Terms and Conditions

Version: July 26, 2021

Terms and conditions for the provision of services

1. General

1.1. These Terms and Conditions for the Provision of Services set out the terms, conditions and procedure for the provision of Services by UAB NFQ Technologies (hereinafter – NFQ), legal entity code 135867375, registered address Brastos str. 15, Kaunas, Kaunas city municipality, Republic of Lithuania. Together with the relevant Services Agreement (hereinafter – Services Agreement) and other agreements between NFQ and You, these Terms and Conditions provide conditions for effective provision of different Services to You and ensuring the quality of the Services

1.2. These Terms and Conditions shall apply in all cases when You order and use NFQ Services regardless of the manner and form of Your Services order.

1.3. These Terms and Conditions are subject to change from time to time, so for the provision of certain Services the Terms and Conditions shall apply which:

1.3.1. were valid at the time of signing the Services Agreement, if the Services are provided to You on the basis of the written Services Agreement, including orders placed under the Services Agreement and/or enquires made under the valid Services order;

1.3.2. were valid at the time of ordering the Services, if the Services were ordered in a different manner and/or form than by concluding a written Services Agreement.

1.4. For the avoidance of doubt, each time when You order NFQ Services (i.e., by concluding the Services Agreement or in any other manner or form) You confirm that You are familiar with the relevant version of the Terms and Conditions (applicable in accordance with Paragraphs 1.3.1–1.3.2 herein), agree to the relevant version of the Terms and Conditions, and undertake to comply with them until full discharge of Your and NFQ obligations.

1.5. In the event of any inconsistencies between these Terms and Conditions and the Services Agreement concluded between NFQ and You, or any other agreement which lays down special conditions for the provision of Services, the relevant provisions of the Services Agreement or another document shall apply.

2. Definitions

2.1. Services system has the meaning specified in Paragraph 4.1 of these Terms and Conditions;

2.2. Business day means any day other than Saturday and Sunday and official holidays;

2.3. Working hours means an astronomical hour between 9.00 and 18.00 on weekdays, and one hour shorter on business days preceding official holidays.

2.4. Intellectual property shall be understood as aggregate rights with respect to the results of intellectual activities and objects related to such results protected by law and international agreements;

2.5. You means the Client;

2.6. Error means functional or procedural discrepancy between the procedures or

actions defined in the documents and in the descriptions through no fault of the Client or third parties, where the described result can be achieved by performing other procedures or actions that do not require special training;

2.7. Client means any natural or legal person who orders NFQ Services;

2.8. Critical Error means functional or procedural discrepancy between the

essential procedures or actions defined in the documents and in the descriptions through no fault of the Client or third parties, where the described result can be achieved by performing other procedures or actions that do not require special training;

2.9. We means NFQ;

2.10. Services means all Services provided by NFQ to Clients at any time. The list of Services may be updated, amended, and supplemented at any time, and these Terms and Conditions shall apply to all Services. Specific provisions related to the provision of a certain type of Services will be provided for in a separate Services agreement concluded with the Client;

2.11. Terms and Conditions means these terms and conditions;

2.12. Defect means functional or procedural discrepancy between the procedures or

actions defined in the documents and in the descriptions through no fault of the Client or third parties, which causes inconvenience, but does not prevent from working with or using the system, or it occurs only in very specific situations or very rarely and does not cause any inconvenience in using the system.

3. Services system

3.1. For the purposes of providing Services, we use the Services system with the help of which You can manage Your ordered Services, results of the Services, order additional Services, make claims regarding defective Services, register errors and perform other actions that our system allows you to perform (hereinafter – Services System).

3.2. When concluding the Services Agreement, we may provide You with the login data to the Services System. You shall have no the right to transfer your login data to any third party. If You breach this requirement and therefore NFQ incurs losses, You have the obligation to compensate for such losses.

3.3. NFQ protects and exclusively owns or lawfully exercises all rights to the Services System, its content, functions, its technical part and the works contained therein. No content or information contained in the Services System, other than the content uploaded by You to the Services System, can be reproduced, copied, published,

translated, made available to the public (including its publication and public display) or distributed without prior written consent of NFQ.

4. Ordering of Services

4.1. When ordering our Services for the first time, the scope of the ordered Services is indicated in the Services Agreement concluded between You and NFQ. All subsequent Services of the same type shall be ordered by placing an order based on the Services Agreement.

4.2. If You wish to order other types of Services, a new Services Agreement for the new type of Services shall be concluded.

4.3. You have the right to order additional Services on the basis of the valid Services order (if such additional Services in their essence do not mean a new order as provided for in Paragraph 4.2 herein), and you can order such additional Services by submitting an enquiry to NFQ by e-mail specified in the Services Agreement or in the order.

