Agreement for software delivery and provision of software use rights

concluded in the accordance with the Section 1746 para. 2 and Section 2358 and following of the Act no. 89/2012 Coll., as amended (hereinafter the „Act“) in its current version 
(hereinafter the „Agreement “)

Orderer:
NAME:	CZECH TECHNICAL UNIVERSITY IN PRAGUE 
Czech Institute of Informatics, Robotics and Cybernetics	
REGISTERED SEAT:	Jugoslávských partyzánů 1580/3, 160 00, Prague 6	
REPRESENTED BY:		
COMPANY ID:	68407700	
Hereinafter the „orderer“
SUPPLIER:
NAME:	Ingenieurbüro für Fertigungssimulation Dr. Martin Herrmann	
REGISTERED SEAT:	Uhlbergstrasse 10, D ‐ 70771 Leinfelden‐Echterdingen	
REPRESENTED BY:		
COMPANY ID:	VAT-ID: DE282 690 964	
BANK ACCOUNT NO.:		
REGISTERED IN THE COMMERCIAL REGISTER:	N/A	
Hereinafter the „supplier“
Both jointly as the „Parties“ or each individually as the „Party“
Article 1
Preamble
1.	The supplier hereby declares that as of the signing day it is the exclusive distributor of the CUTPRO software for the Czech Republic and he is authorized to fulfil this software Agreement, provide technical support, maintenance and update for the software. 
2.	This Agreement is a small-scale public procurement contract called „CTU-CIIRC: SW for machine interaction and processes interaction“.
3.	The Parties acknowledge that performance under this Agreement is executed within the framework of the RICAIP (Research and Innovation Centre on Advanced Industrial Production) project belonging to the Operational Programme Research, Development and Education provided by the Ministry of Education, Youth and Sports of the Czech Republic.
Article 2
Subject Matter
1.	Subject of this Agreement is the software supply as well as the provision of non-exclusive, unlimited licence for the orderer for usage of the software:
a)	1 licence for CUTPRO Combination System - CCS2 including Modules for Milling, Modal Analysis, Data Acquisition and Tap Testing Modules,
b)	1 licence for Cutpro Boring/Turning Module and
c)	1 licence for Cutpro Drilling Module 
(hereinafter jointly as „SW“) for one user (Single User Licence) as well as technical support, maintenance and SW updates for the period of 1 year after the supply of the newest SW Modules versions. Further specification of the SW is the subject of Annex A to this Agreement – the supplier’s offer no. A21‐2172.
2.	Licence for the aforementioned software is being provided in accordance with the conditions and obligations stipulated by this Agreement. The supplier is obliged to supply all the necessary documentation which commonly forms a part of the fulfilment.
3.	The Agreement will be considered fulfilled at the moment of SW and licence key handover to the orderer.
Article 3
Price
1.	The full price of this Agreement, i.e. for the supply of SW and all the additional fulfilment to the orderer in accordance with this Agreement is:
	Price:	Price in words:	
Full price in EUR excluding VAT:	21.982,70	Twenty-one thousand and nine hundred eighty-two euros and seventy cents	
2.	VAT will be added onto the price according to the applicable law.
3.	The full price is payable upon receiving an invoice. Such invoice may be signed only after the signing of the handover or acceptance protocol.
4.	The undertakes to include in the invoice the designation of the project under which the Agreement is paid, namely:
RICAIP – Research and Innovation Centre on Advanced Industrial Production 
Reg. No.: CZ.02.1.01/0.0/0.0/17_043/0010085  VVV-37280/533/5331901Z000/1ND
If the whole information does not fit in the invoice, the project registration number without the title of the grant project is sufficient. 
5.	The proper invoice is payable 30 days from the day it was delivered to the orderer. Proper invoice must be in accordance with the applicable law. The orderer may return the invoice during the 30-day maturity period, should it contain:
a)	incorrect or incomplete price information, 
b)	incorrect or incomplete requirements according to legal regulations. 
	In situations under letters a) and b) of this paragraph, the orderer is obliged to return the tax document (invoice) stating the reason for its return. At this moment, the maturity period is cancelled and the new maturity period shall start to run upon delivery of a new or corrected tax document (invoice). If the orderer returns the tax document (invoice) even though it was duly issued and meets the prescribed requirements, the maturity period shall not be suspended and the orderer shall be in default if it fails to pay the tax document (invoice) by the original maturity date.
Article 4
Time and place of the fulfilment
1.	Supplier will fulfil the Agreement in 60 days after the effective day of the Agreement.
2.	The place of fulfilment is ČVUT – CIIRC, Jugoslávských partyzánů 3, 160 00 Prague 6 – Dejvice, building B, room CIIRC B-135.
Article 5
Technical support, upkeep and updates
