1. PREAMBLE

1.1. The following terms of service (hereinafter – the Terms of Service) describes the terms on which MB Brain Tavern (hereinafter – BrainTavern), legal entity code 305776007, registered address at J. Savickio str. 4, LT-01108, Vilnius, Republic of Lithuania, delivers the services (hereinafter – the Services) ordered by the client (hereinafter– the Client), the details of which are listed in the work order (hereinafter – the Work Order)
1.2. Provision of the Services to the Client is an independent relationship. It shall not be construed as creating or implying any relationship of a franchise, partnership, joint venture, or employer-employee relationship between the Client and BrainTavern.
1.3. These Terms of Services (as may be amended from time to time) govern the relations between the Client and BrainTavern from entry into the first transaction based on an executed Work Order for the term of 12 (twelve) months. The mentioned term is automatically renewed and extended for consecutive 12 (twelve) months periods at the end of the current term if the Client continues to engage BrainTavern for Services based on subsequent Work Orders.

2. GENERAL PROVISIONS
2.1. BrainTavern undertakes to deliver to the Client the Services, and the Client undertakes to pay BrainTavern for the delivered Services.
2.2. For the purposes of these Terms of Services as well as any Work Order, it is expressly accepted and agreed by the Client that the Services constitute only the time (agreed number of hours) allocated for the performance by BrainTavern specialists of the Client’s tasks under the supervision of the Client. It is expressly accepted by the Client that it is the Client’s responsibility to ensure that the performance of the given tasks meets quality and other requirements of the Client.
2.3. BrainTavern agrees to provide the Services to the Client as described in the Work Order executed by the Client and BrainTavern, which lists the time allocated for the Services, the availability schedule and applicable rates (prices) of the Services, conditions of payment as well as other individual terms and conditions. All items prepared or delivered under the Work Order are collectively referred hereto as the Deliverables.

2.4. Entry into numerous transactions following separate Work Orders constitutes entry into separate transactions, for which the respective Work Orders and these Terms of Service apply. These Terms of Service and the relevant Work Order constitute the individual contract between BrainTavern and the Client.

3. ORDERING OF SERVICES
3.1. The Services are ordered by executing the Work Order. Execution of each separate Work Order constitutes entry into a separate transaction by BrainTavern and the Client regarding the Services specified in such Work Order.
3.2. When a Client is a natural person, by executing the Work Order, the Client confirms that the Services are intended for its commercial needs, and the Client is acting in a capacity other than consumer capacity, i.e., the Services are intended for needs other than his/her personal or family needs.

4. PRICE FOR SERVICES AND PAYMENT TERMS
4.1. Applicable rates and prices of the Services and/or other payment conditions are specified in the Work Order.

4.2. The Client agrees to reimburse BrainTavern for all reasonable expenses authorised in advance by the Client and incurred by BrainTavern in connection with the provision of the Services, which may include, but are not limited to, travel and accommodation, international telephone calls, postage, courier services, etc.
4.3. If not specified differently in the Work Order, the payment term is 8 business days from delivery of the invoice.
4.4. Failure to meet payment terms attaches the duty of the Client to pay interest under the Law on Prevention of Late Payments in Commercial Transactions.

5. DELIVERY OF SERVICES
5.1. BrainTavern assures availability of its specialist(s) for the delivery of the Services in accordance with the schedule specified in the Work Order. The Client assures that the tasks (instructions), as well as tools (as necessary depending on the specifics of the tasks of the Client), are given in a timely manner.
5.2. The Client has to report any issue related to the Services within 30 days. If no issues are reported, it is considered that BrainTavern properly assured delivery of the Services, and the Client may not raise any claims in relation thereto.
5.3. It is expressly accepted and agreed by the Client that the Services are considered as accepted upon expiry of the agreed time (agreed number of hours) irrespective of whether the objective of the Client was reached or not, unless otherwise specifically agreed by the Work Order.

6. THE DELIVERABLES AND INTELLECTUAL PROPERTY RIGHTS
6.1. All copyright, as well as other intellectual and industrial property rights to the Deliverables including, but not limited to all documentation, all technical information, equipment, supplies, facilities, materials, and/or proprietary information (hereinafter – the Intellectual Rights), remain the ownership of the Client. BrainTavern hereby automatically, unconditionally, and irrevocably assigns to the Client all transferrable Intellectual rights to the Deliverables and interest related thereto worldwide. BrainTavern agrees to transfer and assigns the Intellectual rights to the Client without further compensation.
6.2. BrainTavern retains the right to withhold Intellectual Rights created when providing the Services if payments are not made in a timely manner.

