LP “WitMind”
SERVICES AGREEMENT
Vilnius
1.1. Service Provider – KŪB “WitMind”, code 306617659, address: Paupio str. 50-136, Vilnius.
1.2. Customer – a legal entity entering into this Agreement.
1.3. Agreement – a service agreement concluded between the Service Provider and the Customer, consisting of these general terms and conditions and the Customer’s chosen service package and the price of services specified therein (order).
1.4. Price – the price paid by the Customer for the services provided by the Service Provider, which depends on the service package chosen by the Customer and is announced on the Service Provider’s website when ordering services.
1.5. Order – a service order specifying the Customer’s chosen service package.
2.1. Under this Agreement, the Service Provider undertakes to provide the Customer with employee opinion research services (hereinafter referred to as the Services) according to the Order submitted by the Customer, and the Customer undertakes to provide the Service Provider with all the information necessary for the provision of the Services and to pay for the Services provided.
2.2. The Service Provider undertakes to provide the Services based on the information provided by the Customer during the performance of the Services.
3.1. To purchase the Services, the Customer selects one of the possible Service packages, thus forming an Order. The Customer has the opportunity to choose from Service packages, the descriptions of which are provided on the Service Provider’s website.
3.2. Before selecting a Service package, i.e., forming an Order, the Customer must ensure that they have chosen the appropriate Service package.
3.3. The Order is considered confirmed when the Customer confirms the conclusion of this Agreement and pays the fee for the Services in accordance with the procedure specified in Section 7 of this Agreement. If the Customer fails to pay for the Services, the Services will not be provided.
3.4. The Service Provider has the right to refuse to confirm the Order without specifying a reason.
4.1. Upon the conclusion of this Agreement by the Parties and the payment of the Service fee by the Client, the Service Provider commences the execution of the Agreement.
4.2. The Client undertakes to provide the Service Provider with all the documents necessary for the provision of the Services and to provide all information related to the provided Services and necessary for the execution of the Client’s Orders no later than within 10 (ten) working days from the date of payment of the Service fee. If the Client fails to provide the information required for the provision of the Services within 3 months from the date of payment of the Service fee, the Service Provider has the right to change the Service fee. If the Client disagrees with the change in the Service fee, the Service Provider has the right to unilaterally terminate the Agreement by giving notice 2 (two) working days in advance and refund the paid Service fee.
4.3. The Service Provider has the right to request additional documents necessary for the execution of this Agreement and the Order during the execution of the Agreement. The Client must provide additional information or documents to the Service Provider within the deadline specified by the Service Provider. If the Client refuses to provide the information or fails to do so on time, the Service Provider has the right to suspend the execution of the Agreement until all requested information is provided or unilaterally terminate this Agreement by giving notice 2 (two) working days in advance.
4.4. The Service Provider will not verify and will not assume any responsibility for the content, accuracy, completeness, and sufficiency of the information provided by the Client, but has the right to demand supplementation or clarification of the provided information.
4.5. The Parties agree that upon the Service Provider’s request, the Client will inform the research subjects (its employees) about the beginning of the opinion research and ensure the participation of employees in surveys or other actions necessary for the provision of the Services. The Service Provider is not responsible for the non-participation or partial participation of employees in surveys and undertakes to provide the results of the provision of the Services only to the extent that employees participated in the surveys.
4.6. The Parties agree that the Service Provider, in executing the Agreement, has the right to choose tools, methods, and information technology solutions at its discretion.
4.7. In implementing the Agreement, the Service Provider will act as the main service provider towards the Client. The Service Provider may freely, at its discretion, risk, responsibility, and expense, appoint and hire third parties who would provide the Services to the Client on behalf of the Service Provider, but undertakes that third parties will adhere to the same obligations towards the Client as the Service Provider itself.
4.8. The Service Provider undertakes to provide the Services within 3 (three) months from the date of receipt of all information related to the provided Services and necessary for the execution of Orders.
4.9. The result of the provision of the Services is understood as the preparation of a report after the conducted research. Access to the report will be provided remotely.
4.10. If the Service Provider cannot provide the Services due to the fault of the Client or circumstances not attributable to the Service Provider, the deadline for providing the Services to the Client is extended by the number of days such obstacles existed, by the unilateral decision of the Service Provider, provided that the Client is informed in writing in advance about it.
4.11. Despite the fact that the Service Provider has started providing the Services, the Service Provider has the right to refuse to provide them if the Service Provider believes that their provision does not comply with or may affect the reputation of the Service Provider as a professional company, contrary to the laws of the Republic of Lithuania.
5.1. Services shall be deemed accepted if the Client does not submit any written claims regarding the quality of the provided Services within 5 (five) working days after the delivery of the Service results. If the claims are justified, the Service Provider shall rectify the deficiencies within the agreed-upon deadline. Once the deficiencies are rectified, it shall be deemed that the Service Provider has properly provided all the Services to the Client, and the Services shall be considered accepted.
