Procurement documents


FRAMEWORK AGREEMENT DRAFT

……………… No. 2-2/26/………………

Estonian Centre for Defence Investments (registry code 70009764, address Järve 34a, 11314 Tallinn),
Estonian Defence Forces (registry code 70008641, address Juhkentali 58, 15007 Tallinn, Estonia),
Defence Resources Agency (registry code 70007647, address Aiandi 15, 12918 Tallinn, Estonia),
represented on the basis of clause 6.3 of Directive No. 77 of the Director of the Estonian Centre for Defence Investment of 7 December 2020, by _____________, Head of Procurement Department (hereinafter ‘Contracting Authority’),

and

Escal Institute of Advanced Technologies (SANS Institute) (registry code 2526777, address 1200 Rockville Pike, Suite 200, North Bethesda, MD 20852, USA), represented on the basis of ____________ by _______ (hereinafter ‘Contractor’),

referred to individually as a Party and collectively as Parties,

have entered into the following Framework Agreement (hereinafter ‘Agreement’):

1. Basis and object of the Agreement

1.1. The Agreement is concluded based on procurement documents of the public procurement “Tehniliste küberturbe koolituste korraldamine (Cybersecurity training)” (reference number 306192) (hereinafter ‘Public Procurement’) and the tender submitted by the Contractor in this Public Procurement.
1.2. Under the Agreement, objects of the contract will be purchased within the framework of mandatory or voluntary central purchasing activities, which means that the Framework Agreement concluded by the Estonian Centre for Defence Investment as the central Contracting Authority may be used by other contracting entities using the central purchasing service of the Estonian Centre for Defence Investment in accordance with subsection 30 (2) of the Public Procurement Act.
1.3. The Contracting Authority has entered into the Agreement with the Contractor based on the Contractor’s tender, the Contractor’s representations and declarations contained in the Agreement, and assuming in good faith the Contractor’s professionalism and ability to execute the Agreement according to the requirements. When using subcontractors, the Contractor shall remain responsible before the Contracting Authority for the proper execution of the Agreement.
1.4. The Contractor represents and warrants that:

1.4.1. they and their representative have all the rights and authorisations for the conclusion of the Agreement;
1.4.2. they have read the Agreement and the supporting documents of the Public Procurement and fully understand the content and consequences of the undertaken obligations, and agree to the terms and conditions set out therein;
1.4.3. the performance of the Agreement does not damage the rights of third parties and there are no circumstances that would exclude their right to conclude the Agreement and duly perform it;
1.4.4. they have all the permits, registrations, representation rights, and certificates required for the performance of the Agreement and they shall keep such permits and registrations up to date during the validity of the Agreement. If renewal of the permits, registrations, representation rights, and certificates is not possible due to circumstances not depending on the Contractor, they shall immediately notify the Contracting Authority thereof;
1.4.5. there are no third-party claims or other rights that third parties could enforce in relation to the Service to be provided to the Contracting Authority;
1.4.6. the Contractor, the Service offered, and the related goods are not the subject of international sanctions and do not originate in a sanctioned territory within the meaning of the International Sanctions Act.

1.5. The object of the Agreement is Cybersecurity training (hereinafter ‘Service’).
1.6. Under the Agreement and the terms and conditions set out therein, the Contractor undertakes to provide the Service to the Contracting Authority, and the Contracting Authority undertakes to accept the Service and pay the Contractor the contract price for the Service in money. The provisions of the Law of Obligations Act governing service contracts shall apply to the Service to the extent that the relevant matters are not regulated in the Agreement and are not incompatible with the nature of the Service.
1.7. The conditions and cost of the provision of the Service and the contact person of the Contracting Authority shall, if possible, be specified in public contracts. Required terms and conditions not known at that time shall be transmitted by email during the performance of the public contract.
1.8. The Service shall conform, first and foremost, to the supporting documents of the Public Procurement and then to the tender submitted by the Contractor. The Service provided shall conform to the terms and conditions of the Agreement. All documents and packaging accompanying the Service shall also conform to the terms and conditions of the Agreement.
1.9. The hierarchy of documents shall be as follows: the technical specification of the public procurement, including any special conditions set out in the invitation to submit a tender; the Framework Agreement, including any special conditions set out in the procurement contract; and finally the tender submitted by the Contractor. The terms and conditions set out in the Framework Agreement shall apply to the procurement contracts unless otherwise provided in the procurement contracts. The Contractor’s standard terms and conditions governing the provision of the Service shall apply only to the extent that they do not conflict with the terms and conditions of this Agreement.

