AGREEMENT No. vm-xxxx
(on lease of computing resources)
Riga, xx month, 2010
Legal Person LLC „Projektam.lv”, Registration No.50103250361 , hereinafter referred to as the OWNER, in the person of its Board Chairman Edgars Bušs, who is acting on strength of the Charter, as one party,
Legal Person xxxxxx, Registration No. xxxxxxx hereinafter referred to as the USER, in the person of its Board Member, who is acting on strength of the Charter, as the second party, conclude this agreement, hereinafter – the Agreement, about the following:
SUBJECT OF THE AGREEMENT
OBLIGATIONS OF THE OWNER
5. Within the scope of the service the OWNER shall ensure the following support of technical infrastructure and safety necessary for the software coverage:
5.1. Computing resources – according to Appendix No. 1.
5.2. Speed of data transmission (non-guaranteed) and safety from the infrastructure of the OWNER:
5.2.1. within Latvia up to 100 Mbit/s; from/to abroad up to 10 Mbit/ s;
5.2.2. guaranteed within Latvia 10 Mbit/ s; from/to abroad 512 kbit/s;
5.2.3. backup connection to the electronic communications network with automated switch-over mechanism;
5.3. Data protection from unauthorised accessing shall be ensured by the solution of the OWNER authentication and authorisation and built-in tools of firewall, computing resources infrastructure.
5.4. To ensure 95% of computing resources accessibility by 99.9% during the operation of the Agreement, calculating the accessibility for each month separately.
5.5. To perform the minimal technical maintenance of the software coverage of the OWNER 24 hours round the clock (switch-on and switch-off and reload of computing resources), unless there is an additional agreement on more complicated maintenance works.
5.6. To upkeep uninterrupted operation of the computing resources infrastructure, which is ensured by the OWNER and the computing resources infrastructure, without use of the resources of the USER, but at the same time envisaging that on every second Tuesday of each month from 20:00 till 21:00 infrastructure improvement and repair work can be performed without notifying the USER in advance about it.
5.7. To perform elimination of damage to computing resources and data transmission at the request of the USER. Damage can be reported 24 hours round the clock by the phone: +371 26335629 or e-mail email@example.com.
6. The OWNER guarantees that the Subject of Agreement is free from obligations, and that to the USER the possibility will be given to use the Subject of the Agreement without disturbance for the purposes envisaged in the Agreement.
7. The OWNER has the right at any time to gain access to the Subject of Agreement to verify the compliance of its use to the provisions of this Agreement, without inspecting of data flow content and viewing of saved data.
8. The OWNER shall be responsible for losses that can be proved and which are caused to the USER as a result of proven malicious act or gross negligence of the OWNER or its authorised persons.
9. In the case if the Subject of the Agreement after the expiry of the agreement’s operation term has not been made free, the OWNER shall have the right to delete the software coverage of the USER.
OBLIGATIONS OF THE USER
10. The USER must perform payments in accordance with the provisions of the Agreement;
11. The USER shall have no right to use the Subject of the Agreement for purposes that are not mentioned in the Agreement;
12. The USER shall be liable for losses caused to the OWNER as a result of proven malicious act or gross negligence of the OWNER or its authorised persons.
13. The USER undertakes to ensure the upkeep of the Subject of the Agreement according to the requirements of the effective laws and regulations of the Republic of Latvia, and the USER shall independently be liable in front of third parties for the losses caused as a result of the requirements mentioned in this Item of the Agreement, if they have arisen due to the fault of the USER.
14. In the case of termination of the Agreement, the USER shall liberate the Subject of the Agreement from its OWNERship.
15. The USER guarantees the compatibility of the software coverage of the USER installed at the Subject of the Agreement with the computing resources infrastructure of the OWNER, complying with the requirements of the effective laws and regulations of the Republic of Latvia and stipulated national standards of the Republic of Latvia. In the case if the software coverage of the USER installed at the Subject of the Agreement creates disturbances to the computing resources infrastructure of the OWNER, the USER shall be obligated to perform all actions without delay to eliminate such disturbances.
