PTP_EN

 

PTP_EN

I. DEFINITIONS

1. Company shall mean UAB NFQ Technologies registered in the Republic of Lithuania, legal entity code is 135867375, registration and office address is Brastos st. 15, Kaunas, Kaunas city municipality.

2. Consultation shall mean a consultation provided by the Company to the Customer regarding any of the Services provided by the Company, Projects carried out, or any other issues on which the Order has been placed by the Customer.

3. Critical Error shall mean functional of procedural non-compliance of critical system procedures or actions determined in documents to the description that appeared not because of the fault of the Customer or Third Parties in case the same described result cannot be achieved by performing other procedures or actions that do not require special preparation.

4. Customer shall mean a natural or legal person who orders Services from the Company.

5. Dedicated Team shall mean the Representatives appointed with reference to the Order of the Customer and assigned specifically to that Customer.

6. Document of Functional Requirements shall mean a document which provides functional requirements for the Project. 

7. Economic rights of the Owner of copyright shall mean the exclusive rights of an Owner of copyright provided in the Law on Copyright and Related Rights of the Republic of Lithuania; the Owner of copyright is entitled to transfer all or part of the rights to any Third Parties.

8. Error shall mean functional or procedural non-compliance of procedures or actions determined in documents to the description that appeared not because of the fault of the Customer or Third Parties in case the same described result can be achieved by performing other procedures or actions that do not require special preparation.  

9. Intellectual Property shall mean a set of rights to the results of an intellectual activity and related objects protected by laws and international treaties. 

10. Licence Agreement shall mean a written agreement by which one party (licensor) grants a right to another party (licensee) to use the license object under the terms and in the territory determined in the Licence agreement and the licensee undertakes to pay remuneration for using the object of the licence.

11. Licence shall mean a document confirming the right to the object of the license (intellectual property).

12. Order shall mean a special part of the Terms and Conditions intended for the ordering of Services provided by the Company and for the establishment of special terms of the Service provision.

13. Owner of copyright shall mean a creator of intellectual property.

14. Project shall mean a way to provide Services, which has a clear beginning and a clear ending and is directed to a unique result. 

15. Report on Service Provision shall mean a document where the Company provides a date, a detailed description of the Services provided and time spent in order to provide the Services (the form of the Report on Service Provision is Appendix No. 2).

16. Representative shall mean a Company's employee working under an employment contract, as well as a Company's consultant working under the basis of a contract with the Company.

17. Terms and Conditions shall mean the following general rules for the provision of services and the special rules for the provision of services established in the Order (as defined below) with all its annexes and amendments.

18. Service System shall mean a system developed by the Company which can be connected by a Customer by using the data given by the Company and where the Customer has the right to manage the ordered Services and their results, to claim for defects of Services, register new orders or errors, and perform other operations which are enabled by the Service System.

19. Services shall mean all services provided by the Company to Customers at any time; their list can be constantly updated, modified and changed and they are subject to these Terms and Conditions. If certain provisions of the Terms and Conditions do not apply to all Services, the Terms and Conditions shall separately provide specific types of Services to which specific provisions of the Terms and Conditions apply.

20. Tariff Services shall mean the type of Service provision where Services are provided according to the Report on Service Provision for a specific hourly rate.

21. Third Parties shall mean all natural and legal persons other than the Company and the Customer.

22. Transfer – Acceptance Act shall mean a document confirming that Services were provided properly, qualitatively and timely (the form of the Transfer - Acceptance Act is Annex No. 3).

23. Warranty Period shall mean six (6) calendar months calculated from the signing date of the Transfer - Acceptance Act unless the Transfer - Acceptance Act itself provides a different term during which the Warranty applies to the provided Services.

24. Warranty shall mean a warranty for the quality of the Services, i.e. according to the Terms and Conditions, the Company will eliminate defects (Critical errors, Errors) of Services provided during the Warranty period for free.

25. Website shall mean the Company's website available at its symbolic address www.nfq.lt.

26. Working Group shall mean a group of representatives authorised by the Company and the Customer which is responsible for the co-operation during the Service provision; its composition is recorded in the list of the Working Group which form is Annex No. 1 to the Terms and Conditions.

 

II. PURPOSE AND APPLICATION OF THE GENERAL TERMS AND CONDITONS

1. An aim of the Terms and Conditions is to describe the conditions that apply to the Company's Customers and the Company itself during the collaboration regarding the ordering of Services, provision of Services ordered from the Company to the Customer, and performance of the Order.

2. These Terms and Conditions shall apply to all Customers who have signed an Order with the Company and shall be valid until complete fulfilment of obligations under the signed Order. Terms and Conditions are provided to the Customer before the start of negotiations for signing the Order.

3. The Company shall have the right to change, amend and avoid the Terms and Conditions at its sole discretion. The new version of the Terms and Conditions is sent to the Customer's contact e-mail address. The version applicable to the signed Order shall be the version that was valid during the signing of the Order. However, if the Customer intends to order the new Services, after he received a notice via email about the fact that the new version of Terms and Conditions came into force, in case of signing the Order, the new version of Terms and Conditions is applicable for this Order. 