2. Parts of the Agreement

The integral parts of the Agreement are the supporting documents of the Public Procurement, the Contractor’s tender and its annexes, the explanations given during the procurement procedure, the letters of confirmation, the invitations to tender and the tenders submitted under the Agreement, the public contracts awarded under the Agreement, the notices communicated between the Parties, and any future amendments to the Agreement or a public contract. If a public contract is not concluded, orders, order forms, purchase orders, etc., which involve a financial commitment are also considered as public contracts.

3. Awarding of Public Contracts

3.1. Public contracts under the Agreement shall be awarded on the basis of the needs of the Contracting Authority for a single order (hereinafter ‘single purchase’). The Agreement without a public contract shall not bind the Contracting Authority to order the Service from the Contractor.
3.2. The Service shall be ordered according to the following procedure:

3.2.1. The Contracting Authority submits an invitation to tender to the Contractor.
3.2.2. The Contractor submits a tender, indicating the cost of the Service after receiving the invitation to tender from the Contracting Authority.
3.2.3. The Contracting Authority accepts the tender by awarding a public contract or rejects the tender.

3.3. The Contracting Authority is entitled to order the service through the Contractor’s electronic ordering system.
3.4. The Contracting Authority has the right to order from the Contractor other Services that meet the requirements of the technical specifications (Service with the same purpose). Such Services shall be ordered by submitting invitations to tender where the Contracting Authority informs the Contractor of the particular technical specifications and the conditions for pricing the Services.

4. Rights and obligations of the Contracting Authority

4.1. The Contracting Authority has the right to verify the fulfilment of the obligations arising from the Agreement and inspect the documents relating to the ordering of the Services, and to request, at any time, information on the performance of the Agreement.
4.2. The Contracting Authority has the right to verify the correctness and accuracy of the invoices, calculations, and other expenses submitted by the Contractor. If necessary, the Contracting Authority has the right to request to see invoices from subcontractors.
4.3. The Contracting Authority has the right to consult the Contractor on matters relating to the Service, such as matters relating to the provision of the Service.
4.4. The Contracting Authority has the right to demand immediate elimination of any and all deficiencies in the Service.
4.5. The Contracting Authority has the right to claim compensation for damages caused by the Contractor.
4.6. The Contracting Authority reserves the right to order the Service outside of the Agreement if: the Contractor does not submit a tender; the tender submitted by the Contractor does not meet the requirements; the Contractor is unable to perform a public contract or has withdrawn from the Agreement or a public contract; the price of the Service offered is unreasonably high compared to the average market price and is financially unreasonable for the Contracting Authority.
4.7. The Contracting Authority undertakes to pay the Contractor for the Service provided in conformity with the Agreement based on the terms and conditions of the Agreement.
4.8. The Contracting Authority undertakes to respond within a reasonable time to any request made by the Contractor for clarification of the instructions.
4.9. The Contracting Authority undertakes to inform the Contractor, as soon as possible, of any problems related to the performance of a public contract.

