General terms and conditions

This GENERAL TERMS AND CONDITIONS (“GTC”) of the company UAB Weenvo with its registered office at Vytauto g. 59-2a, Vilnius, LT-08122, Lithuania, company number 305704513 (hereinafter referred to as the “supplier”).

 

Article I. Contractual Relationship

1. These General Terms and Conditions (hereinafter referred to as the “GTC”) of the supplier govern the mutual rights and obligations between the supplier and each of its customers (hereinafter referred to as the “customer”) in relation to all offers, orders, deliveries and contracts concluded between the parties, unless otherwise agreed by the parties in writing.
2. For the purposes hereof, the term “Сontractual document(s)” shall mean accepted offers or proposals, orders, contracts, SOWs, invoices or particular agreements which are the basis for the contractual relationship between the supplier and the customer.
3. In any contractual relationship between supplier and customer, it is presumed that the customer became acquainted with these GTC and the provisions hereof are unambiguous for it. These GTC are available on the website of the supplier at https://weenvo.com/.

 

Article II. Subject of Performance

1. Based on the Contractual documents, the supplier shall deliver to the customer services as specified therein. Services may consist of separate or several consecutive partial performances (hereinafter referred to as the “Performance”). In particular: a) delivery of supplier’s software solutions, including but not limited to its Software as a Service (SaaS) offerings. This delivery includes the granting of a limited, non-exclusive, non-transferable and non-sublicensable license (“subscription”,”license”) for the customer’s use of the software in accordance with these GTC (hereinafter collectively referred to as “Services”).
2. The specification of the subject of Performance shall be included in Contractual documents and Services description available on the website of the supplier at https://weenvo.com/.
3. The supplier provides the Services to the customer via the internet (e.g., via a browser or an app) as of the date and for the duration specified in the Contractual documents, and within the framework of these GTC and Contractual documents. If necessary, supplier will provide the customer with the log-in data required to use the Services.
4. The supplier may maintain integrations for the Services with third party vendors. Any such integrations, if provided by the supplier under the Contractual documents, are considered Services. However, the customer acknowledges that use of any such integrations requires a Separate License and the payment of any applicable fees for access to the third-party software to which the integration connects. The supplier is not responsible or liable for any third-party software, or errors that may arise in the Services as a result of any such third-party software or modifications thereto. The supplier reserves the right to add or delete any third party integration(s) at any time, without notice to the customer.
5.  The customer undertakes to pay for the Performance specified in the Contractual documents and GTC the price according to these GTC and Contractual documents.

 

Article III. Prices, Payment and Invoicing Terms

1. Prices and Taxes. The prices are listed on the website of the supplier at and are subject to change at https://weenvo.com/ any time at the supplier’s discretion. The applicable price is the price displayed at the time of purchase. All prices are exclusive of VAT and any applicable taxes, which shall be added in accordance with the applicable law.
2. Customer Responsibilities. The customer is responsible for: (i) all additional charges, including but not limited to, transaction fees, currency conversion fees, and delivery charges where applicable; (ii) complying with any tax obligations in their respective jurisdiction; (iii) any applicable customs duties, import taxes or other charges imposed by their local authorities with regard to international transactions.
3. Payment Structure and Billing. The price to be paid for the Performance can consist of one-off payments, recurring payments (e.g., monthly/annual user fee), usage-based payments (e.g., pay-per-use) or individual additional fees.

3.1. Billing.

One-off payments – payment is due at the time of purchase. The transaction will be processed immediately, and the order will be confirmed upon successful payment.

Recurring payments – the customer authorises the supplier to automatically charge recurring fees automatically via Paysera. The billing cycle and applicable fees will be displayed on the website and confirmed at the time of subscription.

Failed payments – in the event of a failed recurring payment, the customer will receive a notification and will have 5 calendar days (hereinafter referred to as the “days”) to update the payment details. If payment is not received within this period, the supplier reserves the right to suspend or terminate access to the Services.

Alternative Payment Arrangements: other types of payments may be agreed upon in the Contractual documents.

4. Payment Processing. All payments are processed securely via Paysera, the supplier’s third-party payment service provider. The customer acknowledges and agrees that Paysera may charge transaction fees, which are the responsibility of the customer unless stated otherwise. The supplier does not store or process payment details directly. The customer is responsible for ensuring that its payment details stored with Paysera are accurate and up to date.
5. Price Adjustments. The Supplier reserves the right to change prices and charges at any time. Price modifications shall apply to any new Contractual documents and renewals with at least 30 days’ notice provided for renewals. In the event of an increase in fees charged by any third-party service provider, the supplier may proportionally increase the fees charged to the customer upon reasonable notice.

