Edition: 2026-11-09

SERVICES CONTRACT

English translation for information only. It is not authoritative: the Lithuanian text is the contract, and it prevails over this translation in every case.

The contract's number and date, the Client's details and the services chosen are in the Order (Annex A): for a contract concluded in the Client Area, in the Order document; for an order placed in the Panel, in the order details emailed to the Client.

The contract consists of these general terms and the annexes:

• Annex A – the Order (the services chosen, prices, deadlines, the Client's declaration);
• Annex B – Data Processing Agreement (GDPR Article 28);
• Annex C – Consumer Annex (applies only where the Client is a consumer, see clause 1.4).

1. Parties and parts of the contract

1.1. Service provider (the Provider): Justas Vaičekauskas, carrying on individual activity under individual activity certificate No. 1550560 (registered in the Register of Taxpayers kept by the State Tax Inspectorate), address (place of business and correspondence address) Placio g. 124, Karklė, LT-92383 Klaipėda city municipality, email info@sudievu.lt, phone +370 656 94057, website sudievu.lt; the bank account is given on every invoice. The Provider is not registered for value added tax (VAT).

1.2. Client: the person named in Annex A (the Order).

1.3. If parts of the contract conflict, this order of precedence applies: Annex C (where it applies), Annex B (on personal data), Annex A (the Order), these general terms.

1.4. When Annex C applies. Annex C applies where the Client is a natural person and has not declared in the Order that they enter into the contract for the purposes of their business (for example, accommodation services or letting property). Where Annex C applies, the provisions of these terms named in it do not apply to the Client, or apply as Annex C states. Annex C never applies to a legal person.

1.5. Before concluding the contract, the Client received the text of the contract with all its annexes (in the Client Area or at the Panel's order step) and had the opportunity to read and keep it. The Provider's prices are published at sudievu.lt/kainos/.

2. Definitions

2.1. Order – Annex A: the services (modules) the Client chose, their prices, deadlines and other specific agreements.

2.2. Website – the Client's website that the Provider builds, moves, hosts or maintains under the Order, including its source code, database, design and content.

2.3. Work – the results the Provider creates under this contract specifically for the Client (clause 9.1).

2.4. Provider's Components – source code, templates, modules, tools and design elements the Provider created before this contract or creates not solely for the Client and reuses (for example, a booking engine, an administration system, a website template).

2.5. Open-Source Components – third-party software distributed under open-source licences.

2.6. Client Material – texts, photographs, logos, prices, house rules, access credentials and other information supplied by the Client.

2.7. Client Area – the closed part of the Provider's website sudievu.lt where the Client, once signed in, follows the work, leaves notes, and receives and pays invoices. It is not public and is not indexed by search engines.

2.8. Panel – the Provider's management system panel.sudievu.lt, through which the Client sees their hosted website and uses the features their plan includes.

2.9. Hosting with Upkeep – the service described in clause 3.3.

2.10. Billing Period – a month or 12 months paid in advance, as the Order states.

2.11. Deposit – the part of the build price stated in clause 5.1, paid before work starts.

2.12. In writing – also by email, through the Client Area or through the Panel, where it is clear who sends the notice.

3. Subject of the contract

3.1. The Provider undertakes to provide the Client with the services marked in the Order, and the Client undertakes to pay for them. Services not marked in the Order are not provided under this contract.

3.2. Module "Build". Under the Order the Provider:
1) builds a direct-booking website for one or more accommodation (booking) objects; or
2) moves an existing website off WordPress; or
3) moves or builds a website on another system, within the scope described in the Order.

3.3. Module "Hosting with Upkeep". The Provider hosts the Website on his own server in Lithuania, reached through Cloudflare's network (a standby copy is kept on a virtual server of UAB "Interneto vizija" in Lithuania), and gives access to the Panel and the Client Area. Upkeep covers software updates, backups, monitoring of the Website and fixing faults. Plans:
1) Svetainė (Website) – 5 GB of storage;
2) Verslas (Business) – 15 GB of storage and SFTP access;
3) Priežiūra (Care) – 20 GB of storage, SFTP access and up to 30 minutes of changes requested by the Client per month. Minutes not used in a month do not carry over to the next month.

3.4. Hosting with Upkeep does not include: email mailboxes (ordered separately, clause 3.6 item 1) or the renewal of the domain (clause 5.8). Moving an existing website onto the Provider's server is free.

3.5. Module "Monitoring". Monitoring of a website hosted elsewhere is provided under the individual offer and price stated in the Order.