16. The USER shall be liable for observance of the laws and regulations, regulations and resolutions of municipalities, requirements of the state Fire Safety Supervision and other competent authorities, sanitation, safety methods and nature protection requirements.
PROCEDURE OF ACCOUNT-SETTLEMENT
17. For use of the Subject of Agreement the USER shall pay according to the pricelist of Appendix 1. The invoice comprises also the compensations for previous payment periods for deviations from the accessibility of the computing resources set forth in the Agreement. The compensation amount shall be calculated by the formula “compensation = charge – (inaccessibility expressed in percentage* charge)”. The compensation cannot exceed the full charge of the relevant payment period.
18. Payment of the charge of use provided for in the Agreement must be started from the date of installation specified in the Acceptance-Transfer Statement.
19. Before the beginning of each calendar month the OWNER shall submit to the USER the original of the invoice of the charge of use for payment according to the Law of the Republic of Latvia “On the Value-Added Tax”, but at the latest on the 15th date of the month preceding the month to be paid for.
20. The charge of use for the month to be paid for shall be paid after reception of the original invoice submitted by the OWNER till the payment date indicated in the invoice.
21. In the case if during the validity of the Agreement according to relevant amendments in the effective laws and regulations of the Republic of Latvia instead of the national currency of the Republic of Latvia – lat (LVL) - as the sole lawful means of payment euro (EUR) is established, the charge of use stipulated in the Agreement automatically, i.e., without a special additional arrangement of the parties shall be paid in euro (EUR) according to the official exchange rate of lat (LVL) versus euro (EUR) stipulated by the Bank of Latvia or another institution authorised for this purpose by the effective laws and regulations of the Republic of Latvia.
22. The amount of the charge of use shall be unilaterally revised by the OWNER once in the calendar year according to the official changes of consumer price index in the Republic of Latvia. The OWNER shall have the right to unilaterally revise the amount of the charge of use also then when the state or municipality establishes new taxes, duties or other payments directly applicable to the PROPERTY. At the request of the USER the OWNER shall submit an elaborate calculation of the charge of use.
23. The OWNER or its authorised person shall inform the USER in writing at the latest one month in advance. The revised charge of use shall enter into force on the date stipulated of the OWNER and the written notification shall become an integral part of this Agreement.
PERIOD OF OPERATION OF THE AGREEMENT AND OTHER PROVISIONS
24. The Agreement shall enter into force after mutual signature of the Acceptance-Transfer Statement and shall be in force for the next 12 months, unless it is terminated by the procedure stipulated in the Agreement before the end of the term stated in this Article.
25. If the Parties 20 (twenty) days before the expiry of the operation term of this Agreement have not agreed in writing about termination of this Agreement or either of the Parties has not submitted proposals on amendments of provisions of this Agreement, then the operation term of the Agreement shall be deemed to be prolonged for each next year with the same provisions.
26. After expiry of the term of the Agreement or if the Agreement is terminated prematurely the USER shall make free the computing resources infrastructure within 15 (fifteen) days and transfer it to the OWNER, preparing a written statement and paying the service charge for the time till the day of signature of the Acceptance-Transfer Statement. The contractual relationship shall be deemed to be finalised when the parties have executed all mutual obligations and between them all payments stipulated in this Agreement have been settled in full.
27. The OWNER shall have the right by a unilateral notice to terminate the Agreement prematurely, if the USER delays the term of paying of the payments stipulated in the Agreement for 30 (thirty) days and more. Either Party shall have the right to unilaterally rescind the Agreement by giving a written notification to the other Party at least 20 (twenty) days in advance.
28. The Agreement can be amended or supplemented by arrangement between the Parties in writing about this, and the amendments or supplements to the Agreement shall enter into force if the written arrangement has been signed by both Parties or persons authorised by them.
29. The OWNER shall have the right to demand the cancellation of the Agreement prior to the term in such cases:
29.1. the USER has delayed the payment term of the charge of use;
29.2. for the OWNER an unforeseen necessity arises to use the Subject of the Agreement for itself;
29.3. the USER systematically damages or spoils the Subject of the Agreement;
29.4. the USER does not comply with provisions of Articles 13 and 15;
29.5. the Subject of the Agreement necessitates urgent and so large corrections that it is not possible for the Agreement to remain in force;
29.6. the USER by a court ruling has been declared to be insolvent.
