Terms & Conditions
UAB Detra Solar
Terms And Conditions For The Provision Of Services
Version published: [19/08/2024]
1. General Terms
These Terms and Conditions set out the terms, conditions, and procedures for the Company’s provision of Services.
Together with the relevant Quotation and/or Order these Terms and Conditions constitute an Agreement between the Company and the Client.
The Agreement shall be deemed entered into and shall come into force on the date the Client confirms the Quotation, or the Company confirms the Order as provided in these Terms and Conditions and shall remain in force until the Services are completed.
If a Service agreement, Consultancy agreement or a Framework agreement exists between the Parties, the terms of that Service agreement, Consultancy agreement or Framework agreement shall take precedence over these Terms and conditions.
The Company may vary these Terms and Conditions at any time by publishing the varied version at www.detrasolar.com. The amended Terms and Conditions will only apply to Agreements entered into after the amended version is published. For Agreements concluded prior to the amendments, the version of the Terms and Conditions valid on the date of the relevant Agreement’s conclusion shall apply.
2. Definitions
In the Terms and Conditions, the following definitions shall have the following meanings:
“Agreement” means an agreement for the provision of the Services consisting of these Terms and Conditions and the Quotation and/or Order.
“Background IPR” means the IPR owned or licensed by the Company before the commencement of the Services or developed separately from the Services, including any developments in such IPR in the course of the Services.
“Client” means the natural or legal person entering into an Agreement who is identified as the Client in that Agreement.
“Company” means UAB DETRA SOLAR, with a registered address at Lvivo str. 25-104, LT-09320, Vilnius, Lithuania, and a place of business at Karaliaus Mindaugo ave. 38, 5th Floor, Tower B, Magnum Business Centre, Kaunas, Lithuania, legal entity code 304451669, VAT payer code LT100010810319, a private limited liability company, established and operating in accordance with the laws of the Republic of Lithuania, data on which is collected and stored in the Register of Legal Entities.
“Defect” means a non-compliance of the Services and/or Service deliverables with the requirements expressly and specifically set out in the Agreement.
“in writing” means in writing form or transmitted by email or other electronic means.
“IPR” means copyrights (including software), patents, utility models, trademarks, design rights (whether registered or unregistered), database rights, proprietary information rights and all other similar proprietary rights as may exist anywhere in the world.
“Quotation” means an offer made by the Company to the Client for the provision of Services, specifying the description of the Services, the price and other special terms.
“Order” means the Client’s request to the Company for Services provided in writing.
“Parties”/ “Party” means the Company and the Client together / each separately.
“Service” means the service specified in the Agreement to be supplied by the Company to the Client.
“Service deliverables” means all and any Services results, including documents, information and/or other products and things in which the result of the Services is presented, whether on paper or electronic form.
“Service agreement”, “Consultancy agreement”, or “Framework agreement” means a service agreement, consultancy agreement or framework agreement, as applicable, entered between the Parties in writing, the provisions of which take precedence over these Terms and Conditions.
“Terms and Conditions” means these Terms and Conditions.
Words used in the singular may, where the context so requires, include the plural and vice versa.
Whenever the words “include” or “including” or their derivatives are used, they shall be deemed to be followed by the words “without limitation”.
The headings of sections and articles in these Terms and Conditions are included for convenience only and shall not affect the meaning or interpretation of the Agreement.
3. Company’s responsibilities
The Company agrees to provide the Services to the Client under the terms of the Agreement.
Service delivery commences only upon receipt of all necessary documentation, information, and data from the Client and any agreed-upon prepayment.
The Company will:
- Perform Services with reasonable professional care and skill, reflecting prevailing standards in the industry.
- Cooperate with the Client regarding Service execution.
- Strive to ensure that all Service deliverables are free from errors or defects at the time of delivery.
Where the Agreement sets out or refers to a schedule of Services, the Company shall use reasonable endeavours to perform its obligations in accordance with the schedule of Services. However, unless the Parties expressly agree otherwise in writing, the dates set out in the schedule of Services are for planning and estimating purposes only and are not binding.
The Company does not undertake to implement its advice, update, or provide new Service deliverables and/or Services after they have been provided and accepted by the Client as specified in Section 7 of these Terms and Conditions, and/or the obligation to provide the Services is not imposed as an obligation to achieve certain results unless otherwise agreed in writing.
4. Client’s responsibilities
The Client is responsible for providing all necessary initial inputs and information required to effectively perform the Services. This includes timely feedback and approvals as necessary to facilitate Service execution.
The Client is obliged to make the payments provided for in the Agreement in accordance with the payment terms specified therein.
Failure to provide required information or to make timely payments may result in delays or prevent the completion of the Services.
If the Services are paid for by another entity, the Client shall, prior to the commencement of Services, submit an Order and specify the entity to be invoiced for the Services rendered under the Agreement. The designated invoiced entity is responsible for fulfilling all payment obligations as outlined in the provided invoice. The Client ensures that the invoiced entity is informed of this responsibility and agrees to it. Failure to provide an Order before Service commencement will result in the invoice being issued to the Client. The Client shall be jointly and severally liable for the payment obligation under the invoice, and any failure by the invoiced entity to make timely payments will be considered a breach of contract by the Client.