 

III. TYPES OF SERVICES

1. The types of Services provided by the Company are specified on the Website and can be amended, changed or avoided under the Company's decision by announcing the changes on the Website. The amendments shall enter into force on the date of their publication.

2. If the Service is ordered and the Order is signed, regardless of the fact that the Service is not promoted on the Website any more, the Company shall carry it out to the end as it is agreed in the Order.

3. The Company and the Customer may agree on other Services that are not indicated on the Website by signing the Order; in this case the Terms and Conditions shall apply to their full extent.

 

IV. WAYS TO ORDER SERVICES

1. Regardless of a type of services and their provision procedure, the Customer who wants to order Services provided by the Company must read the Terms and Conditions. When the Customer signs an Order, by this act he confirms, that he has read the Terms and Conditions and undertakes to comply with the obligations provided in the Terms and Conditions.

2. The Services can be ordered in the following ways:

2.1. the Customer can contact the Company or any of its Representatives by e-mail and provide information about the Services desired to purchase;

2.2. the Customer can contact the Company or any of its Representatives by phone;

2.3. a current Customer of the Company can submit an order for Services through the Service System.

3. After the reception of the Customer's request, the Company shall respond within three (3) business days. If the answer to the request is positive, the main conditions of the Order shall be agreed and the order shall be signed by both parties. In this case, the Terms and Conditions shall be considered as an integral part of the Order. If there are conditions which differ in the Terms and Conditions and the Order, the conditions provided in the Order shall apply. If the answer to the request is negative, the Order shall not be signed and the Company shall not have any obligations or liabilities to the Customer who submitted the request and therefore the Terms and Conditions shall not apply to the relationship between the parties.

 

V. PROCEDURE FOR SERVICE ORDERING, PROVISION AND TRANSFER

1. The Services may be provided in the following ways (ways of the Service provision):

1.1. as a Project;

1.2. as a Dedicated Team;

1.3. as Tariff Services;

1.4. as a Licence.

2. Project:

2.1. The Customer ordering Services provided as the Project shall submit a technical task (description of the ordered Project) to the Company for a preliminary assessment. If there is no possibility to determine all functional requirements during the preliminary assessment in order to provide appropriate Services, the Company shall propose to prepare the Document of Functional Requirements and, after the parties agree on it, the Project Order shall be submitted. In order to prepare the Document of Functional Requirements, the Parties shall sign a Consultation Order.

2.2. During the implementation of the Project, the Company shall have the right to act independently, to make decisions regarding the course of the Project and the change of the terms, provided that the final agreed term will not change and the result will be obtained according to the Document of Functional Requirements and/or the Order.

2.3. The Working Group shall be organised for the implementation of the Project during the signing of the Order or 3 (three) business days after the signing of the Order has been completed. Members of the Working Group may be changed by a written agreement, signing a new Annex No. 1. Each party shall appoint a leader for the Working Group; the leaders are responsible for rendering suggestions, comments, requirements or notification to the other party. The Working Group's leader shall have the right to approve and sign orders for additional services, transfer - acceptance acts and other documents required by the Terms and Conditions on behalf of the party; such approval or signature of the leader of the working group is obligatory to an appropriate party.

2.4. People delegated to the Working Group by the Customer shall be responsible for proper and timely submission of all information, documents and material to the Company. The Company shall have no obligation to check the information, documents and material provided, however it shall have the right to require for supplementation or clarification of the information, documents, and material.

2.5. All meetings of the Working Group have to be recorded. The minutes shall be taken by a person appointed by the Working Group and sent to the Working Group no later than after 1 (one) business day.

2.6. On the Customer's request, the Company has to submit an interim report on the progress of the Project no later than within 14 (fourteen) calendar days.

2.7. During the entire validity period of the Order, the Customer must ensure a possibility to the Company to use all Customer's information, documents, material, working tools, and intellectual property in order to properly implement the Project. For this purpose, if necessary, the Customer has to provide the Company's Representatives with the possibility to provide a part of the services of the Project in the Customer's office or in other premises belonging to the Customer.

2.8. The Customer must specify the Company as a creator (Owner of copyright) of the Project result in a publicly used Project result by placing the text "Solution: NFQ” or “E-Solution: NFQ” and making a hyperlink to the website http://www.nfq.lt as long as the Customer uses the Service results created by the Company under the Order in any manner and form. 