1.	The supplier agrees to provide technical support, maintenance and SW updates for the period of 1 year after the supply of the newest SW Modules versions. Technical support is understood mainly as the provision of software repair codes (hot-fix and patch) or different software components of the application software and all the basic software necessary handling of the errors and ensuring of the service availability. Maintenance and updates are mainly understood as the supply and provision of all the updates and upgrades made available by the developer or newer versions of the supplied software as well as technical support and maintenance of the SW in accordance with the licence terms of the supplier, that are standardly made part of the licence policy provided with this SW.
2.	Any error notification shall be made in written form, expressly also by electronic mail, even without an electronic signature, such notification shall contain the error description, this notification may also be done verbally (including notification via a telephone). The supplier is obliged to remedy such errors in 30 days from the notification.
3.	The prediction errors which originate from the theoretical approximations in the models and the uncertainties in the user entered material properties, tool geometry, machine dynamics, measurements are excluded from the definition of error.
4.	Work expenses, material expenses or any other expenses of the supplier that arose in connection with the provision of technical support, maintenance or SW updates in the period stipulated in para. 1 are to be paid solely by the supplier.
Article 6
Sanctions for delay
1.	Should the supplier be in delay with the fulfilment of Agreement as stipulated in the Article 4 para. 1 of this Agreement, the orderer is entitled to a contractual fine of 0,1% of the full price of the Agreement per each new day of the delay. This has no effect on the orderer’s entitlement to damages exceeding the contractual fines. 
2.	Should the orderer be in delay with payment of the full price of the Agreement, as stipulated in the Article 3 of this Agreement, the supplier is entitled to a contractual fine of 0,1% of the full price of the Agreement per each new day of the delay.
3.	Should the supplier be in delay with errors remedy as stipulated in the Article 5 para. 2 of this Agreement, the orderer is entitled to a contractual fine of 0,1% of the full price of the Agreement per each new day of the delay. This has no effect on the orderer’s entitlement to damages exceeding the contractual fines. 
Article 7
Final provisions
1.	The supplier is, pursuant to Section 2e of Act No. 320/2001 Coll., on financial control in public administration and on the amendment to some acts, as amended, a person obliged to cooperate during performance of financial control.
2.	The supplier undertakes to duly keep the original copy of the Agreement including its amendments and annexes, if any, as well as all original copies of accounting documents at least until the end of 2033. The supplier shall ensure fulfilment of this obligation also by the subcontractors who participate in the execution of this Agreement.
3.	In matters not expressly regulated by this Agreement, the contractual relationship established by the Agreement shall be governed by the Civil Code, especially by the relevant provisions concerning licence Agreements, and by other legal regulations of the Czech Republic.
4.	The Parties undertake to resolve any and all disputes arising from this Agreement amicably in the first place.
5.	The Parties have agreed, pursuant to Section 89a of Act No. 99/1963 Coll., the Code of Civil Procedure, as amended, that in the event of a dispute that cannot be resolved pursuant to Paragraph 4 of this Article, the competent court shall be exclusively the District Court for Prague 6.
6.	In the event of discrepancy between a provision of the Agreement and a provision of any of its annexes, the Agreement shall prevail.
7.	This Agreement shall come into force and take effect once it is signed by the authorized representatives of both Parties. The Parties have expressly agreed that this Agreement shall take effect only after publication of the Agreement pursuant to Act No. 340/2015 Coll., on the Register of Agreements, as amended, unless a later date is specified (suspensive condition of effect by law). Publication shall be arranged by the orderer. The Parties agree to this publication; for the purposes of publication, they do not consider anything in the Agreement or in the metadata relating to the Agreement to be excluded from publication. Should the Agreement be performed before its effective date, such performance shall be considered as an advance for the purposes of the Agreement.
8.	An integral part of the Agreement forms:
Annex A – supplier’s offer no. A21‐2172.

On behalf of the orderer							On behalf of the supplier

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