TransKL

SAAS AGREEMENT: TERMS & CONDITIONS

This Software as a Service Agreement (hereinafter referred to as the "Agreement") is concluded between MB "402 Solutions", registered office at J. Janonio g. 1-26, Gargzdai, LT-96125 Klaipedos r., Lithuania (hereinafter referred to as the "Service Provider"), doing business as TRANSKL and CLIENT (hereinafter referred to as the "Client"). The Service Provider and the Client are collectively referred to as the "Parties", and each individually as the "Party".

DEFINITIONS

The terms used in this Agreement have the following definitions:

  • Agreement - this Software as a Service Agreement together with the Order and its annexes.
  • Effective Date - the day on which the Parties sign the Agreement and pay the invoice.
  • Service Provider - MB "402 Solutions", providing access to the Solution under this Agreement.
  • Customer - a legal entity that has concluded this Agreement and uses the Solution.
  • Solution - software provided on a Software as a Service (SaaS) basis, including its functionalities, updates and versions.
  • Order - an order form or subscription confirmation that specifies the selected plan, Fees, and Subscription Period.
  • Subscription Period - the period for which the Customer has paid the Fees and during which access to the Solution is valid.
  • User - an employee or contractor of the Client who is authorized to use the Solution on behalf of the Client.
  • Fees - Subscription fees paid by Customer for access to the Solution as specified in the Order.
  • Customer Data - any business data that Customer submits, uploads or otherwise transmits using the Solution.
  • Aggregated Data - anonymized and aggregated data obtained using the Solution that does not allow for direct or indirect identification of the Customer, its Users or business transactions.
  • Confidential Information - any non-public information that one Party discloses to the other Party in the performance of this Agreement, regardless of the form in which it is presented.
  • Applicable Laws - all legal acts applicable to the Parties and the performance of this Agreement.
  • Term - the period during which this Agreement is valid in accordance with its provisions.
  • Subscription Cancellation - The Customer's decision to terminate the subscription, which takes effect after the end of the current Subscription period.

1. CONTRACT TERM

1.1

The Agreement shall enter into force on the Effective Date and shall remain in effect as long as Customer has an active and paid subscription.

1.2

The Subscription shall automatically renew for the duration of each paid Subscription Period unless Customer cancels it before the end of the current period.

1.3

Upon termination of the Subscription, access to the Solution shall be valid until the end of the paid Subscription Period and shall automatically terminate thereafter.

2. PROVISION OF SOLUTION

2.1

The Service Provider grants the Client a non-exclusive, non-sublicensable and non-transferable right to use the Solution solely for the Client's internal business needs.

3. SUPPORT SERVICES

3.1

The Service Provider provides technical support on a reasonable commercial effort basis. Technical support is provided without any service level commitments (SLA), response times or performance guarantees.

4. SERVICE RESTRICTIONS

4.1

The Client will use the Solution solely for the purpose of decision-making support or, where agreed, other business processes in the ordinary course of the Client's business and will not resell, rent or lend out the Solution.

4.2

The Client will not make the User functionality of the Solution available to third parties save for individuals contracted by the Client and working under its direct supervision.

4.3

The Client will not, and shall ensure that the Users will not, circumvent any access control measures in the Solution nor attempt to do so.

4.4

The Client will not, and shall ensure that the Users will not, use the Solution:

  • 4.4.1 in a way prohibited by law, regulation, governmental order or decree.
  • 4.4.2 to try to gain unauthorised access to or disrupt any service, data, account or network by any means.
  • 4.4.3 in a way that could harm the Solution or impair anyone else's use of it.

4.5

The Client shall ensure that the Users comply with the terms of use and restrictions set out in this Agreement for the Solution that apply to the Client as if they entered into this Agreement in place of the Client. The Client shall be fully responsible and liable to TRANSKL for all acts and omissions of Users and for any Fees payable in respect of their use of the Solution.

4.6

The Client will immediately revoke access to the Solution for any User:

  • 4.6.1 it knows or suspects has breached.
  • 4.6.2 if TRANSKL informs the Client that the User has breached any of the terms of use or restrictions set out in this Agreement for the Solution.