4.4. NFQ shall reply to your enquiry within 3 (three) Business days. If NFQ fails to reply to You within the term specified in this paragraph, it shall be considered that the additional Services have not been ordered and You must place a new order for additional Services.

5. Procedure for the provision and transfer of Services

5.1. The procedure for the provision and transfer of Services shall be specified in the Services Agreement regarding particular Services.

6. Warranties, procedure for their application

6.1. The Services provided by NFQ are covered under 6 (six) month warranty, unless otherwise specified in the Services Agreement concluded with You. The terms for the application/exclusion of the warranty will be specified in the Services Agreement concluded with You depending on the specific Services provided to You.

7. Procedure for registration and rectification of Services defects during the warranty period

7.1. During the warranty period (if applicable), You can register Critical Errors, Errors or Defects identified in the Services System. We will respond to the recorded notification of Critical Errors, Errors and Defects and will rectify them under the following terms:

7.1.1. in the event of a Critical Error: we will respond within 4 Working hours from the moment of the registration of any such Critical Error in the Services System and we will rectify the Critical Error within the technologically shortest possible time, depending on how busy we are, but in all cases we will notify the preliminary time it will take to rectify the Critical Error;

7.1.2. in the event of an Error/Defect of a very high priority: we will respond within 8 Working hours from the moment of the registration of any such Error/Defect in the Services System;

7.1.3. in the event of a Defect that causes inconvenience, but does not interfere with the operation and use of the system: standard priority – we will respond within 16 Working hours from the moment of the registration of any such Defect in the Services System;

7.1.4. in the event of a Defect that occurs only in very specific situations or very rarely and does not cause any inconvenience in using the System: low priority – we will respond within 24 Working hours from the moment of the registration of any such Defect in the Services System;

7.1.5. in the event of a Defect where You make comments regarding inconvenient operation of the System, resulting from incorrect non-essential changes to the text, etc., but where such Defect does not cause any inconvenience in using the System: very low priority – we will respond within 40 Working hours from the moment of the registration of any such Defect in the Services System.

7.2. The terms specified in Paragraph 7.1 herein shall be calculated from 9:00 a.m. of the next Business day following the notification of the defect of the Services (after the registration of the defect in the Services System), if such notification is made after the end of Working hours. If the notification is received during Working hours, the calculation of the term shall start from the moment of the registration of the notification in the Services System.

7.3. NFQ, having assessed the Critical Errors, Errors and Defects registered by You and having established that they are reasonable and caused through the fault of NFQ, shall rectify them in accordance with the procedure and terms provided for in this section of the Terms and Conditions. For the sake of clarity, it shall be noted that Critical Errors, Errors and Defects identified during the warranty period (if applicable) shall be rectified at NFQ’s expense.

8. Liability

8.1. NFQ shall be liable for the damage incurred by You if the damage is caused by the breach of the agreement or applicable provisions of the law by NFQ. You shall not be entitled to make any claim for compensation in other cases, unless such right is provided for in the agreement or in the applicable legal acts. For the sake of clarity, NFQ is not liable for non-performance or improper performance of the obligations assumed under the agreement and for the damage resulting from such non-performance or improper performance, if this occurs through the fault of the third party for the actions or omissions of which NFQ is not liable, subject to the exceptions provided for in the applicable legal acts.

8.2. If NFQ fails to provide the Services within the term agreed through its own fault, You shall be entitled to claim a delay penalty of 0.02% of the price of the Services which have not been provided in time.

8.3. Notwithstanding other provisions, regardless of where they were laid down – in these Terms and Conditions, the agreement concluded between NFQ and You or any other agreement – NFQ shall not be liable for any special, indirect or incidental, operational or consequential losses, third party claims and/or any loss of data, income, profits, customers, reputation or interests and other cases where damages were incurred, unless otherwise provided for in the Agreement.

8.4. Notwithstanding any other provisions of the Agreement, the liability of NFQ in Your respect shall be limited to the amount paid by You to NFQ, unless the limitation of liability is prevented by applicable legal acts.

8.5. NFQ shall not be liable for any damage caused to You by the circumstances which NFQ cannot control and/or which occurred through Your fault. NFQ shall not be liable for damages caused to third parties because they used the result of NFQ Services, although the result of the Services was intended exclusively for You and Your needs.

8.6. Where you use the Services System and therefore you are provided with login data for the Services System, You must ensure that such login data is shared with/made available only to Your employees who cooperate with NFQ and only for the term required to provide Services to You. If the login data for the Services System is used by Your other employees who do not cooperate with NFQ during the provision of Services or use the login data after the term for access to the Services System has expired, and as a result You and/or NFQ incur damages, You shall not be entitled to claim compensation for your losses against NFQ and you must compensate for NFQ losses incurred in connection with the unauthorized use of the Services System.