 

Article IV. Intellectual Property Rights

1. The supplier retains exclusive ownership of the supplier’s software solutions, including SaaS (collectively, the “Company IP”) including (a) all modifications, enhancements, derivatives of the Company IP (collectively, the “Derivatives”); and (b) any and all unpatented inventions, patents, patent applications, design rights, copyrights, trade secret rights, trademarks, service marks, trade names, domain name rights, mask work rights, moral rights, know-how and other proprietary and intellectual property rights embodied in the Company IP and Derivatives or associated therewith anywhere in the world; and all copies thereof. “Technology” means all information, content methodologies, data, ideas, concepts, materials, templates, know-how, techniques, documentation, software, algorithms, user interfaces, designs, and development tools that the supplier possesses prior to the commencement of the Services or which it develops independently of any activities governed by the GTC, and any derivatives, modifications or enhancements made to any such property while performing the Services. The supplier may utilize any and all methods, computer software, know-how or techniques related to programming and processing of data, developed by it while providing the Services and may incorporate the same in future releases of any of its Services. The Company IP is licensed, not sold. Except as expressly set forth in the Contractual documents, no license or other right in or to the Company IP and Derivatives are granted to the customer, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved. The supplier’s name, logos and product names are trademarks of the supplier, and no right or license is granted to use them.

 

Article V. License Terms and License Types

1. The supplier’s software solutions, including SaaS, are protected by copyrights. For the duration as specified in the Contractual documents and product description, the supplier grants to the customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the supplier’s software. The above also applies to all updates of the SaaS provided by the supplier in connection with the SaaS during the license term, if any.
2. Unless expressly agreed otherwise, the license is subject to the payment of any remuneration that is owed and due under the Contractual documents.
3. The customer is not entitled to use, copy, or download SaaS or any data other than its own data for any purposes other than those of these GTC, or to make SaaS available for use free of charge or against payment to third parties or to persons outside the agreed group of users. In particular, the customer is not entitled to process, modify, reverse engineer, decompile, disassemble the program code of SaaS or parts thereof or to determine the source code in any other way, nor to create derivative works from SaaS.
4. In each individual case the customer allows the use of SaaS to third parties, the customer shall be obliged to pay damages in the amount of the remuneration that would have been due for a single user if a contract had been concluded, unless the third party use is not attributable to the customer.
5. If and to the extent the SaaS contains so-called “open-source software”, the respective license terms of the open-source software shall apply in addition to and shall prevail over these GTC. The supplier does not assume any warranty in respect to such open-source software, neither for freedom from defects, nor for marketability, suitability for a specific purpose, or freedom from defects of title. Claims for damages are excluded to the extent permitted by law. The granting of rights of use shall be governed exclusively by the respective open source software license terms. For details of the exclusion of warranty and liability, reference is made to the respective open-source license terms set out in the documentation for the open-source software.

6. SaaS is offered in different categories of license models. The license type applicable to the respective SaaS is specified in the Contractual documents and the product description. If no license type is specified, a Named User license is granted. In regards to the сustomer’s Authorized Users (“Users”), the сustomer agrees to:

– be responsible for Users’ compliance with these GTC and Contractual documents;

– not exceed the maximum amount of Users based on the number of User subscriptions purchased;

– not use more than one User per User subscription;

– be responsible for the accuracy, quality and legality of customer data;

– not use SaaS to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

– not use SaaS to store or transmit malicious code;

–  use commercially reasonable efforts to prevent unauthorized access to or use of Services and notify supplier promptly of any such unauthorized access or use,

– use Services only in accordance with these GTC, Contractual documents and applicable laws and government regulations.

Any use of the Services in breach of the foregoing by customer or Users may result in supplier’s immediate suspension of the Services, however  supplies will use commercially reasonable efforts under the circumstances to provide customer with notice and an opportunity to remedy such violation or threat prior to any such suspension

7. The customer acknowledges that access and use of the Services is licensed to the customer for use up to the number of Users and other restrictions set forth on the Contractual documents. In the event that the license is used in excess of the volume limitations set forth on the Contractual documents, the customer will pay the supplier the applicable fees associated with such use in excess of the applicable volume limitations at supplier’s rates. The customer may also add licenses for additional Users or other offerings purchased by the customer by executing new Contractual documents.

 

Article VI. Freeware, Demo-, Test-, or Trial-Versions of software

1. If the supplier provides access to supplier’s software solutions to the customer for evaluation or test purposes (e.g., demo-, test-, or trial-versions), the customer’s right to use such software is limited to (i) test purposes and, where applicable, (ii) the time period specified by the supplier. Any productive use is strictly prohibited. The right of use terminates automatically upon expiry of the time period specified by the supplier.
2. The supplier’s software according to section 1 of this Article VI, as well as software provided free of charge (“Freeware”), can be subject to functional restrictions; any use is at the customer’s own risk.