5. Rights and obligations of the Contractor

5.1. The Contractor undertakes to submit, at the request of the Contracting Authority and for a specified period, a summary statement of the Service ordered from the Contractor (including the date of the award of the public contract or the purchase order, the name and value of the Service (excluding VAT), the total value of the public contracts/purchase orders (excluding VAT), etc.) in MS Excel or any other format approved by the Contracting Authority within 10 (ten) days after receipt of a respective request, unless otherwise agreed by the Parties.
5.2. At the request of the Contracting Authority, the Contractor undertakes to provide information (volume and purpose) on subcontractors. If the Contractor has provided such information before the entry into the Agreement, the Contractor shall obtain the prior approval of the Contracting Authority for any replacement of the aforementioned persons.
5.3. The Contractor undertakes to immediately inform the Contracting Authority of any circumstances preventing the performance of the Agreement.
5.4. The Contractor undertakes to notify the Contracting Authority immediately of any cyber-attack or cyber-incident against the Contractor and to provide the Contracting Authority, upon request, with a cyber-incident report.
5.5. The Contractor undertakes to perform the Agreement in compliance with the conditions of fair trade and environmentally sustainable principles, and not to use slave or child labour.
5.6. The Contractor undertakes to notify the Contracting Authority immediately if they are unable to provide the Service within the agreed term.
5.7. The Contractor undertakes to provide the Service in a timely and proper manner, in the duly agreed upon volume and frequencies, in accordance with the terms and conditions laid down in the Agreement and in the course of submission of a purchase order, and with the requirements, norms, and standards applied in the best practices.
5.8. The Contractor is entitled to receive the agreed remuneration for the Service provided in conformity with the Agreement under the terms and conditions set out in the Agreement.
5.9. The Contractor has the right to obtain instructions, explanations or other information affecting the performance of the Agreement from the Contracting Authority.
5.10. The Contractor has the right to make proposals for better organisation of the operations related to the provision of the Service.
5.11. The Contractor has the right to offer the Contracting Authority the service on more favourable terms, for example by enabling the Contracting Authority to use discount codes when placing orders for the Service.

6. Agreement value and payment terms

6.1. The expected maximum total value of the Framework Agreement in the Public Procurement is EUR 800,000, plus VAT where provided for by law.
6.2. In the case of single purchases, real prices shall be based on invitations to tender. The prices offered for a long-term contract shall be fixed for the term of the long-term contract. The aforementioned prices shall not exceed the maximum prices referred to in clause 7.2 or the maximum prices adjusted according to clause 7.3. In the event that the unit prices fixed in the Agreement are adjusted in accordance with clause 7.3, this shall not affect any prices fixed under an existing long-term contract.
6.3. The unit prices for the Service shall include all expenses necessary for the performance of the Agreement, including the operations listed in the technical specifications. Payments for the Service shall correspond to the Service as ordered and actually provided based on the respective Delivery-Acceptance Act signed by both Parties.
6.4. One e-invoice shall be issued per Service provided, unless otherwise agreed.
6.5. The Contractor shall issue the invoice as an e-invoice (in machine-readable XML format). If a Contractor registered outside the Republic of Estonia is not able to issue an e-invoice for technical reasons, they shall send the invoice in PDF format to the email address specified in the Agreement, unless otherwise agreed in the public contract.
6.6. The Contractor shall issue the invoice with the following information:

6.6.1. Payer details (person paying the invoice):

Estonian Centre for Defence Investment (registry code 70009764, address Järve 34a, 11314 Tallinn);
Estonian Defence Forces (registry code 70008641, address Juhkentali 58, 15007 Tallinn);
Defence Resources Agency (registry code 70007647, address Aiandi tn 15, 12918 Tallinn);

6.6.2. Other information to be included in the invoice:

name of the Contracting Authority’s contact person (to be specified in the public contract);
number of the Framework Agreement;
number of the public contract (purchase order);
reference number of the Public Procurement;
type of Service and period of provision;
15-digit reference number of the part of the Agreement (if any) from the Public Procurement Register; it can be found in the Public Procurement Register under the details of the Agreement with the Contractor in the Public Procurement.

6.6.3. Contractor’s bank details:

Recipient’s bank: ………………….
Recipient’s bank account number: IBAN …………………
SWIFT …………………………..