2.9. All Economic rights of the Owner of copyright to the Project (except for the Economic rights of the Owner of copyright to concrete objects (works) indicated in Orders that are used in order to implement the Project and are the Company's property and/or the Economic rights of the Owner of copyright to a licensed computer software which is used by the Company while providing Services, and/or except for individual Economic rights of the Owner of copyright specified in Orders) shall pass to the Customer from the moment the Customer properly and timely fully pays to the Company according to a specific Order. On the Customer's request or where it is provided in the Order, the transfer of Economic rights of the Owner of copyright shall be formalised by a separate transfer act (the form is Annex No. 4). In case the Customer delays to pay, it is considered that the Customer has no rights to use the Project and/or any part thereof created by the Company, and the Company is entitled to take all reasonable measures in order to prevent any possible unauthorized use of the Company's intellectual property. Without having property rights to the Project, the Customer has no right to directly use the created Project results (the Project or any part thereof regardless of the signed Transfer – Acceptance Acts regarding the provision of Services) or grant the right to use it to Third Parties. 

2.10. The Order and/or the Transfer Act of the Economic rights of the Owner of copyright includes specific Economic rights of the Owner of copyright that are transferred by the Company to the Customer and acquired by the Customer. Without a separate prior written consent of the Company, the Customer is not entitled to exercise any other rights of the Owner of copyright which have not been transferred to him or any other intellectual property which has not been separately transferred to him. 

2.11. The Project shall be transferred to the Customer under the Transfer - Acceptance Act (which form is Annex No. 3 to the Terms and Conditions). The Company shall have the right to submit interim Transfer - Acceptance Acts and/or the final Project Transfer - Acceptance Act to the Customer. After the reception of the Transfer - Acceptance Act to the e-mail address, the Customer's leader of the Working Group must provide reasoned comments regarding the defects of the provided Services or must approve the Transfer - Acceptance Act within five (5) calendar days. The Transfer - Acceptance Act may be approved by e-mail by answering the letter to which it was attached and this shall be considered an appropriate approval of the Transfer - Acceptance Act. If on the sixth calendar day after the submission of the Transfer - Acceptance Act to the Customer's leader of the Working Group the Company has not yet received written reasoned comments or the approved / signed Transfer - Acceptance Act, it shall be considered that the Service was performed properly and the Company shall have the right to issue a VAT invoice and submit it to the Customer together with the Transfer - Acceptance Act (the form is Annex No. 3) signed by the Company. If the Customer has reasoned claims and submits them on time, the Company shall commit to eliminate inconsistencies of the Service quality under the order provided in Part 8 of the Terms and Conditions. 

2.12. If the Customer has reasoned claims regarding a part of the Services but the other part may be used independently, the Customer shall have no right to refuse signing the Transfer - Acceptance Act regarding the properly provided Services; a general procedure laid down in Article 2.11 above shall apply to the transfer of such Services. 

3. Dedicated Team:

3.1. When ordering Services that are provided by the Dedicated Team, the Customer has to provide the Company with a list of occupations / professions and specify the number of people and the term for which the people are needed next to each occupation / profession.

3.2. When ordering the Dedicated Team's Services, the Customer has a possibility to control the Dedicated Team's work by itself, to provide direct guidance on the procedures, terms and conditions for the performance of Services.

3.3. The Customer must ensure appropriate conditions to provide the Services, including a possibility to provide Services in its office or another place belonging to it and provide required working tools.

3.4. The Customer must provide the Dedicated Team with all necessary information, documents, data, material, work tools, intellectual property necessary for the provision of the Services.

3.5. The Parties agree that the Customer itself is responsible for the result of the Services and the Company is responsible for that the Dedicated Team would carry out the tasks entrusted to them by the Customer timely and properly. If the Customer is not satisfied with the job made by all Dedicated Team or by certain members of the Team, the Customer shall have the right to initiate the change of appropriate team members according to the procedure provided in Article 3.8 above in the Terms and Conditions.

3.6. All results of the Services created during the provision of the Services belong to the Customer from the first day of their creation. All economic and non-economic rights of the Owner of copyright to all objects of the intellectual property (computer programs, databases, computer programs' source code, electronic content, as well as inventions, works of authorship, and other objects) that have been created by the Dedicated Team or have been developed under the Order exclusively belong to the Customer at its maximum extent permitted by law for all validity period of the rights and in all territories, except for the intellectual property belonging to the Company that is used by the Dedicated Team in order to execute the Customer's assignment. An integral condition of the legitimate transfer of the rights of the Owner of the Services and of copyright to all objects of the intellectual property to the Customer is the full settlement for the Services as provided in the part VI of the  Terms and Conditions.

3.7. When making a schedule of the Service provision or giving orders to the Dedicated Team, the Customer must ensure that they will be in compliance with the Labour Code of the Republic of Lithuania, the Occupational Safety and Health Act and other norms of laws for the protection of workers' rights, therefore all schedules of the Service provision or orders to the Dedicated Team shall be reconciled with the leader of Dedicated Team.

3.8. The members of the Dedicated Team can be changed or the list of them can be extended only by a mutual written agreement of the parties, except for the case provided in Article 3.5. above in the Terms and Conditions. The Customer must notify the Company about a need to make an appropriate change not later than thirty (30) calendar days prior to the change. If the Customer is not satisfied with the job made by the Dedicated Team or by certain members of the Team, it has the right to request to change appropriate team members by submitting a written claim to the Company. The Company shall be entitled to i) replace members of the Dedicated Team not later than within 28 (twenty-eight) calendar days or ii) unilaterally terminate the Order according to Article 10 (6) of the Terms and Conditions.