6.1. The Service Provider undertakes to:
6.1.1. Timely provide the Services to the Client for the remuneration specified in the Order;
6.1.2. Utilize all necessary skills, diligence, and dedication in providing the Services and fulfil its obligations in accordance with applicable professional and ethical standards;
6.1.3. Provide information about the progress of the Service provision upon the Client’s request;
6.1.4. Properly and timely fulfil all other obligations established in this Agreement.
6.2. The Client undertakes to:
6.2.1. Provide to the Service Provider, in the agreed manner and within the agreed deadlines, all or certain parts of the information required for the provision of the Services or requested by the Service Provider;
6.2.2. Respond to the inquiries presented by the Service Provider, which are related to the implementation of the Services, in a timely manner and in the form (verbal, written, electronic mail) specified by the Service Provider. In case of delayed provision of information by the Client according to the agreed deadlines, the Service Provider has the right to extend the deadlines for providing the Services accordingly.
6.2.3. Cooperate with the Service Provider and assist the latter in fulfilling its obligations under this Agreement in a timely and proper manner;
6.2.4. Timely and properly settle with the Service Provider according to the conditions stipulated in this Agreement.
7.1. The Client undertakes to pay the Service Provider the Price of the Service package specified in the Order (hereinafter referred to as the Service fee).
7.2. The Service fee shall be paid in advance, before the commencement of the provision of the Services, within 10 working days from the date of submission of the invoice by the Service Provider. Invoices for the provided Services are sent to the Client’s designated email address.
7.3. If the Client fails to provide the data necessary for the provision of the Services to the Service Provider within 3 months from the date of payment of the Service fee, the Service Provider has the right to change the Service fee. If the Client disagrees with the change in the Service fee, the Service Provider has the right to unilaterally terminate the Agreement by giving notice 2 (two) working days in advance and refund the paid Service fee (if any was paid).
7.4. The Parties agree that the Client reimburses the Service Provider for pre-agreed expenses incurred in providing the Services under this Agreement, justified by supporting documents.
8.1. The Parties undertake to maintain the confidentiality of this Agreement during its validity and at all times after the termination of the Agreement, as well as any information related to the execution of this Agreement that the Parties become aware of in the course of executing this Agreement, and not to use such information for any other purpose or disclose it to any third parties, except when necessary for the execution of this Agreement, as well as in cases and manner provided by the laws of the Republic of Lithuania or with the consent of the Service Provider.
8.2. The Parties agree that the Service Provider has the right to use indefinitely anonymized, aggregated information created during the provision of the Services, including the results obtained during the provision of the Services.
9.1. The Parties undertake to process all personal data obtained in the course of this Agreement in compliance with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), the Law of the Republic of Lithuania on Personal Data Protection, and other applicable laws.
9.2. Within the scope of this Agreement, the Service Provider is considered the data processor, and the Client is the data controller.
9.3. By this Agreement, the Service Provider undertakes to process personal data on behalf of the Client for the purposes, conditions, and procedures specified in this Agreement.
9.4. The Service Provider undertakes to process personal data to fulfill the Agreement. The processing of personal data by the Service Provider includes all actions:
9.5. The Service Provider has the right to process personal data no longer than the term of the Agreement.
9.6. Categories of personal data entrusted to the Service Provider by the Client under this Agreement: personal data of the Client’s employees – email addresses, other information provided about employees to the Client in order to provide the Services under the Agreement.
9.7. The Client guarantees and undertakes that it has the right to collect, process, and use the personal data to which the Service Provider has access in providing the Services, as specified in the Agreement.
9.8. Service Provider’s obligations in processing personal data:
9.8.1. The Service Provider must process personal data only according to the written instructions provided by the Client in this Agreement, unless otherwise specified by applicable data protection laws. If the Service Provider believes that the Client’s instructions violate the provisions of applicable data protection laws, it must immediately inform the Client.
9.8.2. The Service Provider may not disclose or otherwise provide personal data regulated by this Agreement to the data subject or any third party or otherwise disclose it without the Client’s prior written consent, except where required by the Agreement, laws, court, or governmental authority decision. In cases where the Service Provider is required by law, court, or governmental authority decision to disclose such information, the Service Provider informs the Client, unless prohibited by law, court, or governmental authority decision. The disclosure of personal data to auditors, legal advisors, consultants, accountants, or other persons defending the rights and interests of the data processor will not be considered a breach of confidentiality. Nor will it be considered a breach when personal data is disclosed to third parties to fulfill the Agreement.