6.7. The Contracting Authority shall pay for the Service received, and conforming to the terms and conditions of the Agreement, within 28 (twenty-eight) days after receipt of the invoice which conforms to the terms and conditions of the Agreement. The invoice shall be based on a Delivery-Acceptance Act statement signed by the Parties.
6.8. The Contracting Authority shall not accept an invoice that does not conform to the terms and conditions of the Agreement. In this case, the Contractor shall issue a new invoice within seven (7) days. The payment is deemed to have been made once the Contracting Authority’s bank receives the payment order.
6.9. Before making a payment for an invoice with a value of EUR 10,000 or more (inclusive of VAT), the Contracting Authority shall verify, on the website of the Estonian Tax and Customs Board, that the Contractor does not have any tax arrears. In the event of tax arrears amounting to at least EUR 10,000, the Contracting Authority shall inform the Estonian Tax and Customs Board about the outstanding invoice.

7. Force majeure

7.1. Breaching of an obligation under the Agreement shall be excusable when a Party has breached obligations due to force majeure. The Parties consider force majeure to be circumstances which are beyond the control of the Party who breached the obligation and which, at the time the Agreement was concluded, the Party could not reasonably have been expected to take into account or avoid or overcome the impediment or the consequences thereof, such as natural disasters, general power outages, wars and blockade. An inability of a third-party contractual partner of the Contractor to perform a contract shall not be considered as force majeure by the Parties.
7.2. If any circumstance meeting the conditions of force majeure resulted in the non-performance of the Agreement within the term prescribed in the Agreement or the annexes thereto and its effect is temporary, the conduct of the Party that breached the obligation arising from the Agreement will only be excused for the period when force majeure hindered the performance of the obligation.
7.3. In the event of force majeure, the time limit for the performance of a contractual obligation shall be postponed in accordance with the duration of the force majeure event, but for no more than 90 (ninety) days, unless otherwise agreed by the Parties. In the event of force majeure, an amendment to the public contract shall be made, if necessary, with regard to the delivery term.
7.4. The Party that is unable to perform its obligations due to force majeure shall immediately notify the other Party of the occurrence and ending of such a situation. Failure to notify or untimely notification deprives a Party of the right to rely on the excused non-performance, i.e. the occurrence of force majeure, and the Party that has breached the notification obligation shall be liable for the breach of a contractual obligation pursuant to the provisions of the Agreement.
7.5. If the effect of force majeure is permanent and does not allow the Parties to perform their contractual obligations in full or in part, the Parties have the right to terminate or withdraw from the Agreement by giving notice of termination or withdrawal to the other Party.
7.6. The effect on the performance of the obligation to provide the Service resulting from the restrictions on imports from the Russian Federation and Republic of Belarus shall not be considered by the Parties as force majeure if these circumstances existed at the time of entry into the Agreement.

8. Confidentiality and security requirements

8.1. Confidential information is understood by the Parties to include information disclosed in the course of the performance of the Agreement, personal data, security data, documents clearly identified For Official Use Only and other information the disclosure of which could harm the interests of the Contracting Authority. Confidential information does not include information the disclosure of which is required by legislation, provided that such disclosure is effected in the most restrictive manner from among the available options.
8.2. Under the confidentiality clause, a Party undertakes not to disclose confidential information of the other Party during or after the term of the Agreement without the other Party’s written consent. A Party shall protect the confidentiality of the information disclosed to them in the course of the performance of the Agreement.
8.3. The Contractor undertakes to refrain from using any documents or information related to the Agreement without the written consent of the Contracting Authority, except in cases that are necessary for the performance of the Agreement. All documents other than the Agreement and annexes thereto are the property of the Contracting Authority and, if the Contracting Authority so requires, the Contractor shall return these documents to the Contracting Authority after expiry of the Agreement.
8.4. Disclosure to third parties of any information marked For Official Use Only shall be prohibited.
8.5. The confidentiality requirement shall be indefinite.



