TERMS AND CONDITIONS

1. INTRODUCTION

Prior to finalising the Distance contract, i.e. these Terms and Conditions, the Client will receive the text of these Terms and Conditions electronically or in a durable format.

The Client is obliged to carefully read these Terms and Conditions prior to accepting those and starting using the Services provided by the Company. The Client confirms and agrees that the use of the Services acknowledges that the Client has read this Agreement, understood it and agrees to be bound by it.

These terms and conditions (Terms and Conditions), the Order Form and Data Processing Addendum constitute the entire Agreement between MB Optimisation Solutions (us, we, Company) and the Client (you).

2. DEFINITIONS

Unless defined otherwise under the applicable Order Form, wherever used in these Terms and Conditions, the following terms shall have the meaning as provided below:

Agreement shall mean these Terms and Conditions, the Order Form and Data Processing Addendum.

Client shall have the meaning as established in the applicable Order Form, along with any Client’s affiliates (any entity that controls, is controlled by or is under common control) or representatives authorised to use the Services on client’s behalf.

Client Data shall mean any data that is provided by the Client or collected by the Company from the Client while providing the services.

Company shall mean MB Optimisation Solutions, it’s affiliates (any entity that controls, is controlled by or is under common control) or authorised representatives.

Distance Agreement shall mean an Agreement between the Client and the Company arranged for the remote sale of any digital content () or Services.

Offer shall mean the offer to enter into this agreement for provision of Services provided by us to the Client through our website.

Order Form shall mean the online ordering document to which these Terms and Conditions are attached, and it outlines the Services, including any specific features, to be provided to the Client, including any subsequent amendments or addendums.

Services shall mean the and AB testing related services requested by Client under the Order Form, which the Company will be providing to the Client.

Term shall mean the initial term as well as subsequent renewal term(s) as established in the Order Form.

3. ENTERING INTO THE AGREEMENT

The Company will provide the Client with a possibility of receiving an Offer. To do so, the Client must furnish specific information either by selecting provided options or by entering the requested details. The Client is obligated to supply accurate, up-to-date, and complete information. Subsequently, the Client will receive the Offer, which will include details about specific Services, the Term, Payment particulars, and any other information deemed significant by the Company.

The Client accepts the Offer once the signed Order Form is recirculated back to the Company.The Distance contract will be concluded at the moment the Client accepts the Offer and as defined above and these Terms and Conditions will come into force at this very same moment. As the Client will accept the Offer electronically, the Company will immediately confirm receipt of acceptance of the Offer electronically.

In case the Agreement between the Company and the Client consists of digital content, the Client agrees to lose the right of withdrawal.

4. THE SERVICES

In accordance with the terms specified in the Order Form, the Company grands the Client a restricted, non-exclusive, and non-transferable privilege to access and utilise the Services exclusively for the Client’s internal business needs, and solely as explicitly authorised within this Agreement, while complying with all relevant restrictions, obligations, and so forth.

All Services are hosted on infrastructure provided managed by the Company. To utilise and incorporate the Services, Clients will need to install the code for enabling the Services on their respective webpage, portal, mobile application or any other type of platform. The Company reserves the right to update the Code as we see fit, and Clients are obligated to integrate and use the most recent available versions of the code. The Company won’t in any way be responsible for any damages or interruption of Services caused by usage of outdated code. In accordance with the terms outlined herein, the Company provides a limited, revocable, non-exclusive, non-transferable, non-sub licensable permission to integrate the current version of the code solely for the purpose of utilising the Services.

In case in accordance with the Order Form the Client is entitled to any Service that requires direct interaction between the Client and the Company, such as personal consultations, those Services shall be provided on the basis of Client’s specific request addressed to the Company within 15 days after such Service is obtained - the Company will put reasonable effort to reach out to the Client after this period , however, in case the Client will not submit the specific request within 15 days after such Service is obtained and will miss the inquiry from the Company within 5 additional days, it will be treated as the withdrawal of right to such Service at Client’s sole expense.

The Company reserves the right to monitor the usage of the Services by the Client and report unlawful activity, if necessary in accordance with applicable laws.

The Company endeavours to maintain the functionality of its Services, however, these services are provided on ‘as is’ basis and rely on external factors such as the internet and in some cases other service providers beyond the Company’s control. When utilising the Company’s Services, the Client acknowledges and confirms that the Company cannot guarantee uninterrupted operation, error-free performance, or absolute immunity from viruses, hackers, intrusions, unforeseen downtimes, or other potential failures. The Client explicitly accepts the associated risks of using these Services. The Company subsequently disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranty of merchantability or fitness for a particular purpose, and non-infringement.

The Company will be providing reasonable technical assistance to the Clients only for errors resulting solely from the malfunctioning of a Service or Company’s failure to provide Services as agreed under the Order Form. No technical assistance is guaranteed for the issues that are caused as a result of Client’s non-compliance with the instructions and/or provisions of the Agreement.