9.9. The Service Provider implements appropriate technical and organizational security measures to ensure a level of security appropriate to the risk, including, but not limited to:
9.9.1. Ensuring continuous confidentiality, integrity, access restriction, and resilience of personal data;
9.9.2. Allowing access to personal data only to those persons for whom personal data are necessary to perform their functions;
9.9.3. Technical and organizational security measures to ensure the reliability of data processing.
9.10. The Client confirms that it had the opportunity to familiarize itself with and review the security measures applied by the Service Provider before entering into this Agreement.
9.11. The Parties agree that the Service Provider has the right to engage a subprocessor for the execution of this Agreement without the prior consent of the Client.
9.12. Upon receiving a written request from the Client, the Service Provider assists the Client in exercising the rights of data subjects under Chapter III of the General Data Protection Regulation.
9.13. The Service Provider’s obligation to provide assistance to the Client applies only to the extent reasonably possible and required by the nature of the data processing.
9.14. Considering the nature of data processing and the information provided to the Service Provider, the Service Provider must also, upon receiving a written request from the Client, provide assistance to the Client in performing obligations related to security, personal data breach, impact assessment, and prior consultations under applicable data protection laws. If providing assistance results in additional expenses for the Service Provider, it informs the Client, and both parties agree separately on their compensation before the Service Provider provides the assistance specified in this paragraph.
9.15. If the Service Provider receives a complaint, request, or notification of an investigation or complaint from a supervisory authority regarding data subjects, it informs the Client to the extent that it concerns personal data processed on behalf of the Client. The Service Provider fully cooperates with the Client and provides assistance related to such inquiries and complaints.
9.16. In case of a personal data breach, the Service Provider must immediately notify the Client of the personal data breach. The notification of the data breach must include known information about the breach and possible consequences. If it is not possible to provide such information at once, it may be provided in stages without undue delay.
9.17. Upon the termination of this Agreement and/or the fulfillment of the Order, the Service Provider deletes the personal data of the Client’s employees within 60 (sixty) calendar days after providing the Service results to the Client. If claims regarding the provided Service results are submitted within the specified 60 (sixty) calendar days period and remain unresolved, the personal data of the Client’s employees may be retained until the dispute is resolved and for a reasonable period thereafter, if the Service Provider has a legitimate interest in retaining such personal data.
9.18. All audits are conducted at the Client’s expense. A request to the Service Provider to provide assistance in conducting an audit, depending on its scope, is considered a separate service, if conducting such an audit requires the use of additional human and financial resources, if it entails time costs, and is considered an additional service, the scope and price of which the parties agree separately.
9.19. Upon the termination of this Agreement and/or the fulfillment of the Order, the Service Provider deletes the personal data of the Client’s employees within 60 (sixty) calendar days after providing the Service results to the Client. If claims regarding the provided Service results are submitted within the specified 60 (sixty) calendar days period and remain unresolved, the personal data of the Client’s employees may be retained until the dispute is resolved, and for a reasonable period thereafter, if the Service Provider has a legitimate interest in retaining such personal data.
10.1. The Parties agree that this Agreement is deemed concluded when the Client enters their details in the Client’s form on the Service Provider’s website, ticks one of the Service packages (i.e., places an Order), and confirms this Agreement in the manner provided on the website. The Order and Agreement thus confirmed are legally binding documents for the Parties, setting forth the rights and obligations of the Client and the Service Provider, as well as the conditions for the acquisition, provision, and payment for the Services.
10.2. The Parties agree that this Agreement may be amended by mutual written agreement, except for the exceptions specified in this Agreement.
10.3. If the Order has not been commenced, a Party has the right to unilaterally terminate this Agreement or the Order by notifying the other Party in writing at least 3 (three) working days before the termination of the Agreement. It is considered that the Order has commenced when the Service Provider receives the Service fee.
10.4. If the Order has been commenced, the Client has the right to unilaterally terminate this Agreement or the Order by notifying the Service Provider in writing at least 3 (three) working days before the termination of the Agreement. The Parties agree that in such a case, upon termination of the Agreement, the Client shall be refunded 30% (thirty percent) of the paid Service fee, the remaining amount being considered as payment for the Services already provided and/or any losses incurred by the Service Provider due to the premature termination of the Agreement.