9. Intellectual property rights

9.1. “Intellectual Property Rights” means any and all rights to the results of creative work throughout the world, whether existing now or arising in the future and whether registered or unregistered, including copyright, related rights, database rights and industrial property rights.
9.2. If the Service (including the relevant documentation) is protected by copyright in respect of all economic and moral rights, the Contractor shall grant the Contracting Authority, within the meaning of the Copyright Act, a worldwide irrevocable non-exclusive licence, with the right to grant sublicences, valid until the expiry of the copyright. The licence shall be deemed granted upon delivery of the relevant documentation, for which no separate fee shall be paid (the copyright fee is included in the contract price).
9.3. If the Service (including the relevant documentation) is protected by related rights or industrial property rights, the Contractor shall grant the Contracting Authority the rights necessary for full use of the Service.
9.4. In the cases set out in this Chapter, the Agreement shall also be deemed to constitute an author agreement. The terms and conditions for the transfer and use of Intellectual Property Rights may be agreed otherwise in the procurement contract.

10. Liability

10.1. The Parties shall be liable to each other in the event of improper performance or non-performance of their obligations under the Agreement in accordance with the provisions of the Agreement and applicable legislation.
10.2. The Contractor shall be liable for non-conformity of the Service with the terms and conditions of the Agreement (deficiencies) if the non-conformity is discovered after the Service has been provided (i.e. the deficiencies could not have been discovered during normal inspection, so-called latent deficiencies).
10.3. In the event of improper performance of the Agreement by the Contractor, the Contracting Authority, after becoming aware of the breach of obligation, has the right to refuse to accept the Service provided and to not pay the purchase price, while raising a claim against the Contractor for the performance of the obligation in the manner provided for in the Agreement, granting the Contractor a reasonable term for the performance of the Agreement. The Contractor shall be considered to have been delayed the provision of the Service until the proper Service has been provided to the Contracting Authority.
10.4. The Service does not conform to the terms and conditions of the Agreement if, without limitation, the Service was not provided at the expected quality level, the Service does not have the agreed properties, the Service is not provided within the agreed term or in the agreed volume or with the specified frequency, the Contractor does not submit required documents related to the provision of the Service or fails to provide the Contracting Authority with information on the performance of the Agreement.
10.5. The Contracting Authority shall notify the Contractor, at least by email, of the non-conformity of the Service with the terms and conditions of the Agreement within 30 (thirty) days of the Contracting Authority or the Contracting Authority’s authorised person becoming aware of the Service not conforming to the terms and conditions of the Agreement. In the notification, the Contracting Authority shall request that the Contractor perform the obligation by also giving a reasonable term to the Contractor for proper performance of the Agreement, which generally cannot be longer than 60 (sixty) days.
10.6. If the Contracting Authority, after learning about the deficiencies in the Service, does not inform the Contractor of the deficiencies within the term established in the Agreement, the Contractor shall be released from the liability for any deficiencies in the Service, unless the failure to report the deficiencies was reasonably justifiable.
10.7. If the Service provided does not conform to the terms and conditions of the Agreement, the Contracting Authority has the right to require the Contractor to provide the Service for a second time, in conformity with the terms and conditions of the Agreement.
10.8. In the event that the Service does not conform to the terms and conditions of the Agreement and the Contracting Authority agrees to accept the Service with deficiencies, the Contracting Authority has the right to reduce the price of such a Service in proportion to the deficiencies by submitting a notice to that effect to the Contractor.
10.9. If the Service is not provided on time, the Contracting Authority shall have the right to charge the Contractor a contractual penalty of up to 0.25% per day of the value of the Service not provided on time, but no more than 50% of the value of the public contract, unless otherwise provided in the public contract.
10.10. In addition to the termination of or withdrawal from the Agreement, the Parties are entitled to claim a contractual penalty, demand compensation for damage, and use other legal remedies in case of a material breach of the Agreement.
10.11. If the Contractor fails to comply with an obligation under the Agreement other than timely provision of the Service, the Contracting Authority is entitled to charge the Contractor a contractual penalty of up to 10% of the total value of the Service that is the object of the public contract.
10.12. In the event of a breach of the confidentiality obligation, a Party is entitled to claim a contractual penalty from the breaching Party of up to EUR 10,000 for each such breach.
10.13. If the Contracting Authority delays payment of an invoice, the Contractor has the right to charge the Contracting Authority a penalty for late payment, as provided for in subsection 113 (1) of the Law of Obligations Act, of up to 0.25% per day for each day of delayed payment, provided that the Contracting Authority has been notified of the delay within 30 (thirty) days of its occurrence. The total amount of the penalty for late payment shall not exceed 10% of the total amount overdue.
10.14. A contractual penalty is intended to ensure the performance of an agreed obligation, not to substitute for the performance of the obligation. The charging of a contractual penalty shall not deprive the Contracting Authority of the right to claim from the Contractor compensation for the damage caused by a breach of the Agreement.
10.15. The period for charging contractual penalties is 180 days from the discovery of the corresponding breach.
10.16. Any contractual penalties and penalties for late payment shall be paid within 28 days after the receipt of the corresponding claim, unless agreed otherwise by the Parties. The Contracting Authority has the right to deduct the amounts of contractual penalty charges and the amounts of compensations for damage claimed by the Contracting Authority from the amount payable to the Contractor.
10.17. Subject to an agreement, the Parties have the right to replace the contractual penalty (or a part thereof) with an item falling under the object of the Agreement or related assets of equivalent value. The implementation of this clause does not constitute a contractual penalty charge but a separate remedy arising from the Agreement.