All intellectual property rights, including but not limited to copyright, design rights, trademark rights, patent rights and any other proprietary rights in or related to the Services and Services-related content, including but not limited to any software or code, are owned by the Company and none of the clauses of these Terms and Conditions shall be interpreted as assigning or transferring these right to the Client or any third parties.

5. CLIENT’S OBLIGATIONS

Client shall not, through any act or omission:

• Reproduce, publish or make the Services available to anyone other than Client or use Services for the benefit of anyone other than Client any any possible way, including sell or resell, licence or sublicense;
• Duplicate, alter, adjust, translate, or otherwise generate derivative works from, or eliminate any proprietary notices or labels affixed to, the Services or the code.;
• Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the code or gain unauthorised access to Services or its related systems or networks;
• Build a product or service using similar ideas, features, functions or graphics of the Service or otherwise build a competitive product or service, and/or
• Use the Services in any other manner than specifically authorized by this Agreement.

Also, without prejudice to the obligations set out above or further in the Agreement, the Client is obliged to:

• Provide all necessary data or information to the Company in a timely manner to enable the Company to provide it with access to the Services.
• Provide accurate, legible and complete data.
• Undertake the sole responsibility for the results obtained from the utilisation of the Services.
• Verify that the Services in full scope are compatible with the Client’s equipment and software.

6. FEES, AND PAYMENT AND ALL MONEY RELATED BITS

The pricing provided in the Order Form shall be effective for the Term, from the moment the Agreement comes into force, as described in Section 2 of these Terms and Conditions. In case of renewal of Term, change in Order Form or a new Order Form, the fee will be as per the then applicable pricing of Services. The fee is based on Services subscriptions purchased and not on the actual usage, the fee is non-refundable in any case and the Client hereby agrees to pay all additional costs, fees, charges, applicable taxes and other charges that can be incurred by the Client.

The Company reserves the right to solely amend the applicable Service fee. In case the Service fee is amended when auto-renewal is applicable as per Order Form, the Company will inform the Client 10 days prior to amended fees coming into effect.

For payment, the Company shall provide an electronic invoice to the Client. The Client will be billed upon this Agreement coming into force, as described in Section 2 of these Terms and Conditions, at the fee set forth in Order Form on the date mentioned in the Order Form on a frequency mutually agreed in the Order Form for all recurring fees. For recurring fees, no refunds or adjustments within the current billing period shall be issued.

7. TERM AND TERMINATION

The Agreement comes into force as described in Section 2 of these Terms and Conditions and shall be effective for the Term set out in the Order Form. The termination of the Agreement is possible only in accordance with this Section of these Terms and Conditions.

The Agreement will automatically extend for an additional renewal term if stipulated so in the Order Form. Unless otherwise specified in writing, this renewal will follow the same terms as outlined in the Order From. Either party may submit written notice of its intention not to renew, with at least thirty (30) days’ notice before the current Term expires. The Client may send the non-renewal notice via email to support@testa-soft.com.

The Company reserves the right to terminate the Agreement at its sole discretion without prior written notice under one of the following circumstances: the Client fails to provide requested information to the Company or provides inaccurate or incomplete information, the Client violates any term of the Agreement (including, but not limited to obligation for timely payments), the Client is failing to accept the Agreement in full or in parts, or the Client becomes insolvent, has filed for bankruptcy.

In the event of termination under this Section of Terms and Conditions, all the rights and licences granted to the Client under this Agreement shall be ceased and the Client must immediately stop using the Services in full, including the code. None of the fees owed to the Company by the Client shall be cancelled or waived due to such termination.

8. LIABILITY

Without prejudice to anything set out above or further in the Agreement, Company’s aggregate liability under or in connection with the Agreement, shall in any event not exceed the amount paid by Client under the Agreement in preceding 12 calendar months.

In no event shall the Company be liable for any indirect, incidental, special, punitive, or

consequential damages, including but not limited to damages for lost profits, business interruption, loss of programs or informatio..

The Company does not make any representation or warranty regarding any third-

party software, tools or services and shall not be liable for the actions or omissions of any third-party.

9. OTHER IMPORTANT PIECES

The Company may amend and update these terms from time to time. Such changes shall be effective immediately upon posting to the Company’s website.

The parties shall be treated as independent contractors. For any purpose, neither party shall be considered an employee, agent, partner, franchisor, franchisee, or legal representative of the other. Furthermore, neither shall possess any right, capability, or authority to impose any obligations or responsibilities on behalf of the other.

This Agreement shall be governed by the laws of Republic of Lithuania. Any claim or suit brought in connection with this Agreement, shall be brought to the exclusive jurisdiction of the courts of Republic of Lithuania. The parties hereby agree to put all reasonable efforts to resolve any dispute by way of negotiation prior to bringing any claim or suit.

Privacy Notice explaining personal data processing throughout the usage of Company’s website is available here.

Data Processing Addendum is an integral and irrevocable part of this Agreement.

The Client hereby authorises the Company to use the Client’s logo and basic information on Company’s website and promotional materials, including potential public press release. This Section will survive expiry or termination of this Agreement.