General Provisions of the Contract

1. Application scope and general conditions

1.1. These Provisions are applicable to all offers prepared by UAB Eberstein Business Solutions as the Contractor and to the Special Provisions of Contracts concluded by the Contractor, especially regarding information technology and subscription Services, as well as other digital Services.

1.2. Deviations from these general Provisions are only valid if a clear agreement in writing between the Contractor and the Customer has been reached thereon regarding the non-application (limited application) of these Provisions and other substitute terms.

1.3. The applicability of any general procurement conditions or other general terms and conditions used by the other party (the Customer) is hereby expressly rejected, unless a special confirmation in writing of the Contractor has been received.

1.4. The Contractor only offers its products (Services) and services to professional users who are not consumers. By ordering the Services, the Customer confirms that it purchases the Services for professional needs (within the scope of economic activities), the Contractor is not considered a consumer and expressly waives the application of the regulation of consumer rights, unless otherwise results from a written transaction between the parties. If the Customer purchases a product or service as a consumer, the Contractor must be informed of this prior to the order.

2. Used concepts

2.1. The following concepts and definitions are used in these Provisions:

2.1.1. Contractor – UAB Eberstein Business Solutions, registered in the Commercial Register of the Republic of Lithuaunia under reg. No. 303211500, registered office: Lvovo gatvė 89-10B, Vilnius, LT-08104, e-mail: info@eberstein.lt.

2.1.2. Customer – any natural person or legal entity or a legal subject that receives from the Contractor an offer for the provision of Services, concludes with the Contractor a contract for the provision of the Services (including by signing the Special Provisions of the Contract), regardless of whether this takes place through the exchange of paper documents, e-mail notices or through the Contractor's website or digital platform.

2.1.3. Provisions – these general provisions of the contract for the provision of digital services to the Customers.

2.1.4. Special Provisions – Special Provisions of the Contract signed by the Parties, in which the Parties have agreed on the specification, scope, price of the Services and other special provisions.

2.1.5. Contract – an aggregate of these Provisions and Special Provisions, which together regulate the mutual relations, rights and obligations of the Parties.

2.1.6. Service – information technology services, subscriptions and services that are included in the range of services provided by the Contractor and which can be provided to the Customer, which the Parties have agreed upon and which the Customer assigns, and the Contractor undertakes to provide to the Customer with its materials, equipment and labour for a fee.

2.1.7. Parties – the Contractor and the Customer (each separately also referred to as the Party).

2.2. In these Provisions and conditions, “in writing” means by sending a letter or using electronic means of communication (e-mail or communication functionality on the Contractor's platform).

3. Conclusion of the contract

3.1. The Contract is concluded when the Parties have signed the Special Provisions or have otherwise clearly agreed on the Services to be provided (including the scope and price), if it was not intended to sign a document in writing for the conclusion of the contract.

3.2. The conclusion of the Contract can also be established if the Parties have agreed on the Services to be provided and the provision of the Services, which the Customer uses and does not object to receiving them, has been actually commenced.

3.3. The Customer is obliged to actively cooperate and independently provide all the necessary information related to the necessary Services, specific parameters or intended use thereof in a timely manner. Without receiving timely instructions and information from the Customer, the Contractor may apply normal or average parameters to the Services.

3.4. Everything in previous communication and correspondence between the Parties, including discussed orally or expressed in e-mails, is not binding upon the Contractor until such conditions and obligations are included in writing in the Special Provisions, except if such communication refers to the information provided by the Customer to the Contractor, on the basis of which the Contractor has given approval or adjusted the Service, or commenced the actual provision of the Services.

3.5. The Contractor is entitled to unilaterally cancel a previously expressed offer or draft Special Provisions (including unilaterally signed) if the Customer's clear approval is not received or the necessary clarifying (additional) information is not received. In this case, the Contractor has no negative consequences or responsibility for not providing the Services.

3.6. In case where the provision of the Service is related to the use of the services offered by any third parties (for example, use of subscriptions, other services, etc., where the Contractor provides the implementation, support, consultation and other Services), then the Customer is aware that it is the recipient of the final service, who has direct relationship with the respective service provider. The Customer undertakes to comply with the regulations of the services of these third parties.

4. Provided services

4.1. The scope, description and procedure of provision of the Services offered by the Contractor are determined in the Contractor's General Service Provision Regulations, hereinafter referred to as the Service Provision Regulations. The fee for the Services offered by the Contractor is determined in the Contractor's Pricelist, hereinafter referred to as the Pricelist. The Customer confirms that it has acquainted itself with the Service Provision Regulations and the Pricelist in version as of the day of signing of this contract.