30. Content of the Agreement as well as the information exchanged by the Parties during the execution of the Agreement shall be a commercial secret, and the Parties shall not disclose it to third parties, except for the cases stipulated in the effective laws and regulations of the Republic of Latvia.
31. The obligations stipulated in the Agreement shall pass to the assignees of the Parties’ obligations and shall be binding unto them.
32. Any dispute, controversy or claim, which results from this Agreement, which affects it or its violation, termination or invalidity shall be ultimately solved by the procedure stipulated in the effective legislation of the Republic of Latvia.
33. In the case if any provision of this Agreement comes into contradiction to the requirements of the effective laws and regulations of the Republic of Latvia due to amendments in the effective laws and regulations of the Republic of Latvia, the Parties shall be obligated without delay to make relevant amendments or supplements to the Agreement so that to eliminate contradictions between the Agreement’s provisions and the effective laws and regulations of the Republic of Latvia. Till the moment of entry into force of the relevant amendments or supplements of the Agreement, the Parties while executing the obligations of the Agreement shall not those articles of the Agreement that are in contradiction to the requirements of the effective laws and regulations of the Republic of Latvia, but shall act pursuant to the requirements of the effective laws and regulations of the Republic of Latvia.
34. The Agreement attests the agreement between the Parties in full, thus annulling all arrangements, whether written or verbal, which have existed between the Parties till the conclusion of the Agreement, if they in any manner whatsoever apply to the Subject of the Agreement. Proposals expressed during preparation of the Agreement that have not been fixed into this Agreement shall not be deemed to be provisions of the Agreement.
35. In order to ensure a proper execution of the obligations stipulated in the Agreement, the Parties shall be obligated within 10 days to notify each other in writing about the change of its address or other legal details. The Party which does not fulfil this duty shall be liable for all losses that arise for it or the other Party in this respect.
36. The Agreement is drawn up and signed on 4 (four) pages in 2 (two) counterparts. All counterparts of the Agreement shall have an equal legal force. Either of the Parties shall receive one counterpart of the Agreement.
37. In cases of technical problems as well as in other issues that concern the execution of the Agreement:
37.1. on the part of the OWNER
37.1.1. the contact person Edgars Bušs,
37.1.2. the contact phone+ 371 26335629.
37.2. on the part of the USER
37.2.1 the contact person xxxxxxx
37.2.2. the contact phone +371 xxxxx
LEGAL DETAILS OF THE PARTIES
Unified Registr. No. 50103250361
VAT Payer No. LV50103250361
Legal and mail address:
Kuģu Street 3, Jūrmala, LV-2010
JSC Swedbank HABALV22
Account No. LV 44 HABA 0551 0263 1018 4
/_________________/ E. Bušs
Appendix 1.1 to the Agreement of Lease of Computing Resources No. vm-xxxxxx
Riga, xxx xxxxx 2010
The installed software of the USER:
Granted settings of the internet network:
Initial root/ administrator password:
The invoice shall be dispatched in the PDF format to the e-mail address: firstname.lastname@example.org, the original invoice shall be sent by mail at the request of the USER, upon stipulating the additional charge 0.50 LVL. The USER for the use of the Subject of the Agreement shall pay xxx.xxxx LVL + VAT in a month.
/_________________/ E. Bušs
Appendix 2 to the Agreement of Lease of Computing Resources No. vn-xxxx
ACCEPTANCE – TRANSFER STATEMENT
(concerning the first-time installation of the software coverage of the USER)
Riga, xxx xxx 2010
Hereby the Parties confirm that the OWNER has installed the first-time software coverage of the USER in accordance with the concluded Agreement.
The representative of the USER confirms that the first-time installed software coverage of the USER complies with the requirements of the USER and no claims are made against the OWNER.
The service has been put in place on xxxxx 2010.
The Statement is drawn up and signed in two counterparts, per 1 counterpart to each Party.
The Work was transferred by:
/________________/ E. Bušs
The Work was accepted by:
/_________________/ E. Bušs