSite Reality Capture services (IT2018 EAP terms apply) 2 CONTRACTING PARTIES AND CONTACT PERSONS Customer: ________________________________________________________ Business identity code: ________________ VAT reg. Customer’s address: ________________________________________________________ Customer’s contact person: ________________________________________________________ Supplier: ___________________________________________________ (also refereed as eSite) Business identity code: ________________ VAT reg. Supplier’s address: ________________________________________________________ Supplier’s contact person: ________________________________________________________ Each Party 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 this Agreement. 3 SOFTWARE SERVICE 3.1 Software Service constituting the object of the delivery The Software Service (eSiteview Cloud services) and related Professional Service (eSite Reality Capture services ) are specified in annex 1. 3.2 Deployment date of the Software Service The deployment date of the Software Service has been defined in annex 1. 3.3 Right of use for the Software Service The Customer has the right to use the eSiteview cloud Software Service against a payed monthly subscription fee as defined in annex 1. The Customer’s further right to use the Software Service is specified in accordance with the IT2018 ETP Special Terms and Conditions for Services Delivered via Data Network annexed to this Agreement. The Customer’s right to use the Software Service is also controlled by the terms and conditions (e.g. EULA, End User Licence Agreements) of third party software that is part of the integrated Software Service. The Supplier is responsible to acquire the needed licenses for the integrated third party software to enable the Customer’s use of the Software Service as intended based on this Agreement. 3.4 Specification of the Customer’s material The Customer owns all the material captured from site and managed in the eSite systems (or the Customer has otherwise agreed on the ownership). If the site is not owned by the Customer, it shall acquire the required rights to use the material captured at the site. The Customer’s material has been specified in accordance with the IT2018 ETP Special Terms and Conditions for Services Delivered via Data Network annexed to this Agreement. 3.5 Specification of the Supplier’s material All such material disclosed or made available to the Customer by the Supplier for the purpose of using the Software Services that has not been specified as the Customer’s material, shall be the Supplier’s material. All intellectual property rights to the software service and supplier material and amendments thereto shall belong to the supplier or a third party. The Supplier owns all rights to the eSiteview cloud Software Service as well as the eSiteview business model and related concepts, documents, trademarks, specifications, templates, work processes and training material. The Supplier’s material has been further specified in accordance with the IT2018 ETP Special Terms and Conditions for Services Delivered via Data Network annexed to this Agreement. 3.6 Training of the Customer’s personnel The training of the Customer’s personnel, if included in the delivery, has been agreed in annex 1. 3.7 Support relating to the deployment of the Software Service Support concerning the deployment of the Software Service has been agreed in accordance with the IT2018 ETP Special Terms and Conditions for Services Delivered via Data Network annexed to this Agreement. 3.8 Data security, processing of personal data and backup The Supplier acknowledges that the Customer data managed in the Software Service is confidential of nature. The eSiteview Cloud services is delivered through eSite controlled secure Azure cloud service that has it’s servers and data residing in Europe (unless agreed differently with the Customer). Further data security has been agreed in accordance with the IT2018 Terms and Conditions annexed to this Agreement. Any Customer specific data security requirements shall be presented during the drafting of this Agreement and attached to this contract. Backup procedures have been agreed in accordance with the IT2018 Terms and Conditions annexed to this Agreement. 4 SERVICE LEVELS 4.1 Service levels The eSiteview standard service levels shall be applied to this Agreement. 4.2 Installation, change or maintenance work Installation, change or maintenance work of the Software Service has been agreed in accordance with the IT2018 ETP Special Terms and Conditions for Services Delivered via Data Network annexed to this Agreement. 5 PRICES AND PAYMENT TERMS 5.1 Recurring charges and services covered by recurring charges The eSiteview Cloud services covered by recurring charges are specified in annex 1. The fees for Professional Services (Reality Capture) are specified in annex 1. 5.2 Separately charged services Other services not covered by the recurring charges and invoiced separately shall be charged for by the Supplier in accordance with Supplier’s current price list. 5.3 Payment terms The payment terms have been specified in annex 1. Further payment terms have been specified in the IT2018 ETP Special Terms and Conditions for Services Delivered via Data Network annexed to this Agreement. The Supplier shall invoice recurring charges in advance every six months. The Supplier shall invoice the services not covered by the recurring charges and other charges in arrears monthly. 6 VALIDITY OF AGREEMENT 6.1 Term of the Agreement This Agreement shall remain in force until further notice in accordance with the IT2018 ETP. The Supplier’s assistance has been specified in accordance with the IT2018 ETP. 6.2 Returning the Customer’s material to the Customer The returning of the Customer’s material has been agreed in accordance with the IT2018 ETP. 6.3 Supplier’s termination assistance The Supplier’s termination assistance has been agreed in accordance with the IT2018 ETP. 7 SUBCONTRACTING In accordance with the IT2018 YSE General Terms and Conditions annexed to this Agreement. 8 CONFIDENTIALITY The provided services have been defined confidential and a separate NDA can be signed if required by the Customer. If no Customer specific NDA has been signed, the confidentiality has been agreed in accordance with the IT2018 YSE General Terms and Conditions annexed to this Agreement. 9 LIABILITY FOR DAMAGES AND LIMITATION OF LIABILITY The maximum liability for damages of a Party towards the other Party based on this Agreement shall not, excluding possible liquidated damages payable due to delay, service credits or other similar contractual penalties or credits, exceed in aggregate the calculatory monthly price for Software Service at the point of breach of contract, excluding the value added tax, multiplied by two. If a Party 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. 10 ACCEPTANCE OF THE RESULTS OF THE PROFESSIONAL SERVICE The results of the professional service furnished by the supplier to the customer are delivered when the link to the eSiteview cloud Software Service is sent to the Customer. The Customer shall make the Acceptance of the deliverables in accordance with IT2018 EAP Special Terms and Conditions for Consulting and Other Professional Services annexed to this Agreement. 11 ANNEXES OF AGREEMENT AND ORDER OF PRIORITY 11.1 The following annexes form an integral part of this Agreement: Annex 1 Proposal dated XXX 11.2 The following IT2018 Terms and Conditions also form an integral part of this Agreement: IT2018 ETP Special Terms and Conditions for Services Delivered via Data Network IT2018 EAP Special terms and conditions for consulting and other professional services IT2018 YSE General Terms and Conditions 11.3 The order of priority of documents relating to this Agreement is as follows: 1. This Agreement. 2. annexes to this Agreement other than the IT2018 Terms 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 IT2018 Terms and Conditions annexed to this Agreement. 4. IT2018 YSE General Terms and Conditions. 12 COPIES AND SIGNATURES This Agreement has been executed in two identical copies, one for each Party. Place and date Place and date ______________________ ___.___.______ ______________________ ___.___.______ Customer’s signature Supplier’s signature ____________________________________ ____________________________________ Name(s) typed: Name(s) typed: ____________________________________ ____________________________________