4. Tariff Services:

4.1. When ordering the Tariff Services, the Customer shall specify the ordered Services, the term or quantity (in hours) of the Service.

4.2. Based on the tariff, the Customer can order programming, maintenance, support services, training, consulting, marketing services, and any other services provided by the Company if there is no clear Project and the Customer does not want to have a Dedicated Team.

4.3. The Working Group may be organised for the provision of Services during the signing of the Order or 3 (three) business days after the signing of the Order has been completed. Members of the Working Group may be changed by a written agreement, signing a new Annex No. 1. Each party shall appoint a leader for the Working Group; the leaders are responsible for rendering suggestions, comments, requirements or notification to the other party. The Working Group's leader shall have the right to approve and sign orders for additional services, reports and other documents required by the Terms and Conditions on behalf of the party; such approval or signature of the leader of the working group is obligatory to an appropriate party. If the Working Group is not organized, rights and duties of the Working Group leader are undertaken by the Company’s Representative and the Customer’s authorized representative.

4.4. After the reception of a request for the Tariff Services, the Company shall assess the situation and submit a proposal containing terms of the Service provision. If the Customer accepts it, all terms shall be transferred to the Order and the Order shall be signed. The Company shall have the right to change the agreed terms, if the Customer does not provide necessary information and / or documents on time.

4.5. If the Parties agree and foresee that in the Order, the Company shall prepare the Report on Service Provision (the form is Annex No. 2) for each calendar month. The Report on Service Provision shall be submitted to the Customer no later than the fifth business day of a new month. If within three (3) business days from the submission of the report the Customer does not provide reasoned claims in writing, it is considered that the Report on Service Provision has been approved and the Company shall have the right to issue a VAT invoice and provide it to the Customer.

4.6. If the Customer has reasoned claims and submit them on time, the Company shall commit to eliminate inconsistencies of the Service quality under the order provided in Part 7 of the Terms and Conditions.

4.7.If the Services were ordered using the Service System, a separate Order shall not be signed. After the provision of the Services ordered via the Service System, on the last business day of each calendar month the Company shall provide the Customer with a report from the Service System on the Services provided and, with reference to the report, shall issue a VAT invoice that shall be paid within the indicated period.

4.8. The Company shall have no right to use the Customer's data stored in the Service System for purposes other than the provision of the Services under the Order.

4.9. The Company shall inform the Customer about the planned preventive works of the Service System which may affect the operation of the Service System no later than 2 (two) business days prior to the planned preventive works of the Service System.

4.10. All rights to the Service System, its contents, functions, technical part, and the works stored in it are protected and exclusively owned by the Company or legally used by the Company. Any content or other information stored in the Service System, except for the content uploaded by the Customer to the Service System shall be reproduced, copied, published, translated, made publicly available (including publication and public display), or distributed without the prior written consent of the Company.

4.11. If the Parties do not clearly agree otherwise, any rights to the objects of the intellectual property stored in the Service System are transferred or granted to the Customer except for the contents uploaded by the Customer to the Service System that belong to the Customer and are not transferred to the Company's proprietary.

4.12. The Customer shall be responsible for the contents uploaded to the Service System and must indemnify the Company for any losses arising from the failure to comply with this obligation or its improper performance.

4.13. In the Order, the Parties may discuss the terms of the protection of intellectual property and its transfer which are not indicated in the Terms and Conditions.

5. Licence:

5.1. When ordering the Services provided under the Licence, the Customer shall specify the Licences desired, their quantity and term, if needed.

5.2. When signing an Order for the purchase of Licences, the Customer shall be provided with the License Agreement which is considered as an integral part of the Order (Annex No. 5 to the Terms and Conditions).

 

VI. PRICE OF SERVICES AND THE PAYMENT CONDITIONS

1. Project:

1.1. The price of the Project shall be determined by a mutual agreement of the parties and shall be endorsed by signing the Order.

1.2. When signing the Order, the Parties may indicate an advance payment which shall be paid by the Customer within 7 (seven) calendar days after signing the Order, as well as interim payments which shall be made according to the submitted VAT invoice within 7 (seven) calendar days after the approval of each interim Transfer - Acceptance Act or after the deadline for its approval. The advance payment shall be included in the last Customer's payment.

1.3. If the Customer fails to pay the advance payment on time, the Company shall have the right at its sole discretion i) to cancel the Order, ii) do not start the provision of Services or, in case they are already started, to stop and postpone the term of the Service provision as many days as the Customer is late in paying advances. If the Customer is late longer than 3 (three) calendar days, the Company shall be entitled to extend the terms of the Service provision at its own discretion.

1.4. The final payment under the Order shall be made in accordance with the submitted VAT invoice within 7 (seven) calendar days after the approval of the final Transfer - Acceptance Act or the termination of the approval term.