11. Grounds for termination of the Agreement

11.1. Upon termination of / withdrawal from the Agreement, the Contracting Authority shall grant the Contractor a reasonable term to perform the Agreement, which generally cannot exceed 30 (thirty) days. A term granted for performance of the Agreement shall not release a Party from liability for the violation of an obligation.
11.2. The Contracting Authority is not obliged to grant a term for performance of the Agreement in the event of termination of / withdrawal from the Agreement after a material breach of the Agreement. In such a case, the Contracting Authority shall provide the Contractor with a written notice of termination of / withdrawal from the Agreement within a reasonable period of time after becoming aware of the material breach. Termination of / withdrawal from the Agreement shall be deemed to have been effected once the Contractor receives the notice of termination/withdrawal.
11.3. After the expiry of the additional term for the performance of the Agreement, the Contracting Authority may submit a written notice of termination /withdrawal to the Contractor. Termination of or withdrawal from the Agreement shall be deemed to have been effected once the Contractor receives the notice of termination/withdrawal. Submission of a termination/withdrawal notice is not required if the Contracting Authority, when granting an additional term, has made it clear in writing in advance that the Contracting Authority will terminate/withdraw from the Agreement if the contractual obligations are not performed within the term. In this case, the Agreement shall be terminated upon the expiration of the term determined by the Contracting Authority for the performance of the Agreement, provided that the Contractor has not offered proper performance to the Contracting Authority.
11.4. A Party has the right to terminate or withdraw from the Agreement without granting an additional term if the other Party has materially breached their obligations under the Agreement (material breach). Material breaches include, without limitation, cases where:

11.4.1. obligations under the Agreement are breached either intentionally or due to gross negligence;
11.4.2. the Contractor has failed to fulfil its obligations within the additional term granted by the Contracting Authority;
11.4.3. the Contractor notifies the Contracting Authority of a refusal to perform;
11.4.4. the Contractor has not commenced the performance of the Agreement within a period of time that would allow the Agreement to be performed on time;
11.4.5. false or falsified information is provided;
11.4.6. the confidentiality obligation is breached;
11.4.7. breach of an obligation gives a Party reasonable grounds to believe that the other Party will not perform the obligation in the future;
11.4.8. the Contractor commits an offence during the term of the Agreement in connection with the provision of the Service covered by the Agreement;
11.4.9. the Contractor’s permits for the performance of the Agreement expire and are not or cannot be renewed by the Contractor;
11.4.10. the Contractor has breached the terms and conditions of the Agreement, other than those referred to in sub-clauses 13.4.1–13.4.9, more than three (3) times.

