Applicable only in cases when Special Terms indicate so.
These general terms (hereinafter – General Terms) for the provision of services entered into force in 2022-10-01.
These General Terms apply to services provided by UAB AMZ Crew, legal entity code 304374906, (hereinafter - Service Provider or we/us) when Service provider and Customer (as indicated in Special Terms) enter into services agreement (hereinafter – Agreement) and sign Special Terms.
As a general rule, hiring us and entering into a contract for services is formalized by signing the Special Terms (hereinafter - Special Terms). Special Terms shall prevail over the provisions of General Terms.
1.1. Parties have agreed that Service Provider provides the Customer with services (hereinafter – Services) stipulated in Special Terms.
1.2. Additional services (other than indicated in Special Terms) are provided upon additional written agreement/annex between Parties, which forms integral part of the Agreement since the moment of signing.
2. PARTIES’ RIGHTS AND DUTIES
2.1. The Service Provider undertakes to:
2.1.1. Comply with agreed conditions while executing the Agreement.
2.1.2. Provide Services on the basis of laws and other regulatory acts valid at the time when Services are provided and following universally acknowledged practice for the provision of the Services.
2.2. Service Provider has the right to:
2.2.1. Choose methods and means for the execution of the Agreement at his own discretion;
2.2.2. Diverge from the conditions of the Agreement or Customer’s orders, if under specific circumstances it is necessary for the order to be executed and/or for Customer’s interests;
2.2.3. Receive timely payment for provided Services under terms and procedure established in the Agreement.
2.3. The Customer undertakes to:
2.3.1. Timely submit all necessary documents to the Service Provider as well as information and material related to the latter, which is necessary for the Service Provider to provide Services on agreed time and terms.
2.3.2. Timely pay for provided Services on time according to the invoices submitted by the Service Provider.
Pay the Service Provider for additional costs related to the provision of Services to the Customer, provided those expenses were coordinated with the 2.3.3. Customer and the Customer consented to them.
3. PROCEDURE OF THE PROVISION OF SERVICES
3.1. The Service Provider provides Services indicated in Special Terms. Additional Services are provided as determined in clause 1.2 of General Terms.
3.2. The Service Provider obliges to perform Services upon term agreed between Parties in Special Terms or corresponding annex, if there is no delay from Customer’s side. Services are considered to be duly provided when the Service Provider issues VAT invoice to the Customer for provided Services. If due to any Customer’s delay it is impossible to provide Services and this is a condition on being late to provide Services for more than 30 calendar days as of agreed term, in such a case, the Service Provider has the right to terminate the Agreement unilaterally or not to provide Services (on Service Provider’s decision), and keep to himself any advance payment paid by the Customer and to require to compensate any losses incurred by the Service Provider, which are not compensated with the amount of advance payment paid by the Customer. Services are to be provided only when the Service Provider receives an advance payment, if it is established in Special Terms or specific annex to the Agreement.
3.3. Provision of Services is confirmed when Parties sign Act on Transfer-Acceptance of the Services. The Service Provider sends Act on Transfer-Acceptance of the Services to Customer by e-mail, indicated in Special Terms, and the Customer has to approve this Act within 1 (one) business day as of its receipt or to provide comments. If the Customer does not provide comments during the term established, it is considered that Services were provided properly and the Service Provider acquires the right to issue a VAT invoice for provided Services.
3.4. If the Agreement cannot be executed due to circumstances, which none of the Parties is responsible for, the Customer has to compensate to the Service Provider only costs that he incurred factually, however, Service Provider is not obliged to return an advance payment.
4. PAYMENT PROCEDURE
4.1. Parties specify payment procedure in Special Terms or the particular annex to the Agreement, which becomes inseparable part of the Agreement as of the day of signing.
4.2. Payment date of all settlements and payments due to be paid under the Agreement, including forfeit, if it was calculated, is the day when funds are accounted into a corresponding Party’s bank account, which is indicated in this Agreement.