1.5. The company shall have the right to calculate 0.04% interest from the overdue amount for each delayed day.

1.6. When signing the Order, the Parties shall have the right to agree on a different settlement procedure and timing.

2. Dedicated Team:

2.1. The Service price shall be determined when signing the Order.

2.2. When signing the Order, the Parties may indicate an advance payment which shall be paid by the Customer within 7 (seven) calendar days after signing the Order. The advance payment shall be included in the last Customer's payment.

2.3. If the Customer fails to pay the advance payment on time, the Company shall have the right at its sole discretion i) to cancel the Order, ii) do not start the provision of Services or, in case they are already started, to stop and postpone the term of the Service provision as many days as the Customer is late in paying advances. If the Customer is late longer than 3 (three) calendar days, the Company shall be entitled to extend the terms of the Service provision at its own discretion.

2.4. The Company shall issue a VAT invoice to the Customer for the Services for the current month until the 5th (fifth) calendar day of the month, and the Customer shall pay the sum within 7 (seven) calendar days from the submission of the VAT invoice.

2.5. The Company shall have the right to calculate 0.04% interest from the overdue amount for each delayed day.

2.6. If the Customer is at least once in default of payment of VAT invoice, the Company shall have the right to demand payment for Services for two months in advance and the amount paid for two months in advance shall be considered as advance payment as per Article 2.2 of these conditions.

2.7. When signing the Order, the Parties shall have the right to agree on a different settlement procedure and timing.

3. Tariff Services:

3.1. The Service price shall be determined when signing the Order.

3.2. When signing the Order, the Parties may indicate an advance payment which shall be paid by the Customer within 7 (seven) calendar days after signing the Order. The advance payment shall be included in the last Customer's payment.

3.3. If it is indicated in the Order, the Parties shall provide a minimum amount payable to the Company for a calendar month, which does not depend on Services provided in hours and in all cases shall be paid to the Company.

3.4. If the Customer fails to pay the advance payment on time, the Company shall have the right at its sole discretion i) to cancel the Order, ii) do not start the provision of Services or, in case they are already started, to stop and postpone the term of the Service provision as many days as the Customer is late in paying advances. If the Customer is late longer than 3 (three) calendar days, the Company shall be entitled to extend the terms of the Service provision at its own discretion.

3.5. The Company shall issue a VAT invoice for the Services to the Customer at intervals provided in the Order and the Customer shall pay the sum based on the issued VAT invoice within 7 (seven) calendar days from its submission.

3.6. If the Customer is at least once in default of payment of VAT invoice, the Company shall have the right to demand payment for Services for two months in advance and the amount paid for two months in advance shall be considered as advance payment as per Article 3.2 of these conditions.

3.7. The company shall have the right to calculate 0.04% interest from the overdue amount for each delayed day.

3.8. When signing the Order, the Parties shall have the right to agree on a different settlement procedure and timing.

4. Licence:

4.1. The Licence price shall be specified when signing the Order.

4.2. When signing the Order, the Parties shall determine a payable price for the Licence and the periodicity according to which the payments shall be done.

4.3. Licence fees shall be paid according to the VAT invoice.

4.4. The company shall have the right to calculate 0.04% interest from the overdue amount for each delayed day.

4.5. When signing the Order, the Parties shall have the right to agree on a different settlement procedure and timing.

 

 VII. PROCEDURE FOR REGISTRATION AND ELIMINATION OF SERVICE DEFECTS

1. If the Parties agree and foresee that in the Order, the Company provides the Customer with a possibility to use the Service System where the Customers can register Service defects including errors and breakdowns, as well as provide the Company with tasks.

2. When signing the Order, in which is foreseen that the Customer is provided with a possibility to use the Service System, the Company should provide the Customer with a login name and a password in order to sign in to the Service System.

3. Defects of the Services are eliminated i) during the Service provision stage; ii) during the Warranty period; iii) during the provision of separate maintenance services. The Company shall respond to a Customer-registered notification about the Service defects and eliminate them under the terms and procedures provided in the Procedure for Defect Elimination (Annex No. 6 to the Terms and Conditions).

4. Defects shall be eliminated according to the terms agreed on by the parties. As a priority, a remote defect elimination method is applied in order to eliminate defects, only in cases where it is not possible to eliminate defects in a remote way, the Company shall appoint a responsible Representative who should eliminate defects in place during the terms agreed by the Parties. The Procedure for Defect Elimination is provided in a separate Annex No. 6 to the Terms and Conditions.

5. In case the Customer submits a reasoned claim regarding the defects of the provided Services within the time limits provided in the Terms and Conditions by indicating what exactly is wrong according to the Order and the documents for the provision of Services, and the Company determines that the defects appeared due to the Company's fault, then the parties shall sign the defect elimination schedule. In this case, the parties shall take into account whether the defects are considered the Critical Error or not and apply the following Terms and Conditions provided in the Terms and Conditions accordingly. In this case defects shall be eliminated for free.