4.2. In order to facilitate the performance of contractual obligations, publication of the Pricelist and General Service Provision Regulations and mutual communication, the Contractor creates a customer account in the Contractor's service provision system available on the Internet, hereinafter referred to as the Customer Account. The Contractor assigns the Customer the Customer Account access details (username, password).

5. Contractual amount and payment procedure

5.1. The Customer undertakes to pay for the Services in accordance with the prices valid during the respective period (according to the Pricelist). Payment is made for the Services provided by the Contractor, taking into account both the services requested by the Customer and the amount of software services of the respective suppliers (for example, HansaWorld, Atlassian, Excellent, etc.), hereinafter referred to as the Supplier. In addition, the Customer covers the previously agreed direct costs, if any incurred in connection with the provision of the Services to the Customer (for example, travel, equipment expenses, etc.).

5.2. The Contractor issues an invoice for the Services provided in the current month, sending it to the Customer's e-mail address or the Customer Account. The Customer immediately informs the Contractor if it has not received the current invoice by the 10^th (tenth) date of the current month.

5.3. The Contractor issues an invoice for extraordinary or additional Services, as well as for connecting the Services, and sends it to the Customer's e-mail address or the Customer Account.

5.4. The Customer must pay the Contractor's invoice within 10 (ten) days from sending the invoice (or placing it in the Customer Account), making the payment to the Contractor's bank account specified in the invoice or by paying the invoice with a credit card or electronic means of payment accepted by the Contractor in the Customer Account.

5.5. If the Customer does not timely make the payment to be made in accordance with this contract (including the Contractor's invoice), the Customer pays the Contractor a contractual default interest in the amount of 0.25% (one quarter per cent) of the unpaid amount for each day of delay.

5.6. Any payments by the Customer provided for in this contract are deemed to have been made at the time when the entire amount is credited to the bank current account specified by the Contractor.

5.7. The parties agree that when the Contractor sends an invoice electronically to the Customer's e-mail address or makes it available in the Customer Account in accordance with this contract, the invoices are valid without signature.

6. Terms of application for and provision of Services

6.1. The Services are provided in the scope and quality complying with the Service Provision Regulations in force during the provision of Services.

6.2. When concluding this contract, the Customer is aware of the scope and conditions for provision of the Services, as well as the technical risks.

6.3. During the term of this contract, the Customer is entitled to request the provision of additional Services or changing the type or scope of the provided Services by sending a respective request to the Contractor. The request can be sent to the Contractor's e-mail or in the Customer Account, in the dedicated section ("Changes in services").

6.4. If the Contractor can provide the requested additional Service, it sends the Customer an offer and an invoice. Connection (provision) of additional Services takes place after acceptance of the order and payment of the respective invoice (if, according to the Contractor's invoice, full or partial advance payment is provided in addition to the connection of the Service). If the invoice is not paid, the Contractor, without additional notice, is entitled to not connect additional Services or disconnect them in case of a payment delay, if the provision thereof has already been commenced.

6.5. During the term of this contract, the Customer is entitled to refuse the Services in whole or in part by sending a respective request to the Contractor 30 (thirty) days in advance. The request can be sent to the Contractor's e-mail or in the Customer Account, in the dedicated section ("Changes in services"). The Customer must pay for all actually provided Services, including for the time while the Customer's request for changes to the scope of Services is processed, until the moment when the Services are terminated, but not more than 30 (thirty) days from the date of sending the request.

6.6. The Parties agree that the Contractor is entitled to amend the scope of provided Services without the Customer's request, according to the Supplier's or Contractor's services used by the Customer, number of licences and subscribers (users), modules. The Customer is obliged to pay for the provided Services according to their scope, but if the Customer does not agree with the scope of the provided Services, it is obliged to immediately inform the Contractor thereof in writing.

6.7. The Contractor is entitled at any time to unilaterally amend the Service Provision Regulations, the Provisions, the scope of the Services and the Pricelist (Price of the Services), by notifying the Customer thereof 30 (thirty) days in advance. Notification is made by sending an e-mail to the Customer's e-mail address or by sending information in the Customer's Customer account. In case where the Customer does not object to the changes in writing, the provision of the Services continues in compliance with the specified changes and they are binding upon the Parties. The Customer is entitled to refuse to receive further Services within 15 (fifteen) days from sending of the changes by e-mail or notification to the Customer Account with a notification to the Contractor in writing. The Contractor may terminate this contract or completely or partially cease providing the Services to the Customer if, after notification of the changes, the Customer objects to them.