5. CONFIDENTIALITY, PERSOLAN DATA PROTECTION
5.1. Parties undertake to preserve confidentiality of information, that was provided by Parties to each other, including, but not limited to personal data, also, confidentiality of the contents of the Agreement and not to disclose any information to third parties without a prior written consent of the other Party, except the cases established by applicable law. Requirements of this Article are not applied to information which:
(i) has been already publicly disclosed at the time of its disclosure or that was publicly available to general public in other ways;
(ii) was legally obtained from a third party, which received this information without liability given to other Party to keep it in secret.
5.2. Parties agree that processing personal data under Agreement will be performed following legal acts regulating personal data security and (or) impose requirements for the means of data security, including but not limited to national legal acts (the Law of the Republic of Lithuania on Legal Protection of Personal Data, the Law of the Republic of Lithuania on Electronic Communications and other legal acts), directly applied legal acts of the EU (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter – Regulation) – as of the day of their direct application) and following all modifications and supplements of the afore-mentioned legal acts.
5.3. Parties agree to (i) transfer only personal data that is required for the performance of the obligations under Agreement, (ii) process the personal data received under Agreement solely for the purpose of performing the obligations under the Agreement; and (iii) follow all applicable legal acts including, but not limited to indicated in clause 5.1 above.
5.4. Parties shall take all appropriate legal, organizational, and technical measures to ensure the confidentiality of personal data and protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and against all other unlawful forms of processing, keeping in mind the nature of such data. Parties shall maintain reasonable operating standards and security procedures and shall use its best efforts to secure personal data through the use of appropriate physical and logical security measures including, but not limited to, appropriate network security technologies.
5.5. The obligations under this clause No. 5 shall survive the termination of Agreement.
6.1. If Service Provider does not provide Services or part of them on time without Customer’s fault, then, upon Customer’s written claim, he will pay late payment penalty of 0.02 per cent of the amount of unprovided Services for each day of delay (but not more than 100 per cent of one month fee payment). Late payment penalty is not calculated if Services were not provided on time due to Customer failing to execute any of his liabilities (e.g. failing to provide necessary information on time etc.).
6.2. If Customer does not pay full or part of the price of Services on time, upon Service Provider’s claim, he will pay late payment penalty of 0.04 per cent of unpaid amount for each day he is late making payments, until total amount and late payment is fully paid.
6.3. Each Party undertakes to compensate to another Party all direct losses, damage and expenses regarding the essential breach of liabilities indicated with this Agreement (or with any other document, submitted to another Party with reference to this Agreement), also, due to failing to execute any of the conditions of the Agreement or executing them improperly. None of the Parties is obliged under any circumstances to compensate indirect losses to another Party, such as loss of profit, unrealized opportunities, loss of income, arising from or related to this Agreement. The liability for violation of clause 5 of General Terms is unlimited.
6.4. The Party has to pay late payment penalty and to compensate indicated losses within 14 (fourteen) days as of receipt of a written claim of another Party.
6.5.Duty to pay penalty or compensate losses does not exempt the guilty Party from execution of its duties.
6.6. Payment of penalty indicated in this section and compensation of indicated losses does not stop the Party from terminating the Agreement.
7. FORCE MAJEURE
7.1. Parties are not held liable for failing to execute or improper execution of their contractual liabilities, if this happened due to force majeure. Force majeure is unavoidable events uncontrolled by the Parties, which were not and could not be foreseen.
8. APPLICABLE LAW AND PROCEDURE FOR RESOLVING DISPUTES
8.1. The Agreement shall be interpreted in accordance with the laws of the Republic of Lithuania. The Law of Republic of Lithuania is applied to Agreement.
8.2. Any disputes, disagreements or requirements arising from the Agreement or related to it, its violation, termination or invalidity, are solved by negotiations.
8.3. If Parties fail to resolve their disputes, disagreements or requirements, arising from the Agreement or related to it, its violation, termination or invalidity, by negotiations within 30 (thirty) days as of the start of a dispute, then a dispute is solved in court of the Republic of Lithuania.
9. VALIDITY OF AGREEMENT
9.1. This Agreement enters into force when both Parties sign Special Terms and is valid for 1 (one) year. If 30 (thirty) calendar days before the expiry of the Agreement none of the Parties state of their intention to terminate the Agreement, it shall be extended automatically for the period of 1 (one) year. The number of such extensions shall be unlimited.