4.7

The Customer must ensure that Users use the Solution in accordance with the provisions of this Agreement. The Customer is responsible for all actions and omissions of Users.

5. FEES

5.1

The Customer pays the subscription fee set out in the Order in advance for the Subscription Period.

5.2

Access to the Solution is provided only for the paid Subscription period.

5.3

In the event of non-payment for the next Subscription period, the Service Provider has the right to suspend access to the Solution without prior notice and without any liability to the Customer.

5.4

Upon termination of the subscription, fees paid are not refundable.

6. INTELLECTUAL PROPERTY

6.1

All Intellectual Property Rights subsisting in the Solution (including every Release) and any documentation relating thereto or subsisting in any other works provided by TRANSKL in the course of providing the Solution will belong to TRANSKL. Although the Intellectual Property Rights subsisting in the Solution are owned by TRANSKL, the details of how the release was configured to create the Solution for the Client are also the Client's Confidential Information and will not be disclosed by TRANSKL to third parties.

6.2

The Client acknowledges that TRANSKL also retains all rights, title and interest in and to all software development, tools, knowhow, methodologies, processes, technologies or algorithms used to provide the Solution and that TRANSKL will be free to use the same during and after the Term.

6.3

The Client retains all rights to the Client's data. The Service Provider has the right to use only anonymized and aggregated data that does not allow for direct or indirect identification of the Client or its business operations, exclusively for the analysis and improvement of the Solution's performance.

7. WARRANTIES

7.1

Each of the Parties warrants as of the Effective Date and continuing until the end of the Term that:

  • 7.1.1 it will use all reasonable endeavours to ensure that no viruses or other malware are introduced into the Solution by it or its representatives.
  • 7.1.2 it will comply with Applicable Laws when performing its obligations under this Agreement or (in the case of the Client only) using the Solution.

7.2

The Service Provider undertakes to provide access to the Solution in accordance with professional care and good IT practices.

7.3

TRANSKL does not represent or warrant that the operation of the Solution will be uninterrupted or error-free at all times, or that all cosmetic or other trivial defects will be corrected.

7.4

The Client acknowledges and accepts that the Client is solely responsible for providing Client Materials and for their completeness and accuracy.

8. CONSEQUENCES OF TERMINATION OR EXPIRY

8.1

Upon termination or expiry of this Agreement, TRANSKL will immediately cease provision of the Solution after the paid period ends.

8.2

The Client shall promptly pay TRANSKL all fees charged and all expenses properly incurred prior to the date of such termination or expiration.

8.3

All Confidential Information (and all copies thereof) of a Party will be returned to that Party or will be destroyed, with written certification thereof being provided by the other Party. The Client will immediately destroy or return to TRANSKL (at TRANSKL's sole discretion) any documentation or other materials relating to the Solution then in its possession or under its control.

8.4

Upon termination of the Agreement, the Service Provider shall delete the Client's data within a reasonable period of time, except in cases where their storage is required by law.

9. LIABILITIES

9.1

The Service Provider is not liable for indirect losses, including loss of income, loss of reputation or loss of data, except in cases where limitation of liability is prohibited by applicable law.

9.2

The Service Provider's total liability under this Agreement, regardless of the basis for the claim, may not exceed the amount actually paid by the Client for the last twelve (12) months prior to the date of the claim.

10. FORCE MAJEURE

10.1

Neither Party shall be responsible or liable for delays in or suspension of performance caused by force majeure, including acts of governmental authorities, strikes or labour disputes, natural disasters, fires or other loss of manufacturing facilities, breach by suppliers of supply agreements, or other causes beyond the reasonable control of that Party ("Force Majeure Events").

10.2

If either Party is affected by a Force Majeure Event, it shall immediately notify the other Party of the matters constituting the Force Majeure Event and shall keep that Party fully informed of the continuance of the Force Majeure Event and of any relevant change of circumstances whilst such Force Majeure Event continues.