6.8. In case where the Customer has not made all payments resulting from this contract and the delay exceeds 10 (ten) working days, or the Customer violates this contract or the Service Provision Regulations, the Contractor is entitled to immediately cease the provision of the Services, including access to services and data that could be in the Contractor's systems within the framework of the provision of the Services, by notifying the Customer thereof in writing 5 (five) days in advance.

6.9. The Contractor is entitled to fully or partially cease the provision of the Services or to immediately terminate this contract by notifying the Customer, if: (1) the Customer does not have a valid licence or subscription agreement for any of the software or database products used by the Customer; or (2) the Customer, by its actions or attitude, makes it difficult or impossible to provide the Services, and the Customer has not eliminated the deficiencies within 1 (one) day from the issuing of a written notification by the Contractor.

6.10. The Contractor is entitled to cooperate with other service providers for the provision of the Services, including by entrusting them with the provision of a part of the Services or individual Services, but the Contractor does not have such a specific obligation.

6.11. The Contractor makes backup copies of the data, however, the Customer is responsible for saving the data independently, therefore the Contractor is not responsible for complete or partial data loss occurring as a result of the use of the Services, the activities of the Contractor or any third parties.

6.12. The Customer is independently responsible for the suitability of its computer systems and data connections for receipt and use of the Services provided by the Supplier and the Contractor, unless the Parties have agreed on the provision of the Service for ensuring the computer system compliance, computer network maintenance.

6.13. The implementation works potentially required for the provision of the Services provided for in the contract are a subject of a separate contract or a separately requested Service (for performance of implementation, installation or training works).

6.14. Within the scope of this contract, the Contractor only provides the respective Services in accordance with the Service Provision Regulations. All works related to servicing, modifications, user training, transition to newer versions of the software delivered within the framework of the Services, reconnection of the Services are a subject of separate contracts or separate Services, which the Parties agree upon separately.

6.15. In case where the Service is not available, the Customer must inform the Contractor thereof immediately, but not later than within 3 (three) days, specifying the most accurate technical information and description of the Service (or a part thereof) that is not available. The Contractor is obliged to ensure the resumption of the provision of Services and the restoration of the operation of the infrastructure of the provision of Services under its control, in the time and in the order provided for in the provision of services.

6.16. The Parties cooperate in the field of improvement and provision of Services, informing each other about necessary or desirable improvements, changes.

7. Other commitments and obligations

7.1. The Customer is not entitled to either physical or administrative access to the Contractor's resources used to provide the Services.

7.2. When the Customer performs this contract, no ownership right to the resources used to provide the Services arises.

7.3. The Customer is entitled to only use the Services in accordance with their intended purpose, without violating the rights of the Contractor and/or any third parties, as well as without allowing the performance of illegal activities.

7.4. The Contractor undertakes to timely inform the Customer of potential disruptions in the provision of the Services, if any become known to the Contractor.

7.5. The Customer undertakes to notify the Contractor in writing of all possible computer system properties, peculiarities, software installation modes and deficiencies that the Contractor needs to know in order to perform the obligations of this contract and provide the Services.

7.6. In case where the Customer does not timely provide the information necessary for the provision of the Services or provides inaccurate or incorrect information due to its own fault, then the prevention of possible errors is done at the expense of the Customer and the Customer is liable to the Contractor and any and all third parties for damages caused by untimely, incomplete or incorrect information provided to the Contractor by the Customer.

7.7. In case where no objections have been received from the Customer regarding the provided Services within the specified term, the Services are considered provided and appropriate. In any case, the payment of the invoice is considered as acceptance of the Contractor's offer or the provided Services. When determining the scope of the provided Services, the Parties will follow the data in the Contractor's and Supplier's accounting systems.

7.8. The Customer is bound by requests and communications made using the Customer's e-mail or made in the Customer Account.

7.9. The Customer is responsible for the confidentiality of the Customer Account details (username, password) and the Customer must ensure that they do not become available to any third parties. The Customer is bound by the actions, received information and sent requests in the Customer Account.

8. Term of the contract and termination of the contract

8.1. The contract concluded by the Parties is valid from the moment of signing and is termless.

8.2. The Contract may be terminated in case of an agreement of the Parties.

8.3. The Contractor may terminate the contract by notifying the Customer in writing 5 (five) days in advance, if the Customer delays payment for longer than 10 (ten) calendar days, or if the Contractor informs the Customer of the termination of the contract one month in advance, or in other cases provided for in this contract.