3.6. Extra services (provided if marked in the Order):
1) Zoho Mail mailboxes on the Client's domain. The Provider orders them under the Zoho account he holds and resells them to the Client; set-up is included in the price;
2) DNS move to Cloudflare – moving the zone onto Cloudflare's free plan: the records, the nameservers and a check. Ongoing management of the zone is not part of this service;
3) Extra work – work requested by the Client that is not part of another module, paid at the hourly rate;
4) SEO and its upkeep – free where the Provider built or hosts the Website;
5) Ad campaign management – one platform, up to 2 campaigns, set-up included. The Client pays the advertising budget directly to the platform (for example Google or Meta);
6) Social media – 8 posts a month made from the Client's photographs;
7) Promotional video clips – per clip;
8) Rental property care – per guest changeover, at the property;
9) Repairs – at an hourly rate; materials paid separately at their cost;
10) Property photography – per shoot: up to 25 edited photographs, put up on the Website, Booking.com and Airbnb.

3.7. Any content of a service not described in this contract is described in the Order.

3.8. The Provider performs the services himself. He may engage the sub-processors listed in Annex B and other third parties, but remains liable to the Client for the proper performance of the contract.

3.9. The Provider does not give legal or accounting advice. The Client is responsible for the lawfulness of the Website's content (privacy notice, house rules, prices, information for guests), even where the Provider helps to prepare it.

3.10. The Provider acts in good faith and in the Client's interest, and follows the Client's instructions. He may refuse to carry out instructions that are contrary to law or to this contract.

3.11. At the Client's request the Provider reports on the progress of the services.

4. Prices

4.1. Prices follow the Provider's price list in force on the day the contract is signed and are written into the Order. Prices are in euros and are final: the Provider is not a VAT payer, so no VAT is charged.

4.2. Price-list prices on the day of signing:

4.3. Hosting with Upkeep prices (per month; the lower price applies where the Provider built the Website):

4.4. Where Hosting with Upkeep is paid 12 months in advance, the price for 12 months equals the price of 10 months (for example, the Verslas plan for a website built by the Provider – €149.90 for 12 months).

4.5. Extra work is paid for the time actually worked. If a piece of work will take longer than 1 hour, the Provider states the expected time in writing in advance and starts only once the Client agrees.

4.6. The Provider charges nothing that is not stated in the Order or separately agreed with the Client in writing. Changes to the scope of the Order and additional work are done only once both parties have agreed their price in writing.

5. Deposit and payments

5.1. Once the contract is signed, the Provider issues an invoice for the deposit – 20% of the build price. The deposit is part of the build price and is credited against it. The deposit is not earnest money (rankpinigiai).

5.2. The Client pays the deposit within 14 days of the invoice, by bank transfer or through the Paysera payment link in the Client Area. The Provider starts work once the deposit is received. If the deposit is not paid within 14 days after its due date, either party may notify the other in writing that the Order has lapsed; neither party then owes the other anything.

5.3. From the deposit the Provider registers the domain named in the Order in the Client's name (the Client is the domain's registrant) and prepares the initial hosting for the work. The domain is registered through the registrar named in the Order (A.4) in the Client's own registrar account (the Provider helps set it up) at the registrar's price stated in the Order. If the Client already owns the domain, it is not registered.

5.4. Deposit refund. If the Client changes their mind, they may ask for the deposit back by email to info@sudievu.lt within 14 days of paying it. The Provider returns the deposit within 14 days of receiving the request, by the same means of payment by which it was paid, in full: the domain registration fee is not deducted. The registered domain remains the Client's. On such a request the contract ends, unless the Client states in writing that it continues without the Build module. For a consumer, the rules of Annex C apply.

5.5. The rest of the build price (the build price less the deposit; the balance) is paid in one of the ways chosen in the Order:
1) at launch – against an invoice the Provider issues once the work is accepted (section 7), before or on the day the Website goes public; or
2) in instalments, free of interest (only where Hosting with Upkeep is ordered) – in equal monthly instalments, as many as the months of the hosting term in clause 8.1 (for example, 12 instalments for a 12-month term). The first instalment is invoiced on launch day, the others together with each month's hosting invoice (where hosting is paid 12 months in advance, by separate monthly invoices). No interest, fees or other costs of any kind are charged for paying in instalments; the Provider gives the instalments himself, and no third party provides credit or takes over the claim. The Client may pay the outstanding balance early at any time at no cost.