6. In case the Customer submits a reasoned claim regarding the defects of provided Services within the time limits provided in the Terms and Conditions by indicating what exactly is wrong according to the Order and the documents for the provision of Services, and the Company determines that the defects appeared not because of the Company's fault, the parties shall agree on how the defects should be eliminated and the Customer shall pay to the Company for the elimination of such defects. In this case, the parties shall take into account whether the defects are considered the Critical Error or not and apply the following Terms and Conditions provided in the Terms and Conditions accordingly.

7. If the provided Services or a part thereof operate with Critical Errors due to the fault of the Company, the Company shall commit to correct the Critical Errors within a reasonable time period and retransfer the Services or a part thereof that was operating with Critical Errors to the Customer under the order provided in Part 5 of the Terms and Conditions.

8. Service defects that are not considered as Critical Errors resulting from the Company's fault, shall be corrected by the Company within a reasonable period of time, however these defects shall not affect the transfer - acceptance of all Services and shall not void the Customer's obligation to pay for the provided Services.

9. Regardless of whether the Service or part thereof operate with Critical Errors or Errors, if the defects appeared not because of the Company's fault, the defects shall not affect the transfer - acceptance of all Services and shall not void the Customer's obligation to pay for the provided Services.

10. The procedure for defect elimination during the Warranty period and in case the Customer is provided with a separate maintenance service shall be provided in the Procedure for Defect Elimination (Annex No. 6 to the Terms and Conditions).

 

 VIII. WARRANTIES AND THEIR APPLICATION PROCEDURE

1. The warranty shall apply to the Project and only to the version of the Project which is transferred under the Transfer - Acceptance Act.

2. The warranty shall not apply to hardware and / or software or solutions belonging to third Parties used for the Project creation and / or execution and / or use and programming services during the Warranty period.

3. The Warranty shall not apply if during the Warranty period:

3.1. modifications (renewals or changes) of the Project and results and/or programming services have not been done by the Company;

3.2. the Customer or any third party has changed an installation environment, that has been configured at the time of Service provision, independently and without the approval of the Company.

4. In the Order, the parties may agree on other Warranty terms and other Warranty application conditions.

 

 IX. LIABILITY OF THE PARTIES

1. If the Company due to its fault does not provide the Services on time, on the Customer's request, it shall pay 0.04% rate of interest from the value of Services that have not been provided on time for each day of delay of its provision. Within the meaning of this Article, it shall be considered that the Service is provided if the Customer is submitted with a relevant Transfer - Acceptance Act, the Report on Service Provision or any other document.

2. If the party violates the obligations indicated in the Terms and Conditions and / or the Order, it shall commit to the other party to compensate for direct losses that have been suffered by the aggrieved party because of the violation. The Parties shall affirm and agree that, with regard to the applicable law, the compensation for losses shall not exempt the violator from further fulfilment of obligations.

3. In case the Terms and Conditions, the Order or any Annex of the Terms and Conditions provide a specific penalty for forfeit, it shall not exclude the right to claim direct damages, if penalties do not cover the amount of loss incurred.

4. The Company's liability to the Customer is limited to the amount paid by the Customer to the Company according to the Order for Services, except for cases where liability cannot be limited because of applicable laws.

5. The Services provided by the Company are exclusively allocated to the Customer, therefore the Company shall not be liable for damages (losses) incurred to Third Parties.

6. If the provision of the Services is suspended and / or the Order is terminated due to the Customer's fault and the Customer fails to settle with the Company, as specified in Part 10 of the Terms and Conditions, it shall be considered that the Customer has no rights to the results of the Services and any use of Services and their results without a written consent of the Company shall be considered illegal.

7. The Company shall not be liable for failure to comply with obligations under the Order or improper execution of them if it is due to the actions or inaction of the Third Parties, as well as for any damage and (or) losses as a result of the actions or inaction of the Third Parties.

8. Neither party shall be liable for the other party's indirect losses.

9. The Customer shall undertake to ensure that any legal responsibility, obligation to pay, cover or otherwise compensate for any losses or damages due to the Customer's use of the Service System and / or the Services would rise to the Company. Also, the Customer shall undertake to compensate for any and all Company's expenses and costs incurred due to the Customer's use of the Service System and (or) the Services in a manner inconsistent with the obligations.

10. Liabilities of the Parties regarding the Licences shall be determined in the Licence Agreement.

11. The Parties shall be exempted from partial or full responsibility for their improper or complete failure to fulfil obligations in case it has been done due to the force majeure. A detailed list of the force majeure has been approved by the Resolution No. 840 of the Government of the Republic of Lithuania on 15 July 1996. The Parties shall immediately, i.e. within a possible short period of time, notify the other Party on the occurrence or end of such circumstances (force majeure) in writing. 