8.7. For the avoidance of doubts and any disputes, if You delay payments to NFQ for the Services provided in accordance with the procedure and under the terms and conditions of the Agreement, seeking to defend its rights NFQ shall contact third parties to recover the outstanding amounts and You shall pay not only all outstanding amounts to NFQ, but also additional costs incurred as a result of non-performance or improper performance of Your obligations, including if You fail to pay in time the amounts due to NFQ. Such payments shall be made no later than within 5 (five) Business days after NFQ’s request.

8.8. NFQ and/or You shall be exempted from non-performance in part or in full of Your obligations, if this is due to the force majeure circumstances. A detailed list of the force majeure circumstances has been approved by Resolution No 840 of the Government of Lithuania as of 15 July 1996. The Parties must notify each other in writing of the occurrence or the end of such circumstances (force majeure) without delay, i.e., within the objectively shortest possible time.

9. Procedure for refusal, suspension and termination of Services

9.1. NFQ shall have the right to suspend the provision of part or all Services at its discretion in the following cases:

9.1.1. You delay to make payment under the Agreement for more than 5 (five) Business days, unless otherwise provided for in the Services Agreement or otherwise agreed separately in writing;

9.1.2. You fail to provide the information, data and/or documents required for the provision of the Services;

9.1.3. You notify or NFQ establishes that You have provided incorrect and incomplete information, data and/or documents, as a result of which NFQ cannot fulfil its obligations;

9.1.4. You have infringed NFQ’s intellectual property rights;

9.1.5. You have breached any provision of the agreement concluded with NFQ, any

provision of these Terms and Conditions, which is essential for the fulfilment of NFQ’s obligations under the Agreement;

9.1.6. Bankruptcy or restructuring proceedings have been filed against You or liquidation has been initiated against You or there are other circumstances which make it clear that You will not be able to properly pay for the Services which have been provided to You;

9.1.7. In other cases provided for in the Services Agreement concluded with You and in other cases provided for in legal acts.

9.2. For the sake of clarity, the list of the cases specified in Paragraph 9.1 of these Terms and Conditions where NFQ may suspend the provision of the Services or part thereof is not exhaustive and specific cases where NFQ may exercise such right may be provided for in the Services Agreement concluded with You, depending on the type of the Services provided to You.

9.3. If the provision of Services is suspended through Your fault due to the conditions specified in Paragraph 9.1.1 and You have not paid NFQ, you shall have no rights with respect to the results of the Services and any use of the Services and their result without the written consent of NFQ will be considered unlawful. You must compensate NFQ for the loss incurred due to such unauthorized use of the Services.

9.4. Where NFQ takes a decision to suspend the provision of Services or part thereof, it shall notify You thereof by email sent to the address indicated by You, by specifying the scope, reason and term for any such suspension. The notification specified in this Paragraph must be made at least 3 (three) Business days before the suspension of the Services. The term for the suspension and renewal of the Services depends on the type of the Services and NFQ shall have right to decide regarding this unilaterally.

9.5. Where the provision of the Services or part thereof is suspended through Your fault and such suspension lasts for more than 30 (thirty) calendar days inclusive, and within that period You do not remove the reason for suspension of the provision of the Services or part thereof, NFQ shall have the right by giving 14 (fourteen) calendar days written notice, to terminate a specific order and/or agreement, and You must pay NFQ all amounts due and fully compensate for NFQ losses incurred during the entire period until the termination of the agreement/order, regardless of whether the Services were actually provided or not.

9.6. Your right to refuse the Services or part thereof is provided for in the Services Agreement concluded with NFQ, depending on the type of the Services ordered by You.

9.7. If you refuse all Services ordered by You according to the terms and conditions of the Agreement, it shall be deemed that the Agreement has been terminated at Your request and NFQ shall calculate the amounts due by You, including any delay penalties (if applicable by NFQ according to the Agreement or these Terms and Conditions), other amounts due for damages (if applicable by NFQ according to the Agreement or these Terms and Conditions) and You must pay all such amounts in accordance with the procedure and terms provided for in the VAT invoice.

10. Confidentiality

10.1. NFQ undertakes to use confidential information (as it is defined in the Services Agreement or any other agreement between NFQ and You) exclusively for the purposes of providing Services.

10.2. NFQ shall have the right to transfer confidential information to its subcontractors to the extent this is necessary for the provision of the Services, provided that NFQ ensures the protection of the disclosed confidential information and remains fully responsible for any such disclosure.