7. LIABILITY
7.1. The parties undertake to inform each other about any obstacles to the performance of the Services or other circumstances, essentially affecting the performance of their obligations.
7.2. Either party shall be obliged to compensate the other party any damage and reimburse all and any losses, expenses, and costs, arising out of any breach of the Terms of Service or violation of any applicable legal act or violation of the rights of a third party in accordance with this Section.
7.3. If the Client does not perform or does not duly perform the obligations assumed under the Terms of Service, the Work Order, and other related documents, BrainTavern shall inform the Client on this matter and determine a reasonable term to eliminate the breach. If the Client does not eliminate the breach within the determined term or if the breach cannot be eliminated by its nature, BrainTavern shall have the right to demand compensation for all its losses.
7.4. If the Client does not fulfil its undertakings according to the Terms of Service, the Work Order, and other related documents or if any other circumstance occurs, which is not within the BrainTavern control, BrainTavern has the right to discontinue the execution of the Services until the undertaking is fulfilled by the Client or the circumstance preventing delivery of the Services has ceased. In all cases, BrainTavern will not be held liable for the delay resulting from the Clients or third party’s delay on agreed Deliverables.
7.5. If it is not possible to fulfil the Deliverables due to the Client’s fault, the Client has to make the payments according to the Work Order in full, except if the parties explicitly agree otherwise.
7.6. BrainTavern undertakes to compensate the loss (damages) of the Client only if caused through the fault of BrainTavern. BrainTavern shall not compensate the loss (damages) in the absence of BrainTavern fault, as well as when they are caused by the Client’s and (or) the third parties’ actions and (or) failure to act.
7.7. In no event shall either party be liable under this Terms of Service to other party or third party in any form of liability, for:
7.8.1 any indirect or incidental damages that may be incurred;
7.8.2 any loss of income, loss of business opportunities, or loss of goodwill, business, or profits (whether direct or indirect) that may be incurred.
7.9 A civil liability shall not apply to the parties for their failure to perform, undue performance, or any delay in performance of any obligation hereunder due to irresistible force (force majeure) circumstances, which shall be determined according to the requirements of the applicable legal acts. The time for performance shall be extended by the period of time while such circumstances exist. Where the circumstances of force majeure continue for a period exceeding 6 (six) months, any of the parties may terminate the agreement on provision of the Services by informing the other party 7 (seven) business days in advance.

8. TERMINATION OF THE TERMS OF SERVICES
8.1. Each party can terminate the agreement on the provision of the Services unilaterally if the other party has failed to perform any obligation required to be performed under the Terms of Service, the Work Order, and other related documents and if such failure is not corrected within 30 (thirty) calendar days from receipt of written notice of a relevant party.
8.2. Termination does not relieve the Client from the obligation to pay BrainTavern for the Services delivered and compensate expenses incurred if the agreement on the provision of the Services was terminated, not due to the fault of BrainTavern.

9. DATA SECURITY AND CONFIDENTIALITY
9.1. All information related to the Deliverables, the Terms of Service, the Work Order and/or other documents related to the performance of obligations hereunder, also the information received from the parties during the delivery of the Services and related to the conclusion and/or performance of the agreement on provision of the Services and/or related documents, know-how, trade secrets, etc. shall be regarded confidential, and the parties undertake not to disclose it to third parties, except for cases, where such information is necessary for the performance of the Agreement, where it is public, or the Parties must disclose it on the basis of the applicable legal acts.
9.2. Neither the Client not BrainTavern shall disclose to a third party confidential information of the other party. The party receiving confidential information shall use the same degree of care and caution as it uses to protect the confidentiality of its own confidential information of like nature, but not less than a reasonable degree of care shall maintain in confidence the confidential information of the party providing the confidential information and shall ensure that the receiving party’s employees maintain the confidentiality of the confidential information.
9.3. The confidentiality restrictions determined in terms of Service are mandatory for the parties and shall be in force for an indefinite period of time after the Terms of Service are expired or terminated.
9.4. The Parties undertake properly and in accordance with the procedure established in the applicable legal acts to protect personal data disclosed to them and use it only within the scope necessary for the fulfilment of the obligations under the Term of Services, the Work Order, and other related documents.

10. NON SOLICITATION
10.1. For a 2 (two) year period from the date of completion of Client’s last Work Order, each party agrees that it will not (through itself, affiliates, principals, or other related parties) solicit for employment, employ, consult with, utilize the services of or in any other manner induce any employees, service providers as well as subcontractors of the other party to perform services for such party or any person or legal entity related thereto.

11. FINAL PROVISIONS

11.1. If any other agreements or Work Order(s) are necessary to enforce the intent of these Terms of Service or the Work Order, the parties agree to execute such provisions as and when the need arises.
11.2. These Terms of Service, together with the Work Order(s) and further documents as necessary, set forth the entire agreement on provision of the Services and understanding between the parties relating to the subject matter and supersedes all prior discussions, oral or in writing, between the parties.
11.3. These Terms of Service as well as any transactions under any individual Work Order(s) shall be construed in accordance with and governed by the laws of the Republic of Lithuania, including without limitations any contractual or non-contractual liability arising in relation to the provisions of the Services by BrainTavern
11.4. Any dispute, controversy, or claim arising out of or in connection to the agreement on provision of the Services, as well as issues of the breach, termination, or validity/invalidity hereof (hereinafter – the Dispute), shall be settled by mutual negotiations. If the Dispute is failed to be mutually settled within 30 calendar days starting from the receipt of one party’s request by the other party, such Dispute shall be settled by the competent court of the Republic of Lithuania, the territorial jurisdiction of which will be determined by BrainTavern registered office address, disclosed in a public register.
11.5. If any provision of these Terms of Service is contrary to the requirements of the applicable legal acts or upon their amendment becomes contrary or is invalid due to other reasons; it shall not affect the validity of other provisions of the Terms of Services. In such a case, it will be immediately substituted by BrainTavern with a legally effective provision, which should correspond to the purpose of the invalid provision and the Terms of Services.
11.6. These Terms of Service shall not be assigned or transferred by any party without the prior explicit consent of the other party. In case of assignment, the terms of the Terms of Service will be binding upon assignees provided that any unauthorized assignment shall be null and void and shall constitute a breach of the Terms of Service.
11.7. These Terms of Service may be changed at any time at the discretion of BrainTavern by notice to the Client. Continued use of the Services by the Client constitutes the agreement of the Client to any such change. In case of disagreement with the changes, the Client must immediately discontinue use of the Services and notify BrainTavern.

12. CONTACT INFORMATION
12.1. If you have any questions or need assistance, please contact BrainTavern as follows:

Email: info@braintavern.com
Phone: +370 622 13000