11.5. The Contracting Authority has the right to extraordinary termination of the Agreement if the Contractor has been declared bankrupt or is subject to liquidation.
11.6. The Contracting Authority has the right to terminate the Agreement at any time by giving the Contractor notice at least 30 (thirty) calendar days in advance.
11.7. The Parties have the right to terminate the Agreement at any time by mutual agreement.
11.8. Upon termination, the Parties will not be obligated to perform the Agreement. Upon termination of or withdrawal from the Agreement, the Parties shall return that which has been delivered in advance with respect to the time after termination of the Agreement pursuant to the procedure established in the Law of Obligations Act.

12. Contact persons

12.1. The Contracting Authority’s contact person is the Strategic Category Manager of the relevant category, who at the moment of entry into the Agreement is Kätlin Anepaio, classification manager for support and administrative services (tel. +372 5346 7596, email [email protected]).
12.2. Purchase orders are issued by the Contracting Authority’s purchasing project manager or by persons authorised by the Contracting Authority’s contact person. Authorisations are given and withdrawn by email or using a procedure to be specified in a public contract.
12.3. The Contractor’s contact person is ____ (tel. +372 ____, email ___).
12.4. The contact persons for receiving the Service shall be specified in the public contract.
12.5. All notices without legal effect shall be sent by email and shall be addressed to the contact persons of the Agreement, unless otherwise agreed in a public contract.
12.6. A Party shall promptly notify the other Party by email of any change of contact person or other information. This notice does not constitute an amendment to the Agreement.

13. Final provisions

13.1. The Agreement shall enter into force once it is signed by the Contracting Authority.
13.2. The Agreement shall be valid for 48 (forty-eight) months from its entry into force or until the maximum value of the Framework Agreement set out in clause 7.1 is reached, whichever comes first.
13.3. The language of performance of the Agreement shall be English, unless otherwise agreed by the Parties. In case of inconsistencies in Estonian and English documents, the English version shall prevail.
13.4. In the performance of the Agreement and in the event of disputes arising from the Agreement, the legislation of the Republic of Estonia shall apply, unless otherwise agreed by the Parties.
13.5. The Parties have agreed to take all measures to solve mutual disagreements by means of negotiations. If an agreement is not reached, the dispute shall be settled in accordance with the law of the Republic of Estonia in Harju District Court, unless otherwise agreed by the Parties.
13.6. The invalidity of any provision of the Agreement shall not render the entire Agreement or other provisions of the Agreement invalid.
13.7. Neither Party has the right to transfer their contractual rights and obligations to third parties without the written consent of the other Party.
13.8. Amendments to the Agreement may be agreed on in accordance with the Public Procurement Act.
13.9. Amendments to the Agreement shall be valid if made in writing. Failure to comply with the requirement of written format shall render any amendments to the Agreement invalid. All amendments to the Agreement shall enter into force upon signing by the Parties or on the date specified by the Parties.
13.10. Notices with legal effect between the Parties shall be sent in writing or by email in a digitally signed form. A notice shall also be deemed received once it is delivered by a post office with returnable delivery notice at the address specified in the Agreement and five (5) days have passed from handing the notice over to the post office. When sending a notice by email, it shall be deemed to have been received on the next working day.
13.11. The Agreement is drawn up in two (2) copies of equal legal force and signed by hand.
13.12. If the Agreement is signed by hand, the Parties shall have the right to send the signed Agreement to the other Party for signature via email in scanned PDF format, which the other Party shall sign and send back in scanned PDF format via email. The Parties are also obliged to provide the original documents within 15 days after signing, although the Agreement will enter into force from the date of the last signature transmitted by email.