9.2. This Agreement may be terminated by a written agreement between both Parties.
9.3. The Agreement may be terminated unilaterally by one of the Parties, if:
9.3.1. Another Party stops or intends to stop its commercial activity;
9.3.2. Another Party becomes insolvent, it is pronounced as going bankrupt or its activity is suspended, liquidated (for other reasons than reorganization), administration or bankrupt procedures, without taking into consideration whether it is freewill or not, or when it applies regarding judicial or non-judicial settlement with creditors, transfers property to a third party seeking to collect funds for settling with creditors and takes or has to take all similar actions due to a debt or when terminates its activity in other ways; or
9.3.3. Another Party violates liabilities indicated in Agreement and does not eliminate such violation within 15 (fifteen) days as of received written warning regarding this violation with Party’s intention to terminate the Agreement, if violation is not eliminated (or in case when violation cannot be eliminated within the term indicated it does not take corresponding actions for the violation to be honestly eliminated within practically the shortest possible time).
9.4. The Parties have agreed that Agreement and/or annexes hereto may be concluded and deemed to be duly concluded when Parties sign Special Terms of Agreement and/or annexes hereto when (Parties clearly agree that both Parties should sign the same way):
9.4.1. Parties exchange the scanned copy of the signed document by email at email addresses specified in Special Terms (Parties are obliged to exchange the original of signed document within the reasonable time), or
9.4.2. Parties sign document using qualified electronic signature, or
9.4.3. Parties sign and exchange the original version of Agreement.
9.5. The Parties also confirm that methods, indicated in clauses 9.4.1. and 9.4.2. above are suitable for ensuring security of the text and identification of the sending Party's signature.
9.6. Any Party shall have the right to terminate Agreement unilaterally by notifying the other Party in writing prior to 30 (thirty) calendar days before the termination date.
9.7. If the Agreement ends or is terminated, Parties shall settle with each other fully under terms and conditions established in this Agreement, but not later than before the day of Agreement termination/its end.
9.8. If the Agreement ends or is terminated, provisions related to liability, settlements between Parties, protection of confidential information and personal data, also, any other provisions, necessary for proper execution of the Agreement or containing clear validity after Agreement termination, remain valid.
9.9. Each Party shall fulfil its obligations that arose before Agreement termination. The Customer pays to the Service Provider for Services provided before Agreement termination.
10. FINAL PROVISIONS
10.1. Parties details are indicated in Special Terms.
10.2. Each Party has the right to provide other details at any time by submitting a notification to another Party. Before this notification is received, Parties use information submitted most recently in Special Terms.
10.3. All notifications related to Agreement shall be made on paper or may be submitted personally or sent by e-mail, and when the addressee requires, by registered post; it is considered that a notification reached the addressee when notification was handed in personally or, correspondingly, by transferring by e-mail.
10.4. None of the Parties shall have the right to assign its contractual rights and obligations to a third party without written consent of the other Party with the exceptions provided in this paragraph.
10.5. If Party fails to use its rights established in the Agreement, it does not mean their withdrawal, and using these rights partially does not stop from their further usage.
10.6. If any provision of Agreement is or becomes partially or fully invalid, the remaining provisions of Agreement shall remain effective. In this case, the Parties agree to replace the invalid provision by a legally effective provision, which, to the extent possible, shall have the same legal and economic effect as the amended provision.
10.7. There is nothing in the Agreement that could make one of the Parties to be another Party’s agent or legal representative. None of the Parties can and is able to bind another Party to act on its behalf, except cases clearly stated in the Agreement.
10.8. All modifications of the Agreement and its annexes are valid if they are made on paper and signed by both Parties, considering exception of the Clause 9.4 above.
10.9. Service provider reserves the right to unilaterally change these General Terms. We publish the latest version of the General Terms on our website https://www.amzcrew.com/. Changes to the General Terms begin to apply to our relationship with the Customer from the moment the Customer places the first order after we have informed the Customer about the change in terms.