10.5. The Service Provider has the right to unilaterally terminate this Agreement and/or cancel the Order without prior notice if at least one of the following circumstances arises:
10.5.1. The Client breaches the terms of the Agreement and fails to remedy such breach within a reasonable period;
10.5.2. The Client breaches the legislation defining the processing and storage of personal data, as well as the conditions specified in this Agreement;
10.5.3. The Client provides false or misleading information or documents and/or fails to update such documents and information within a reasonable period;
10.5.4. The Client goes bankrupt, is liquidated, its activities are suspended, reorganized, or if there are other reasonable doubts about the Client’s solvency;
10.5.5. The Client suspends payment for the Services or fails to cover the debt within a reasonable period;
10.5.6. The Client commits a material breach of data protection laws;
10.5.7. The validity of the Agreement contradicts legal requirements or causes other negative consequences for the Service Provider that could not have been anticipated at the time of concluding the Agreement and cannot be controlled or avoided if the Agreement remains in force;
10.5.8. The Client violates applicable laws or regulations;
10.5.9. The Client implements the Agreement for harmful, illegal, or immoral purposes/methods;
10.5.10. The Client’s activities could damage the Service Provider’s business reputation;
10.5.11. Due to international sanctions against an individual or jurisdiction, the execution of the Agreement becomes impossible;
10.5.12. Upon the request of an authorized state institution, pre-trial investigation authorities, if such request is legally binding.
10.6. If a Party terminates the Agreement, it shall be deemed to terminate all Orders concluded and pending execution between the Parties.
11.1. If a Party breaches its obligations under this Agreement or provides false confirmations or warranties, it undertakes to compensate the other Party for any damage and cover all losses, expenses, and costs incurred by the injured Party due to such breach or false confirmation. The Parties confirm and agree that, according to applicable laws, compensation for losses under this clause 11.1 does not exempt the breaching Party from further performance of its obligations under this Agreement.
11.2. The Service Provider’s liability under each Order is limited to the amount paid by the Client to the Service Provider under such Order, but in any case, the maximum aggregate liability of the Service Provider cannot exceed the total amount paid under this Agreement.
11.3. The Services provided by the Service Provider are exclusively intended for the Client, therefore, the Service Provider shall not be liable for any damage (losses) caused to third parties.
11.4. The Service Provider shall not be liable for the non-performance or improper performance of obligations under this Agreement if it occurred due to the actions or inaction of third parties, as well as for any damage and/or losses incurred due to the actions or inaction of third parties, except when third parties were engaged at the initiative of the Service Provider. In such cases, the Client has the right to assert its claims against such third party.
11.5. The laws of the Republic of Lithuania apply to this Agreement.
11.6. For all other matters not covered by the Agreement, the Parties shall be guided by the applicable laws and regulations of the Republic of Lithuania.
11.7. In the event of any default with the Service Provider, the Service Provider may demand from the Client 0.02% of the damages for each day of non-payment.
11.8. Disputes between the Parties to the Agreement must be resolved through negotiations. In the event of a dispute, one Party shall set out its claim in writing to the other Party and propose a settlement of the dispute amicably. If the dispute cannot be resolved through negotiations or if either Party fails to respond to the claim in a timely manner or refuses to settle the dispute through negotiations, the other Party has the right to resolve the dispute in accordance with the procedure established by the laws of the Republic of Lithuania in a competent court of the Republic of Lithuania, after notifying the other Party accordingly.
11.9. The Parties declare that they consider all provisions and conditions of this Article 11 to be fair, reasonable, and justified, and undertake to comply with them. The Parties confirm and declare that they consider all liability limitations provided for in this Agreement to be acceptable, fair, and justified.
12.1. Messages sent between the Parties must be in writing and sent to the email addresses specified in the Agreement. If either Party notifies the other Party of a different address, documents must be sent (delivered) to the new address.
12.2. Any changes to the Parties’ details must be communicated to each other in writing within 5 (five) working days from the date of the change. A Party that fails to inform the other Party within the specified period about changes to the details cannot make claims that the other Party has failed to fulfil its obligations properly if it sent messages or made payments based on the last known details of the other Party.
12.3. Neither Party to the Agreement shall be deemed to have breached the Agreement or failed to fulfil its obligations under it if circumstances of force majeure arise after the effective date of the Agreement preventing it from fulfilling its obligations. The concept of force majeure is defined and the rights, duties, and responsibilities of the Parties in such circumstances are regulated by Article 6.212 of the Civil Code of the Republic of Lithuania and the rules on exemption from liability in case of force majeure circumstances, approved by the Resolution No. 840 of the Government of the Republic of Lithuania dated July 15, 1996, “On Approval of the Rules on Exemption from Liability in Case of Force Majeure Circumstances.”
12.4. If a Party believes that force majeure circumstances have arisen preventing it from fulfilling its obligations, it immediately informs the other Party, indicating the nature of the circumstances, possible duration, and expected impact. Unless otherwise specified in writing, the other Party continues to fulfil its obligations under the Agreement as much as possible and seeks alternative ways to fulfil its obligations, unaffected by force majeure circumstances. If the Service Provider incurs additional expenses using alternative methods, the Client must compensate them.
12.5. The Parties shall not be liable for failure to comply with their obligations under this Agreement arising from an extraordinary situation and/or quarantine declared by the Government.
12.6. All appendices to this Agreement are integral parts of the Agreement.