 

 X. SERVICE CANCELLATION, SUSPENSION AND TERMINATION PROCEDURE

1. The Customer shall have the right to cancel a part or all of the Services:

1.1. If the Company has launched the Services, it is possible only if:

1.1.1. in case of the Project and the Tariff Services, by informing the Company thirty (30) calendar days in advance and paying for the actually provided Services;

1.1.2. in case of the Dedicated Team, by informing the Company 180 (one hundred eighty) calendar days in advance and paying for the actually provided Services;

2. If the Customer cancels all Services, it shall be considered that the Order is terminated on the Customer's request and the Company shall calculate payable sums for the Customer, including interest (if the Company has a right to apply it according to the Terms and Conditions) and other amounts regarding the compensation of losses (if the Company has a right to apply it according to the Terms and Conditions), and the Customer shall pay all such sums under the term indicated in the VAT invoice.

3. The Company shall have the right to suspend part or all of the Services provided to the Customer at its discretion if:

3.1. the Customer delays to pay for more than 7 (seven) calendar days, unless otherwise provided in other parts of the Terms and Conditions or in the Order;

3.2. the Customer does not provide information or documents necessary for the provision of the Services;

3.3. the Customer notified that false or incomplete information or incorrect documents have been provided, or in case where crucial errors are found in the Project Plan;

3.4. the Customer uses the Services incorrectly or violates the Intellectual Property rights;

3.5. the Customer violates these Terms and Conditions, the conditions of the Order or any other Terms and Conditions applied to the Customer by the Company;

3.6. in other cases, provided in the Terms and Conditions or their Annexes.

4. The Company shall provide the Customer with a notification via e-mail that it is going to suspend all or or part of the Services, and shall state the reason and time. The notification shall be submitted at least one (1) business day prior to the suspension of the Services.

5. In case of the Project and the Tariff Services, if the provision of the Services is suspended under the provisions of this Part of the Terms and Conditions, the terms of the Service provision shall be extended to the term that is not less than the period for which the Services have been suspended.

6. Because in case of the Dedicated Team Orders are done for a specific period and monthly current payments are paid, in case of the Service suspension due to the Customer's fault, the Customer shall keep paying the agreed monthly fee to the Company. If the Company is unable to change the Dedicated Team or part of its members in accordance with Article 3.8 of Part 5 of the Terms and Conditions, it shall have the right to unilaterally and without any liability terminate the Order by noticing about it thirty (30) calendar days in advance.

7. If the provision of the Services is suspended for more than thirty (30) calendar days due to the Customer's fault and during that period the Customer fails to remove the reason for which the Services have been suspended, the Company shall be entitled to terminate the Order by giving a written notice 14 (fourteen) calendar days prior to the termination and the Customer shall pay the Company all payable amounts and fully compensate for the losses incurred by the Company.

8. The Company shall have the right to suspend the provision of the Services and terminate the Order unilaterally by noticing the Customer about that three (3) business days in advance if the Company learns that bankruptcy or restructuring proceedings have been started against the Customer or the Customer has been registered with the status of liquidation, or in case of other grounds for which it is apparent that the Customer will not be able to properly pay for the provided Services and the Customer shall fully settle with the Company.

9. In case of termination of the Service Order or its expiry, in respect of the Parties, the Terms and Conditions shall be valid only for the obligations which have remained unsettled, as well as for the provisions indicated in Part 11 of the Terms and Conditions.

 

 XI. CONFIDENTIALITY AND PROHIBITION AGAINST UNFAIR COMPETITION

1. The Order conditions and negotiations between the parties regarding the Order conditions shall be considered confidential. The Terms and Conditions and their Annexes (document forms), Service prices and other publicly available information shall not be considered confidential.

2. Under the agreement of the parties, a separate confidentiality agreement, which form is Annex No. 8, can be signed.

3. Confidential information shall not be disclosed to any Third Party without a prior written consent of the other party, except where otherwise provided in applicable legal acts. If a party is required to disclose confidential information by applicable legal acts, it shall inform the other party of such obligation no later than the next business day after it has become aware that it must disclose confidential information.

4. In order to prevent the disclosure of confidential information and unfair competition, the parties shall agree that, during the validity period of the Order and two years after the termination or expiry of the Order, the Customer will not try to attract or hire the Representatives of the Company, will not provide them with job or other offers and will not directly buy Services that are provided by the Company from the Representatives of the Company directly or indirectly, by itself or through other people, on its or any other person's behalf and without a prior written consent of the Company.

5. In case the Customer violates Article 4 of this Part of the Terms and Conditions, the Customer shall pay a penalty for each case of violation and for each Representative to the Company; the penalty is equal to the Representative's average salary of 12 (twelve) months, plus EUR 20 000 (twenty thousand). A month's average salary shall be calculated as follows: the sum of the last 12 (twelve) calendar months paid to the Representative is divided by 12 (twelve). The penalty shall be paid within ten (10) calendar days after the Company's request. The payment of the penalty shall not eliminate the Company's right to claim losses.

 

 XII. APPLICABLE LAW AND DISPUTE SETTLEMENT PROCEDURES

1. The Terms and Conditions, the Orders, the Annexes and other documents relating to the Services provided by the Company are made according to the provisions of the laws of the Republic of Lithuania and the law of the Republic of Lithuania shall be applied to their interpretation.