8.4. The Customer may terminate the contract if the Customer informs the Contractor of the termination of the contract one month in advance. In case where the Customer terminates this contract without prior notice, the Customer pays the Contractor a penalty fee in the amount of one month's periodic payments. The payment of the penalty fee does not exempt from the performance of the contractual obligations.

8.5. If, at the expiry of the contract, the Contractor has provided the Services for which the Customer has not paid, then this contract, in respect of the unpaid Services, is valid until the mutual obligations of the Parties are performed.

8.6. Upon expiry of this contract, the Contractor immediately sends the Customer an invoice for all Services provided during the term of this contract that have not yet been paid.

8.7. Upon termination of this contract or the provision of Services, the Contractor is not obliged to ensure the preservation of any data that the Contractor has or may have obtained within the framework of the provision of the Services. The Contractor is entitled to delete and not retain such data, to act at its discretion.

8.8. The Contractor and the Customer are entitled to terminate the operation of the Contract unilaterally by notifying the other party in writing 5 days in advance, if the other Party improperly performs, fails to perform or violates the provisions of this Contract or does not meet the requirements provided for in this Contract (for example, the Party does not have the necessary licences, permits, certificates, etc., legal protection, insolvency proceedings have been initiated, liquidation proceedings have been initiated, economic activity has been suspended, etc.).

8.9. In addition to the cases provided for in the applicable legal enactments, it is considered that the Customer has not performed and/or will not perform its obligations and the Contractor is entitled to unilaterally terminate the provision of Services and/or terminate the contract if:

8.9.1. The Customer is in state of insolvency or liquidation;

8.9.2. The Customer's economic activity is suspended, interrupted or terminated;

8.9.3. The Customer submits an application for legal protection or requests other equivalent temporary regulation, which may cause the suspension of payment or recovery;

8.10. Imposition of any legal security of claim or seizure of the Customer's property by any third party.

9. Liability of the Parties

9.1. The Customer is responsible for the content and legality of all data created or stored in the Contractor's systems or processed using the Services, and also confirms that the Customer has all rights to handle this data (information). The Contractor is not responsible for the data and the content thereof processed by the Customer when using the Services.

9.2. The Contractor is responsible for providing the Services in accordance with this contract and the Service Provision Regulations, insofar as the provision of the Services depends on the resources and equipment managed by the Contractor.

9.3. The Contractor is not responsible for the stability or quality of telecommunications, Internet service providers, electric power providers or other third parties related to the provision of the Services, and communications, electric power disturbances cannot be considered non-provision of the Services or violations of quality

9.4. The Contractor is not financially or otherwise liable to the Customer or any third parties for computer system malfunctions, unavailability of Services, limitation of the provision of the Services, interruption of the Services, data loss, damage, deletion or leakage of information occurred: (1) as a result of actions and/or inaction of any third parties; or (2) as a result of effects of computer viruses, cyberattacks or software vulnerabilities; or (3) in case of technical breakdowns, internet communications disruptions or power outages; or (4) as a result of or under the influence of services provided by other persons; or (5) if the Contractor uses the rights provided for in the contract, the Service Provision Regulations or the law to cease provision of the Services or terminates this contract on its own initiative, including terminates access to the data or deletes the data stored in the technical resources used to provide the Services; or (6) under the effect of interactions between the Customer's hardware and software environment; or (7) in case of technological and equipment damage, malfunction.

9.5. The Contractor is not liable to the Customer or third parties for the use or impossibility of use of the Services and the direct, indirect or any other type of damage caused by them, lost profit or moral damage, regardless of the way the obligation arose, even if the Party has been warned in advance and the damage was foreseeable.

9.6. The Contractor is not liable for any damages that the Customer may incur due to the Customer's actions or inactivity based on any advice or recommendation given by the Contractor (including its consultants, managers or employees).

9.7. The Contractor's liability and its scope are defined in the Service Provision Regulations. The Contractor's liability arising out of or related to this contract in no event exceeds 50% (fifty per cent) of the amount of the last month's invoice.

10. The Contractor’s status

10.1. The parties acknowledge that the Contractor provides the Services provided under this contract independently. Therefore, the payment and provision of the Services provided by the Contractor is independent and is not related to the provision, availability or the right to provide or receive any other services used by the Supplier or other services used by the Customer.

11. Intellectual property rights

11.1. By using the Services, the Contractor and the respective third parties who are holders or owners of intellectual property rights retain all rights to the intellectual property of these persons and the Customer does not acquire any ownership right to it. When using the Services, the Customer is entitled to use the Contractor's intellectual property objects, as far as this follows from the type of the Services received and from the provisions of this contract. The Contractor may use its intellectual property rights as it sees fit, without any restrictions.