 

Article VII. Customer Data and Use of the Services

1. “Customer Data” means any data, information or material provided or submitted by the customer or its Users in connection with the Services. The customer retains all rights to and ownership of customer Data. The customer represents and warrants that it has the right to provide Customer Data to the supplier and to use Customer Data in connection with the Performance. The customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of Customer Data. The supplier is not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data caused by the customer or its Users.
2. Use. During the Contractual documents term, the customer grants to the supplier a limited, worldwide, non-exclusive, non-transferable, royalty-free right to use, display, and otherwise process Customer Data solely as necessary for Performance and to help operate, support, secure and improve the Performance, and to develop new services or functionality. For instance, this may include identifying and fixing problems in the Performance, enhancing the Performance to better protect against attacks and abuse, and making suggestions aimed at improving Performance or reducing cost. In no case shall the supplier use Customer Data in any manner other than as set out in these GTC and Contractual documents. In the event that personal data are processed, the provisions of section Article XIV. Privacy applies additionally.
3. The customer affirms to the supplier that the Customer Data will not violate the intellectual property rights or any other legal rights and will not break the provisions of any law, regulation, or statute in any jurisdiction under applicable laws.
4. The customer acknowledges and agrees that the supplier has the right to use any information, analysis, statistics and other data generated by the Services (or derived from the customer’s use of the Services) to compile generalized, aggregated statistics about the Services (“Aggregated Data”) for its own internal purposes and for marketing purposes; provided that the supplier will not publicly disclose data that is not in an aggregated form or that would permit a third party to identify the data is associated with the customer or any Users. The customer acknowledges and agrees that Customer Data may be used to derive Aggregated Data. Aggregated Data may be used by the supplier in perpetuity.

 

Article VIII. Use of Sub-suppliers

1. The supplier may delegate the execution of the Performance to another person or entity. In this case, the supplier has the responsibility as if it was executing the Performance itself.

 

Article IX. Customer’s Obligations

1. The contractual use of the Services provided by the supplier depends on the hardware and software used by the customer, including workplace computer, router, data communication means etc., meeting the minimum technical requirements for the use of the Services.
2. The customer is responsible for obtaining any equipment and Internet service necessary to access and use the Services.
3. The customer is obliged to keep the log-in data provided by the supplier confidential from unauthorized third parties and to keep it secure from access by unauthorized third parties, thus making it impossible for third parties to abuse the data in order to gain access. As soon as the customer has any indication that a third party may have gained unauthorized access to, or may have misused, the user and access rights, the customer is obliged to inform the supplier thereof without delay. Users must be unique individuals, with one set of User Credentials assigned to a single User. Users must be human. No User may impersonate another individual or User, or otherwise provide fraudulent information to the supplier. Users may not share User credentials to create a “concurrent” user license. The customer is expressly prohibited from circumventing any User license metrics by engaging in tactics such as sharing an account or creating a username “alias” for a group of individuals. A User license may be reassigned from time to time to a new User who is replacing a former User.
4. When using the Services, the customer shall observe applicable law, in particular all applicable laws and regulations. The customer is in particular prohibited from uploading data or content that infringes legal provisions, third-party property rights or copyrights, or other third-party rights. The customer is fully liable for any breach of the GTC by the customer’s Users.
5. To the extent possible, the customer shall save the Customer Data and content transferred to the supplier on a regular basis and according to the risk involved and create its own back-ups in order to ensure their recovery in the event of data and information loss.

 

Article X. Warranties

1. Limited Warranty: The supplier warrants that the Services will be performed in accordance with the Contractual documents and GTC. For any breach of this warranty, the supplier will, at no additional cost to the customer, provide remedial services necessary to enable the Services to conform to the warranty. The customer will provide the supplier with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects. The remedy set out in this section is the customer’s sole remedy for breach of this warranty. This warranty shall only apply if the Services have been utilized by the customer in accordance with the GTC. The supplier disclaims any warranty when providing Services designated as Freeware or Demo services under Section 1 of Article VI.
2. Disclaimer of other Warranties. THE LIMITED WARRANTY STATED IN SECTION 1 OF THIS ARTICLE IS THE SOLE AND EXCLUSIVE WARRANTY OFFERED BY THE SUPPLIER FOR THE SAAS SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUPPLIER HEREBY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, AND THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: IMPLIED WARRANTIES OF MERCHANTABILITY, WEBSITE DISABILITY ACCESSIBILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND WARRANTIES ARISING OUT OF COURSE-OF-DEALING, USAGE, OR TRADE.
3. The Services are provided “as is” and on an “as available” basis, without warranty or condition of any kind, either express or implied. Although the Supplier seeks to maintain safe, secure, accurate, and well-functioning services, the Supplier cannot guarantee the continuous operation of or access to the SaaS services, and there may at times be inadvertent technical or factual errors or inaccuracies.
4. The customer assumes all risk for any damages that may result from the use of or access to the Services. The supplier does not guarantee the accuracy of, and disclaims all liability for, any errors or other inaccuracies in the information, content, recommendations, and materials made available through the Services.