10.3

The Party affected by the Force Majeure Event shall take all reasonable steps available to it to minimise the effects of Force Majeure Event on the performance of its obligations under this Agreement.

10.4

If the Force Majeure Event continues for longer than 30 days, either Party may terminate this Agreement on notice to the other.

11. CONFIDENTIALITY

11.1

The Parties will not disclose or use any Confidential Information of the other Party except as necessary to fulfil their obligations under this Agreement.

11.2

Each Party agrees that Confidential Information shall not include information that:

  • 11.2.1 is or becomes publicly known other than through any act or omission of the receiving Party.
  • 11.2.2 is in the other Party's lawful possession without an obligation of confidence before the disclosure.
  • 11.2.3 is lawfully disclosed to the receiving Party by a third party without an obligation of confidence.
  • 11.2.4 is independently developed by the receiving Party without recourse to the Confidential Information, which independent development can be shown by written evidence.
  • 11.2.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

11.3

On termination or expiry of this Agreement for any reason then, upon written request, all Confidential Information (and all copies thereof) owned by the requesting Party will be returned to the requesting Party at the requesting Party's expense or will be destroyed, with written certification thereof being given to the requesting Party.

11.4

The provisions of this Confidentiality section shall survive the expiration or termination of this Agreement for a period of five (5) years.

12. DATA PROTECTION

12.1

The solution is intended for business data. The Client undertakes not to upload data of either a natural or legal person unless there is a separate legal basis and agreement between the parties.

12.2

If the Client transfers personal data, he is responsible for the lawfulness of such transfer. If necessary, the Parties will conclude a separate data processing agreement.

13. CLIENT OBLIGATIONS

13.1

Client will:

  • 13.1.1 fulfil all of the Client Responsibilities specified in an Order.
  • 13.1.2 cooperate with TRANSKL.
  • 13.1.3 provide responses, decisions, and approvals to TRANSKL as soon as practicable.
  • 13.1.4 communicate to TRANSKL's team, clearly and in a timely manner any constraints imposed by the Client's operations or availability of resources which may affect any agreed timings.

13.2

The Service Provider has the right to monitor the logs and technical parameters of the Solution usage only to the extent necessary to ensure security, prevent abuse or control the calculation of fees.

14. MISCELLANEOUS

14.1

The Parties to this Agreement are independent contractors. There is no relationship of agency, partnership, joint venture, employment or franchise between the Parties. Neither Party nor its employees have the authority to bind or commit the other Party in any way or to incur any obligation on its behalf.

14.2

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The Parties acknowledge and accept that if a Party applies an electronic signature to any document forming part of this Agreement it will have intended to authenticate that document (that is, have intended to sign and be bound by it).

14.3

If any provision of this Agreement shall be held void, invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect.

14.4

Except as specifically provided herein, this Agreement may not be amended or supplemented, nor any of the provisions hereof waived except by an agreement in writing signed by TRANSKL and the Client.

14.5

Neither Party shall be entitled to assign its rights under this Agreement to any third party without the prior written consent of the other Party, except that TRANSKL shall be entitled to novate or assign its rights under this Agreement to an Affiliate and the Client will execute any documentation reasonably required to do so.

14.6

This Agreement represents the entire agreement between the parties. Each Party warrants that no representation not recorded in this Agreement has been made which has induced the other to enter into this Agreement. Nothing in this clause shall limit or exclude any liability of either Party for fraud or fraudulent misrepresentation.

14.7

Any failure to exercise or any delay in exercising a right or remedy provided this Agreement or at law or in equity shall not constitute a waiver of the rights or remedies or a waiver of any other rights or remedies. A waiver of a breach of any of the terms of this Agreement shall not constitute a waiver of any other breach and shall not affect the other terms of this Agreement.

15. DISPUTE RESOLUTION

15.1

This Agreement shall be governed by and construed in accordance with the laws of Lithuania. Both Parties submit to the exclusive jurisdiction of the Lithuanian courts.

15.2

The English language version of the Agreement shall prevail in the interpretation of the Agreement.