5.5.1. If the Client ends the contract or the hosting early (clause 8.3), the balance of a Build already accepted and provided remains payable, because it is the price of services already provided (Civil Code Article 6.721(1)), not a penalty. A business client pays the unpaid balance within 14 days of the termination taking effect. A consumer goes on paying it on the same instalment schedule, unless they decide to pay earlier. If the Provider terminates under clause 8.8, every Client goes on paying the balance on the schedule. There is no extra charge for termination.

5.5.2. A missed instalment. Only the interest in clause 5.10 (for a consumer, clause C.9) runs on a late instalment; there are no other fees or penalties. The Website is not suspended for a missed instalment. If an instalment is unpaid for more than 60 days after its due date and the Client does not pay it within 14 days of the Provider's written warning stating this consequence, the Provider may require the whole unpaid balance to be paid within 14 days.

5.5.3. If the Build module ends before the work is accepted, the balance under clause 5.5 is not payable; the Client pays only the sum in clause 8.4, item 1.

5.6. Hosting with Upkeep is paid in advance for each Billing Period. Invoices – for a month or for 12 months – are issued by the Panel at the start of each Billing Period. The first Billing Period starts on the day the Website goes public (for a working website moved in, the day it starts running on the Provider's server). Nothing is paid for hosting before that day.

5.6.1. An order through the Panel (clause 17.2.2). The first Billing Period starts on the day the Client creates the website in the Panel and it starts running on the Provider's server, not on the day the order is placed. For a consumer who did not tick the request in clause C.4.1, the website can be created and the service started only once the 14-day withdrawal period has ended.

5.7. Zoho Mail is paid 12 months in advance. Ad management and social media are paid monthly in advance. Extra work, video clips, property care, repairs and photography are paid once done, against an invoice (repair materials against their purchase documents).

5.8. The domain's renewal is paid by the Client directly to the registrar, at the registrar's price, with auto-renew switched on in the Client's own registrar account. The Provider does not pay for or invoice the renewal. While Hosting with Upkeep is provided, the Panel checks the domain's expiry date daily and warns the Client by email in advance.

5.9. All the Provider's invoices are invoices (sąskaita faktūra) without VAT. They are due 14 days after issue. The invoice number is given as the payment reference. Invoices are sent by email and are available in the Client Area or the Panel.

5.10. Interest on late payment (business clients). Where the Client is an economic operator to which the Republic of Lithuania Law on the Prevention of Late Payment in Commercial Transactions applies, interest is payable for each day of delay at the rate that law sets (the rate the European Central Bank applies to its main refinancing operations plus 8 percentage points, as Article 2(5) and Article 3(2) of that law provide), and the Provider is entitled to EUR 40 as compensation for recovery costs, as that law provides. In other cases where both parties act for business purposes, interest is 6% a year. For a consumer, Annex C applies.

5.11. Pausing extra features. If a hosting invoice is still unpaid 14 days after its due date, the Panel pauses only its own extra features (for example, the file manager, restores from backups, a staging copy). Restoration at the Client's request is not paused. The Website, its email and its backups are never paused or deleted for an unpaid invoice. This does not limit clause 8.7; once the contract has ended, Section 10 and Annex B apply. The features resume once the invoice is paid. For other unpaid invoices, the Provider may, after warning the Client in writing, suspend starting new work until the invoice is paid.

6. The course of the work, deadlines and the Client Material

6.1. The work proceeds in this order: the contract and the deposit; an audit of the current website (only with permission) and a questionnaire; further questions, if any remain; progress visible in the Client Area; delivery; the Website's launch; Hosting with Upkeep, if ordered.

6.2. Audit. The Provider audits the current website only with the Client's permission (in the Order or in writing). During the audit the Provider downloads the website's files and keeps them only as long as the work needs them; they are deleted at the latest within 30 days of acceptance of the work or the end of the contract.

6.3. Questionnaire and material. The Provider sends a questionnaire with design, structure and layout proposals. The Client supplies the answers and the Client Material. The Provider confirms in writing the day on which he received all the answers and material needed to start the work.

6.4. Deadline. The build deadline is stated in the Order and runs from the day referred to in clause 6.3. The work is usually delivered within two weeks of that day; the exact deadline depends on the extent of customisation and the size of the order.

6.5. The deadline is extended accordingly when the Client is late with answers, material or comments, when the parties agree further changes in writing, or in case of force majeure (section 12).