2. Any disputes, disagreements, requirements or claims related to or arising in respect of the Services provided by the Company and / or provisions of the Terms and Conditions shall be resolved by negotiation. If the Parties failed to settle a dispute, disagreement or claim within 14 (fourteen) calendar days from its rise, the dispute, disagreement or claim shall be finally settled by the arbitration in the Lithuanian Court of Arbitration (identification code 302473236) in accordance with its Code of Procedure which is acknowledged by the Parties as an integral part of their arbitral agreement. In case of a dispute, it shall be settled by three arbitrators: one shall be appointed by the Customer, the second shall be appointed by the Company, the third (chairman) shall be appointed by the arbitrators appointed by the Parties; the arbitration hearing shall be held in Vilnius, in Lithuanian. A Party that loses the dispute shall compensate for all costs of arbitration and lawyers who represented the winning party in arbitration.

 

 XIII. FINAL PROVISIONS

1. The Company shall have the right to hire any Third Party for the provision of the Services without the Customer's authorization or consent. This shall not affect the Customer and the Company's mutual obligations and responsibilities.

2. The Company shall have the right to the transfer the Customer's data to lawyers, consultants and debt collectors without the Customer's authorization or consent. The Customer shall have to cover additional costs of the Company incurred due to the fact that the Customer fails to fulfil its obligations or does it improperly, including that it fails to pay the payable amounts to the Company on time. Such amounts have to be paid not later than 7 (seven) calendar days after the Company's request.

3. For marketing purposes, the Company shall have the right to publish the fact that the Customer uses the Company's Services, unless the Parties agree otherwise when signing the Order.

4. Each party shall undertake to immediately notify the other party of any changes related to addresses, telephone numbers, e-mail addresses and fax numbers specified in the Order. If the party fails to comply with the obligations provided in this Article, the notices and other correspondence sent to the last known address shall be considered to be properly delivered.

5. Notices and other correspondence of one party shall be considered received by the other party: (i) on the date of delivery, if delivered with conformation by signature; (ii) on the third business day after it was sent in the territory of the Republic of Lithuania and on the fifth business day if it was sent by registered mail; (iii) on the date when it was sent, if it was sent by fax or e-mail no later than 4.30 pm. If it has been sent later, notices and other correspondence shall be considered to be delivered the next day after they have been sent. All correspondence between the parties, except for the submission of claims and the settlement of other disputable issues, is sent by e-mail, unless otherwise specified in the Order.

6. Annexes to the Terms and Conditions shall be considered an integral part of the Terms and Conditions.

7. The Order shall be considered an integral part of the Terms and Conditions. If there are inconsistencies between the terms of the Terms and Conditions and the Order, the terms in the Order shall have the priority.

8. If any provision of the Terms and Conditions is declared invalid, it shall not invalidate other provisions of the Terms and Conditions and they shall apply to the full extent permitted by law.

9. These Terms and Conditions are not intended to create and cannot be interpreted as creating joint arrangements, partnerships or any other similar relationships between the parties.

10. The Parties shall be aware that the members of the Working Group appointed by the Parties are considered appropriate representatives and the party itself is responsible for granting appropriate authorisation to the members of the Working Group. It shall be considered that the approvals given by the members of the Working Group are given by the party itself and cannot cause negative consequences for the other party.

11. The fact that the party does not immediately use its right provided in the Terms and Conditions or legal acts shall not detract from it an ability to claim the party-violator in the future, however as long as the Order made between the parties is valid.

12. The Terms and Conditions, including any of its annexes and documents which contains references to them, shall constitute the entire agreement between the parties regarding the order of the Services; they shall replace and take precedence over previous contracts and agreements related to the ordering of the Services from the Company in both written and oral form.

 

 XIV. SPECIAL PART

1. The special part is the Order.

2. The ways to order the Services which result is a signed or approved Order are regulated by Part 4 of the Terms and Conditions.

3. The Order is filled in after the parties agree on the conditions of the Order. The signed or approved Order shall have the force of law to the parties. The Order can be approved by responsible Representatives of the parties by e-mail.

4. The Order has to be filled in completely, if a certain condition of the Order is not applied to the party, it shall be clearly indicated there.

5. The Order shall be valid until complete fulfilment of the obligations of the parties. These Terms and Conditions are considered as the integral part of the Order. By signing the Order, the Customer confirms that he has read and understood the Terms and Conditions and undertakes to comply with them.

6. Certain annexes, which are necessary according to the particular Service, could be attached to the Order. Annex No. 6 and 7 have to be attached to the Order in all cases.

 

 XV. ANNEXES

1. A form of the List of the Working Group;

2. A form of the Report on Service Provision;

3. A form of the Transfer - Acceptance Act;

4. A form of the Transfer of the Economic rights of the Owner of copyright;

5. The License Agreement;

6. The Procedure for Defect Elimination;

7. A form of the Confidentiality Agreement.

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