Should the Company require additional information or input from the Client to continue with the Services, it will notify the Client in writing. The Client is expected to provide the required information promptly. If the delay in providing necessary inputs extends beyond the agreed-upon Service timeline or leaves an unreasonable amount of time for Service completion, the Service timeline will be subject to revision.
Should the Client fail to provide required inputs within 30 days of the Company’s request, the Client will be billed for the proportion of the Services completed by that date, based on the scope agreed upon. The provision of the Services will resume once the Client provides the required inputs. The Company will reassess and update the Service timeline and delivery schedule, taking into account the actual duration of the delay and the current availability of resources.
5. Quotations and Orders
The Company may issue a Quotation to the Client, valid for 30 days from the Quotation date or receipt by the Client, whichever occurs last. Prices and terms may be adjusted upon a request to modify the scope or timing of delivery. The quoted price applies to the initially specified Services; any subsequent changes or additional requests by the Client will incur charges at the Company’s standard hourly rate.
Acceptance of any Quotation by the Client must be confirmed either by signing the Quotation or by providing consent in writing,
The Client has the right to place Orders for additional or new Services. An Order is not binding on the Company unless and until it is confirmed by the Company in writing and the specific terms and conditions relating to the provision of the Services, including, but not limited to, the price, are clearly stated between the Parties in writing.
An Order must also be submitted if the Services shall be paid for by another entity as set out in Section 4 of the Terms and Conditions.
If the Client cancels or postpones a confirmed Quotation or a confirmed Order, the Company reserves the right to charge the Client for any resulting losses, damages, or expenses, up to 100% of the Quotation’s or Order’s total value.
6. Payment
Standard payment terms are 15 calendar days from the date of invoice unless specified differently in the quotation. Prepayments may be requested before the commencement of Services, which will be detailed in the individual Agreement.
The Company may suspend all or part of Services and/or the transfer of the Service deliverables until outstanding payment has been made in full.
VAT, customs duties and other similar taxes are not included in the quotation price, and the Client shall reimburse the Company for all taxes or charges that the Company may be required to pay to any government or statutory authority (national, state, or local).
In the event of late payment, the Company has the right to charge interest at the rate of 0.06% per day on the overdue amount for each day of late payment.
7. Transfer and acceptance of Services
Unless otherwise provided in the Agreement, transfer and acceptance of Services shall be deemed to have occurred 10 (ten) business days after Service deliverables are received by the Client unless in the mentioned 10 (ten) business days period the Client provides notice of rejection to the Company as described below.
Upon receiving Service deliverables, the Client shall review and inspect them as appropriate to determine compliance with the Agreement. If the Client reasonably determines any Defects, then the Client shall issue a rejection notice. Any rejection notice must: i) be in writing, (ii) be reasonable, (iii) provide substantiation by describing identified Defects, (iv) be submitted no later than 10 (ten) business days after the delivery of the Service deliverables.
Notwithstanding anything to the contrary in this clause, acceptance of the Service shall be deemed to have occurred upon the Client’s productive or live use of the Service deliverables.
8. Confidentiality
The Company commits to using its best efforts to maintain the confidentiality of all proprietary information received from or about the Client during the course of the engagement. This commitment covers any disclosed data, both written and oral, pertinent to the Client’s business operations or services. The Company will ensure that this information is only shared with personnel or authorised representatives who need it to perform their duties and who are bound by confidentiality obligations. This clause does not include information that is publicly available, legally obtained from third parties, or independently developed by the Company.
If a Non-disclosure agreement exists between the Parties in writing, the terms and conditions of the Non-disclosure Agreement shall take precedence over these Terms and Conditions, which shall apply only to the extent that specific matters are not addressed in the Non-disclosure agreement.
9. Intellectual Property and Use of Service deliverables
Ownership of IPR: Except as otherwise specified herein and/or in the Agreement, all IPR to Service deliverables, including but not limited to drawings, reports, documents, and designs created by the Company as part of the Services, shall be the exclusive property of the Client upon full payment of all fees and charges due. The Company retains the right to use general knowledge, experience, ideas, concepts, and techniques that may be acquired during the course of the project.
Background IPR: any intellectual property owned by the Company prior to the commencement of the Agreement or developed independently of the Agreement shall remain the sole property of the Company, and the Client shall have no rights or licenses to such intellectual property except as expressly agreed in writing.
Third-Party Intellectual Property: If Services involve the use of intellectual property owned by third parties, the Company does not grant any license or rights to such third-party intellectual property, and it is the Client’s responsibility to obtain the necessary permissions for the use of it.
The Company reserves the right to use any drawings, reports, or other Service deliverables created as a result of the Agreement for promotional and marketing purposes. Prior to any use, the Company will remove all sensitive information, including client names, logos and/or trademarks, project names, geographic references, and any other identifiable details, to maintain confidentiality. By accepting these Terms and Conditions, The Client consents to the use of such anonymised materials by the Company for these purposes.