 

Article XI. Returns and Refunds

1. Right to Cancel. Customers have the right to cancel their purchase within 14 days of delivery without giving any reason. To exercise this right, the customer must notify the supplier in writing via email or through account settings within this period.

The 14-days cancellation period begins from the moment of delivery, which is defined as follows:

– Services: delivery is deemed to occur on the day the customer receives access to the Services, provided the supplier has fulfilled their obligation to provide the necessary access details (e.g. login credentials).

The supplier shall provide the customer with proof of delivery, including:

– for Services: a confirmation email or notification of access.

The right to cancel does not apply to the following:

– Services if the customer has consented to the immediate performance of the Service and acknowledged that they will lose their right to cancel once the performance has begun.

2. Refunds. Refunds for prepaid periods of subscriptions are generally not available, except in cases where cancellation is due to supplier error, technical failure or unavailability of Services. Except as expressly provided therein, no refunds shall be issued for partial use of Services or for unused portions of subscription.

If the customer exercises their right to cancel, refunds will be processed through Paysera and returned to the original payment method within 14 days of confirmation of cancellation for Services.

The supplier will not charge any fees for processing cancellations within the 14-day cancellation period.

3. Consumer Rights. Nothing in these GTC shall affect the statutory rights of consumers under Lithuania law, including but not limited to the right to cancel within 14 days of purchase under the European Union (Consumer Information, Cancellation, and Other Rights) Regulations 2013.

 

Article XII. Liability

1. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE GTC, INCLUDING ANY CONTRACTUAL DOCUMENTS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE PERFORMANCE GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS.
2. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY TO THE OTHER OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THESE GTC OR ANY CONTRACTUAL DOCUMENTS FOR ANY LOSS OF PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING LOSS OF REVENUE, PROFITS AND COSTS, LOSS OF DATA, LOSS OF USE, AND LOSS OF ECONOMIC ADVANTAGE), EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
3. The supplier is not liable for the loss of Customer Data to the extent the damage is based on the customer’s omission to create back-ups in accordance with Article X Section 5 and thus to ensure that lost Customer Data can be recovered with reasonable effort. The supplier is not responsible for any lost Customer Data the customer incurs due to misuse, nor are they responsible for lost data incurred from a blackout or virus.
4. If Services are provided free of charge, the supplier does not accept any liability for damage resulting from the use thereof.
5. The above exclusions and limitations shall also apply to the liability of officers, employees, contractors, representatives, vicarious agents, associates, affiliates, suppliers and licensors of the supplier.
6. The limitation period for claims for damages against the supplier is one year insofar as permitted by law, unless the damage was caused intentionally.

 

Article XIII. Privacy

1. The supplier and the customer shall comply with the respective applicable privacy laws. The customer has the right to access, rectify, erase, and port their personal data, as well as the right to object to or restrict processing. Requests to exercise these rights should be submitted to the supplier in writing.
2. If the supplier processes personal data as the controller of data, the details of the processing are specified in the privacy information for the respective Performance.
3. The customer represents and warrants that Сustomer Data was obtained in compliance with all applicable laws, including but not limited to all applicable laws in any jurisdiction related to privacy and data security and that customer has provided all required notice and obtained all required consents for the collection, storage, sharing and any other applicable use or processing of any customer Data.
4. In addition to all indemnities set out elsewhere in these GTC and any applicable Contractual documents, the сustomer agrees to fully defend, indemnify, and hold harmless the supplier and its owners, officers, employees, representatives, agents, licensors, successors and assigns from and against any and all claims, liabilities, damages, losses, and expenses (including but not limited to all attorneys’ and accounting fees and costs), arising out of or in any way connected with Сustomer Data and any violation by the customer or Сustomer’s Users of the obligations and limitations set out in these GTC.