11.2. The Customer must independently and at its own expense ensure the right to use other objects of intellectual property rights, including, if necessary, by purchasing the Supplier's services, subscribers, licences.

12. Representations and warranties of the Parties

12.1. The Parties confirm that they are entitled to conclude the contract and assume the rights and obligations stipulated in it.

12.2. The Parties acknowledge that the exchange of information between the Parties in electronic form (e-mail using the Customer Account) within the scope of the contract is equivalent to the exchange of written and signed documents on paper.

13.  Force majeure 

13.1. Neither the Customer nor the Contractor are liable for the failure to perform the contractual obligations and so not assume the risk of accidental loss caused by the circumstances beyond their control, including but not limited to natural disasters, accidents, as well as regulations, laws, orders, decisions and other regulatory enactments issued by state authorities, administrative and municipal institutions. The Party that has found itself in force majeure circumstances must immediately inform the other Party thereof in writing within three days after the occurrence of force majeure circumstances. The Party must inform the other Party in writing of the end of force majeure circumstances and specify the moment from which it resumes the performance of its contractual obligations.

14. Confidentiality

14.1. During the validity of the contract and afterwards, the Customer and the Contractor are obliged to keep confidential all business information that became known to the Parties during the performance of the contract, during the provision of the Services, and the Parties are also obliged to do everything necessary to prevent the mentioned information from falling into the hands of any third parties. The Contractor's business partners, employees and subcontractors involved in the provision of the Services are not considered the third parties for the purpose of this clause.

14.2. The Contractor and the Customer are entitled to disclose information if required by law or necessary for the performance of contractual obligations or the protection of the Contractor's rights. The Contractor is entitled to disclose the Customer's data and information to its employees, subcontractors, suppliers to the extent necessary to perform its duties. By concluding the contract, the Customer authorises the Contractor to process the data and information provided by the Customer.

14.3. Information about the other Party's commercial activities, ownership rights in companies, business plans, customers, technologies, products, services and prices thereof, information about business negotiations and transactions, market research and other matters that are confidential or of significant commercial value to the Party will be considered confidential information. .

15. Expenses related to the conclusion of the contract

15.1. Each Party bears its own expenses incurred in connection with the conclusion of the contract.

16. Applicable law

16.1. The contract (including the Provisions) is drawn up in accordance with the laws of the Republic of Lithuaunia. All issues not agreed in the contract will be resolved in accordance with the laws of the Republic of Lithuaunia by applying the regulatory enactments of the Republic of Lithuaunia.

17. Dispute examination procedure

17.1. Any disputes or disagreements arising from the contract or affecting the contract (including the Provisions), amending, violation, termination, legality, validity or translation (interpretation) thereof are resolved through negotiations. If the Parties cannot resolve the dispute through negotiations, it is resolved in the court of the Republic of Lithuaunia.

18. Scope of the contract

18.1. The Contract fully confirms the agreement of the Parties. By signing the Special Provisions of the contract, the Parties confirm that they are well aware of the meaning and importance of the contract, the scope of obligations, incl. the Provisions and the references made in those and are willing to conclude it. After the conclusion of the contract, all previous negotiations and correspondence between the Parties prior to the signing of the contract in relation to the subject of the contract become invalid.

18.2. No oral supplements are considered contractual provisions. Any changes in the provisions of the contract will only come into force after made in writing and signed by both Parties, except in cases where, in accordance with the Provisions, the Contractor has unilaterally announced amendments to the Provisions and they come into force if no objections are received from the Customer.

18.3. When determining the scope of the obligations and rights arising from the contract, the Parties are bound by the Service Provision Regulations and the Pricelist in the version in force at the time of the provision of the Services.

18.4. Section designations used in the Provisions are used for convenience and do not affect the interpretation of individual paragraphs.

18.5. The Contract is binding upon the Parties, authorised representatives of the Parties, employees of the Parties, as well as the legal successors of the Parties.

18.6. The Contract is concluded between independent Parties and the conclusion thereof does not create a joint venture, company or other type of cooperative association between the Parties.

18.7. Neither Party can transfer its rights and obligations specified in the contract to any third party without the consent of the other Party in writing.

18.8. In case where one or more provisions of the contract become invalid, illegal or unenforceable in any way, this does not in any way affect or limit the validity, legality and enforceability of the other provisions. The invalid, illegal or unenforceable provision is replaced by the Parties immediately with another legal and enforceable provision that is as similar as possible in terms of meaning.

19. Changes in details of the Parties

19.1. The Party undertakes to immediately notify the other Party of any change of phone numbers and/or e-mail, postal address or registered office.