10.3. For marketing purposes, NFQ shall have the right to disclose and publish the information that You are using NFQ’s Services. Public disclosure and publication of the information specified in this paragraph shall not constitute the breach of the confidentiality obligation. If You do not wish that the information about You as an NFQ client be disclosed, You must indicate this in the Services Agreement.

10.4. If You fail to fulfil your payment obligation, NFQ shall have the right to defend its breached rights and to transfer information about you to its legal advisers (lawyers), consultants and debt recovery companies without Your separate consent or permission and such communication will not be considered the breach of the confidentiality obligation.

10.5. NFQ has insured its professional civil liability for breaches of confidentiality obligations. Insurance cover is valid for the entire term of the agreement with You.

10.6. If the breach of certain provisions of the confidentiality obligation is considered to be a non-insured event, NFQ shall compensate for Your losses in accordance with the procedure laid down in these Terms and Conditions.

10.7. The insurer of NFQ shall compensate for Your direct losses and for the indirect losses, which You can prove by providing written evidence thereof, resulting from the breach or improper performance of the confidentiality obligations by NFQ under these Terms or Conditions or the agreement, not exceeding the insured amounts specified in the insurance policy.

10.8. If NFQ fails to perform its confidentiality obligations or fails to perform them properly, it undertakes to compensate Your direct losses to the extent that the amount of the incurred losses is not covered or is not fully covered by the insurer (to cover the difference between the amount of direct losses you have incurred and the amount reimbursed by the insurance company). In any case, notwithstanding other provisions of these Terms and Conditions, where the obligation to compensate for Your losses arises for NFQ and not for the insurer, NFQ shall only compensate for the direct losses incurred by You, and the total amount of direct losses may not exceed the total price for the Services paid by You.

11. Use of personal data

11.1. NFQ represents and warrants that it has the right to manage, collect, store or otherwise process personal data and that it complies with the requirements laid down in applicable legal acts. NFQ also represents that it has appropriate organizational and technical tools to ensure that no third unauthorized persons would use the personal data managed, collected, stored or otherwise processed by NFQ. For detailed information on the processing of personal data by NFQ and the rights of data subjects, please see the presentation by NFQ on the processing of personal data available at https://www.nfq.com/gdpr-policy.

12. Notifications

12.1. All notifications by NFQ and You shall be made to the addresses specified by the Parties. All correspondence, except for the claims and the settlement of other disputed issues, shall be exercised by email, unless otherwise provided for in the agreement. Emails and documents provided by email shall have the power of a written document.

12.2. Notifications and other correspondence by one Party shall be deemed to have been received by the other Party: (i) on the day when they are served, if they are delivered personally against signature; (ii) on the third Business day following dispatch in the territory of the Republic of Lithuania and on the fifth Business day, if sent abroad by registered mail; (iii) on the next calendar day if sent by email.

12.3. NFQ and You must notify the other Party of any change of addresses, telephone numbers, email addresses immediately, but no later than within 3 (three) calendar days. If any of the Parties fails to fulfil the obligation specified in this Paragraph, notifications and other correspondence sent to it by the other Party to the last known address shall be deemed to have been duly served.

13. Applicable law, dispute settlement

13.1. These Terms and Conditions are governed and shall be interpreted in accordance with the law of the Republic of Lithuania.

13.2. Any disagreements, disputes or claims arising from or related to these Terms and Conditions, including the provision of Services to You, shall be settled by negotiation. If within 14 (fourteen) calendar days the Parties fail to resolve the disagreement, dispute or claim by negotiation, such disagreement, dispute or claim shall be settled at Vilnius Court of Commercial Arbitration (legal entity code 195776161) in accordance with the regulations of the Arbitration Procedure of Vilnius Court of Commercial Arbitration, which the Parties recognize as an integral part of their arbitration agreement.

The disagreements, disputes or claims shall be settled by a panel of three arbitrators, one arbitrator from each of the Parties and the third arbitrator and the chairperson of the panel shall be appointed by the designated arbitrators. Arbitration sittings will be held in Vilnius, Lithuania, in the Lithuanian language. The losing Party must reimburse all expenses of Vilnius Court of Commercial Arbitration and of the winning Party incurred as a result of the settlement of the dispute between the Parties.

The disagreements, disputes or claims shall be settled by a panel of three arbitrators, one arbitrator from each of the Parties and the third arbitrator and the chairperson of the panel shall be appointed by the designated arbitrators. Arbitration sittings will be held in Vilnius, Lithuania, in the Lithuanian language. The losing Party must reimburse all expenses of Vilnius Court of Commercial Arbitration and of the winning Party incurred as a result of the settlement of the dispute between the Parties.

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