10. Warranties
The Company warrants that the Services will be provided using reasonable professional care and skill. “Reasonable professional care and skill ” in the context of the Agreement means that the Company’s personnel providing the Services will use skills and expertise consistent with the prevailing norms and good practice of service providers in the relevant field of service.
The Company warrants that the Service deliverables will be without Defects. In all other respects, all Services and the Service deliverables are provided on an “as is” basis, without warranties of any kind, either expressed or implied.
The Company undertakes to remedy Defects under this warranty, of which the Company has been notified in accordance with Section 7 of the Terms and Conditions. The Company shall remedy such Defects by rectifying the Defects within a reasonable period of time at the Company’s expense. The rectification of Defects shall constitute the Client’s sole and exclusive remedy in relation to the defects in the Services, Service deliverables and/or their consequences.
To the fullest extent permitted by law, no other warranties or conditions other than those expressly set out in the Terms and Conditions are implied or excluded.
The Company provides all drawings, reports, and other Service deliverables under the Agreement for indicative and proposal purposes only. They are not intended for construction, implementation, or final use without further independent verification. Consequently, The Company will not be liable for any claims related to the adequacy, accuracy, or completeness of any information contained in these Services. The Client is responsible for obtaining and confirming all necessary approvals and for ensuring the suitability and compliance of these materials for any intended final use.
The Service deliverables, including any advice and information provided by the Company, are intended solely for the Client. The Client agrees to ensure that any Client’s affiliates and any third parties understand that the Service deliverables are not intended for their use. The Client shall indemnify and hold harmless the Company from any claims arising out of or related to the Service, including any advice or information provided by the Company, brought by any Client’s affiliate (other than the Client) or any third party.
11. Limitation of Liability
The Company and/or any of its employees or subcontractors’ total aggregate liability for all losses, damages, costs, and expenses arising out of or in connection with the Services exceed the amount of the price paid in aggregate in respect of the relevant Services in respect of which or in connection with which the damage or loss is claimed (the “Maximum Liability”). The Maximum Liability does not apply to (i) the Company’s gross negligence or wilful misconduct, (ii) civil liability for personal injury or loss of life.
12. Non-solicitation
During the term of this Agreement and for twelve (12) months thereafter, the Client agrees not to, directly or indirectly, solicit, hire, or encourage to depart any employee, consultant, or subcontractor of the Company engaged in providing the Services to and/or communicate with the Client. Additionally, the Client shall not induce or attempt to induce any client, supplier, vendor, service provider, or other business associate of the Company to terminate or adversely alter their business relationship with the Company. In the event of any breach of this clause, the Client shall be liable to pay the Company damages equivalent to one year’s remuneration of the solicited employee, consultant, or subcontractor, which amount is agreed upon by both parties as a reasonable pre-estimate of the Company’s losses in such a scenario. This clause is designed to protect the Company’s legitimate business interests without unduly restraining the Client from conducting their business.
13. Force Majeure
The Company shall not be liable for any delay, the cancellation of the Services or any part thereof due to causes beyond the Company’s reasonable control, whether such causes were foreseeable at the time of the conclusion of the Agreement. Delays in the submission or completion dates due to any such causes shall be automatically extended for a period of time equal to the duration of such causes plus such additional period of time as is reasonable in the circumstances.
Neither party shall be considered in breach of the Agreement nor liable for any failure or delay in performance if such failure or delay is due to events beyond the reasonable control of the affected party, including but not limited to armed conflict, terrorist attacks, civil war, riots, toxic hazards, epidemics, natural disasters, extreme weather conditions, fire, explosions, failures of utility services, labour disputes, breakdowns of infrastructure, transport delays, or any public restrictions following any of the incidents above, or other comparable events.
Upon occurrence of any force majeure, the affected party must notify the other party without undue delay, detailing the nature of the event, its expected duration, and any impact on its ability to perform under the Agreement. If the force majeure event persists for more than thirty (30) days, either party may terminate the Agreement with immediate effect upon written notice. Any such termination does not relieve the Company of its right to payment for Services rendered and expenses incurred up to the date of termination.
14. Dispute Resolution
In the unlikely event of a dispute, both parties agree to first seek resolution through mediation. If unresolved, disputes shall be settled in the courts of the Republic of Lithuania, according to the registered office of the Company.
15. Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of Lithuania.
16. Client’s Default
If the Client fails to meet any of its contractual obligations or experiences financial difficulties evidenced by an act of bankruptcy, any proceedings to wind up its business (unless part of an approved restructuring or amalgamation), the appointment of a receiver, liquidator, or similar official over any part of its assets or undertakings, or if the Client is unable to pay its debts as they fall due, then the Company may, without limiting any other rights or remedies, immediately cancel any unfulfilled Services, suspend further deliveries, and declare all invoices due and payable immediately.
17. Data protection
The Parties, as independent data controllers, process the personal data of each other and their employees, such as name, surname, position, and contact details, for the conclusion of the Contract and its performance. Each Party agrees to comply with 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 and all acts amending or replacing it.