 

Article XIV. Confidentiality

1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of сustomer includes customer Data; Confidential Information of supplier includes the Services, and the terms and conditions of these GTC and all Contractual documents (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional supplier’s services.
2. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these GTC and Contractual documents and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ directors, officers, employees, contractors, outside consultants, or advisors (collectively “Representatives”) who need that access for purposes consistent with these GTC and Contractual documents and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.
3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

 

Article XV. Force Majeure

1. The supplier shall be relieved from any performance obligation to the extent the non-performance is due to the occurrence of force majeure events after contract conclusion.
2. Force majeure events include, for example, wars, strikes, riots, expropriation, storm, flood, epidemics, pandemics and other natural disasters as well as other circumstances not attributable to the supplier (in particular, water penetration, power outages and interruption or destruction of data cables and technical internet issues out of the supplier’s control).

 

Article XVI. Term and termination

1. These GTC shall commence on the date the сustomer first accepts or agrees to them (e.g., by clicking “I agree” or signing) and shall continue until all obligations under the Contractual Documents have been fulfilled, expired, or terminated in accordance with this Article XVI.
2. The term for any Services shall be set forth in the applicable Contractual Documents. Unless otherwise stated:

– Subscriptions for Services will automatically renew for successive one-year terms unless either party provides written notice (email sufficient) of non-renewal at least 30 days prior to the end of the then-current subscription term.

– Renewal of promotional or discounted subscriptions will be at the supplier’s applicable standard pricing in effect at the time of renewal.

3. Termination by Either Party. Unless otherwise specified in the Contractual Documents, either party may terminate these GTC and any Contractual Documents by providing 30 days’ written notice to the other party.
4. Termination for Cause. Either party may terminate these GTC and any Contractual Documents immediately upon written notice of the other party:

– Materially breaches these GTC or the Contractual Documents and fails to cure such breach within 10 days of receiving written notice of the breach; or

– Becomes insolvent, enters bankruptcy proceedings, or ceases business operations.

5. Payments upon Termination. In no event will termination relieve the customer of its obligation to pay any fees payable to the supplier for the period prior to the effective date of termination.
6. Survival of Terms. Provisions of these GTC that, by their nature or express terms, are intended to survive termination or expiration (e.g., indemnification, confidentiality, and governing law) shall remain in full force and effect.

 

Article XVII. General provisions

1. Entire Agreement and Precedence. These GTC, together with the applicable Contractual Documents, constitute the entire agreement between the parties. In the event of any conflict or inconsistency, the order of precedence shall be: (1) the applicable Contractual Documents, (2) these GTC, and (3) any descriptions of Services. Section headings are for convenience only and shall not affect the interpretation of these GTC.
2. Indemnification. The customer agrees to defend, indemnify, and hold harmless the supplier from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal and accounting fees) arising out of or related to:

– The customer’s or its Users’ access to or use of the Services;

– Any breach of these GTC, Contractual Documents, or applicable laws or regulations;

– Violation of third-party rights, including intellectual property, privacy, or confidentiality rights; or

– Disputes with third parties related to the customer’s use of the Services.

The supplier reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the customer, and the customer agrees to cooperate with such defense.

3. Export Compliance. The customer agrees to comply with all applicable customs, export control, and sanctions laws and regulations. The customer represents that it is not owned or controlled by, or under common control with, any party listed on a sanctions list. The customer shall promptly notify the supplier of any changes in this regard. The supplier shall not be liable for delays or non-performance caused by export control authorities or the customer’s failure to obtain required licenses or approvals. The customer shall indemnify the supplier for any losses, claims, or expenses arising from its non-compliance with export control laws. The supplier may terminate these GTC or any Contractual Documents immediately if the customer breaches this section.
4. Waiver. No failure or delay by either party in exercising any right under these GTC shall constitute a waiver of that right, unless expressly stated in writing.
5. Severability. If any provision of these GTC is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Any invalid or unenforceable provision shall be construed and reformed to the maximum extent permitted by law to achieve the intent of the original provision.
6. Assignment. Neither party may assign its rights or obligations under these GTC without the prior written consent of the other party, except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void.
7. Governing Law and Disputes. These GTC will be governed by and constructed in accordance with the laws of Lithuania. In the event of any dispute, claim, question, or disagreement arising from or relating to these GTC or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. The parties may consider alternative dispute resolution methods, such as mediation, before pursuing litigation. If the parties do not reach such a solution within a period of 30 days, then all disputes, claims, questions, or differences shall be brought solely in the Lithuania courts, and hereby waive any objection to such jurisdiction or venue.
8. Changes. We reserve the right to modify or amend this GTC at its own discretion from time to time. Your continued use of our Performance constitutes your acceptance of those changes. This version was last updated on 18 October 2025 and historic versions can be obtained by contacting us.