14. Annexes

14.1. Annex 1. Technical Specifications;
14.2. Annex 2. The Contractor’s tender;
14.3. Annex 3. Security requirements.


Contracting Authority Contractor

(signed digitally) (signed digitally)

_______________ __________
position position

Technical Description Annex 2
Cybersecurity Training and Certification Services
1. Scope of Services
1.1 The Contractor shall provide advanced cybersecurity training and internationally recognized certification to institutions within the administrative area of the Estonian Ministry of Defense (hereinafter: MoD), including its subordinate institutions and affiliated organizations.
1.2 The Contractor shall provide the Contracting Authority with the ability to select, purchase, and enroll in courses that are available in the Contractor’s online course catalogue or platform.
1.3 The Contractor shall provide access to certification exams, practice tests, and preparation materials, where applicable.
1.4 The Contractor shall allow flexible ordering of courses and certifications without requiring separate procurements.

2. Service Requirements
2.1 The Contractor shall provide advanced-level, specialist cybersecurity courses.
2.2 The Contractor shall maintain up-to-date course content aligned with current threat landscape.
2.3 The Contractor shall offer preparation for, and access to, globally recognized certifications where available for the specific course.
2.4 The Contractor shall provide a system delivering near real-time analytics on participant performance, including course completion, assessments, and engagement, with secure role-based access.
2.5 The Contractor shall provide Quarterly Business Reviews (QBRs) to the Contracting Authority.
2.5.1 Each QBR shall include an overview of participant progress, including the number of participants who have completed courses, those currently enrolled, and those requiring additional support.
2.5.2 Each QBR shall include benchmarking analysis comparing the performance of participants from the MoD with that of participants from comparable organizations (e.g., NATO Allied countries), where such data is available, including relevant certification metrics.
2.5.3 Each QBR shall include recommendations for future training and certification pathways, taking into account emerging cybersecurity threats and the evolving needs of the MoD.
2.6 The Contractor shall notify the Contracting Authority of:
2.6.1 any new courses that are relevant to the MoD’s training requirements and operational needs
2.6.2 any courses that are taking place in Estonia, the Baltic States, or Northern Europe.
2.7 The Contractor shall notify the Contracting Authority in advance of the expiry of any participant’s GIAC certification, providing sufficient time to enable renewal.
2.8 The Contractor shall provide a dedicated Customer Manager who will serve as the primary point of contact for the Contracting Authority for all operational support, course registration, and participant-related issues. The Customer Manager shall:
2.8.1 Ensure continuity and accountability by handling all communications directly.
2.8.2 Respond to inquiries or issues within 24 hours.
2.8.3 Escalate unresolved issues to higher-level support.
2.9 The Contractor shall review feedback from the Contracting Authority and, where feasible, provide alternative courses or recommend adjustments if a course is unsuitable, too advanced, or too basic, ensuring timely options for participants.
2.10 Upon receiving the Contracting Authority’s planned course participation schedule at the beginning of the year, the Contractor shall provide participants with optimal opportunities to complete the specified courses, including suitable dates and locations.
2.11 The Contractor shall ensure instructors hold relevant industry certifications (e.g., GIAC, CISSP, OSCP or equivalent).
2.12 The Contractor shall ensure participants have free access to all learning materials and tools required for the course. Costs for these materials shall be included in the unit price.
2.13 The Contractor shall provide all necessary equipment, except items participants must bring as indicated in the course description.
2.14 The Contractor shall provide training in English or if applicable in Estonian

3. Course Requirements and Deliverables
3.1 The training shall be conducted either in person at a location designated by the Contractor or online, as agreed between the parties.
3.2 The Contractor shall maintain accurate records of participants’ attendance and promptly notify the Contracting Authority if a participant fails to attend all required sessions.
3.3 The Contractor shall provide confirmation of attendance and completion to the Contracting Authority.
3.4 The Contractor shall provide the course agenda, learning objectives, and prerequisites to the Contracting Authority and participants in advance of the training.
3.5 The Contractor shall issue training completion certificates to participants who successfully complete the training.
3.6 The Contractor shall provide all training materials, including slides, lab guides, and any digital resources used in the course, to the participants.