6.6. If the Provider does not deliver the work by the deadline, the Client may set a reasonable additional period in writing. If the work is not delivered within it, the Client may terminate the Build module; the Provider then returns the sums paid for services not provided and compensates the Client's losses under section 11.

6.7. Client Material. The Client ensures that they have the right to use the material they supply and that it does not infringe the law or the rights of third parties. The Provider may refuse to publish material that is manifestly unlawful.

6.8. Access. Accounts with third-party services (the domain, Google, payment services, Booking.com, Airbnb and the like) are registered in the Client's name. The Client gives the Provider only the access the work needs; the Provider does not use it for any other purpose.

6.9. Launch. Once the work is accepted, the Website goes public. Where needed, the Provider helps set up SEO, Google Analytics, Google Ads, Tag Manager and Search Console.

7. Acceptance and defects

7.1. Having finished the work, the Provider tells the Client where it can be checked (at a preview address or in the Client Area).

7.2. Within 7 days the Client checks the work and lists any defects in writing. The Provider fixes the listed defects within a reasonable time and tells the Client again.

7.3. The work is accepted when the Client confirms acceptance in writing or asks for the Website to go public. The work is not accepted merely because the Client stays silent. If within 30 days of the notice in clause 7.1 the Client neither accepts the work nor lists defects, the Provider reminds the Client in writing; if the Client does not reply within 14 days of the reminder, either party may end the Build module in writing, and clauses 8.3 and 8.4 then apply. The Client may accept work with minor defects left that do not prevent use of the Website; the Provider fixes those defects after acceptance too.

7.4. Defects that appear within 3 months of acceptance are fixed by the Provider free of charge. While Hosting with Upkeep is provided, the Provider fixes faults in the Website free of charge for its whole duration. A consumer's rights as to quality are set out in Annex C.

7.5. Not a defect: anything caused by changes the Client or third parties made, or by changes to third-party services (for example Booking.com, Airbnb, payment or Google services) after acceptance, where the Website was not under the Provider's upkeep at the time.

8. Term of Hosting with Upkeep and termination

8.1. Hosting with Upkeep is provided for 12 months, or for any longer term stated in the Order, from the start of the first Billing Period. The Client chooses to pay monthly or 12 months in advance.

8.1.1. Ordered through the Panel (clause 17.2.2), Hosting with Upkeep is provided on the same terms – 12 months, then for an indefinite period (clause 8.2) – and is billed monthly or for 12 months in advance (clause 4.4), as the Client chooses at the order step.

8.1.2. The Client may change the Billing Period – from a month to 12 months or back – by notice to the Provider (clause 14.1). The new Billing Period applies from the first Billing Period that starts after the Provider receives the notice; the period already paid runs to its end, and the amount paid for it is not recalculated because of the change. The new period is paid at its price (clause 4.4). The change does not alter the term in clause 8.1.

8.2. When the term in clause 8.1 ends, Hosting with Upkeep continues for an indefinite period on the same terms and with the same Billing Period (unless the Client changes it under clause 8.1.2), until either party ends it under this section. No later than 30 days before the term ends, the Provider reminds the Client by email that the term is ending and that the Client may end the service at any time.

8.3. The Client's right to terminate. The Client may at any time terminate the whole contract or any of its modules, even if the Provider has already begun performing it, by notice in writing. Termination takes effect on the day stated in the notice, but not before the Provider receives it. The Client pays only the part of the price proportionate to the services provided up to that day and reimburses other reasonable expenses the Provider incurred in performing the contract before receiving the notice. There are no other charges, penalties or fees for termination.

8.4. The proportionate part of the price is worked out as follows:
1) for the Build module – by the extent of the work actually done, measured by the Provider's record of working time (which the Provider shows the Client) at the €35 hourly rate, together with the domain registration fee actually paid under clause 5.3, but never more than the build price. If the Build module ends before acceptance and the Provider has not yet given the notice in clause 7.1, or has not fixed the listed defects within the reasonable time in clause 7.2, the Client pays in total no more than the deposit paid, and no further invoice for the Build is issued. In every other case the Client pays the sum under the first sentence. The deposit paid is credited; if it exceeds the amount due, the difference is returned;
2) for services paid in advance (Hosting with Upkeep, ad management, social media) – by days, as clause 8.5 states.

8.5. Refund of sums paid in advance. When a service paid in advance ends, the Client is refunded: price paid for the period × number of unused days left in the period ÷ total number of days in the period. This rule applies to yearly payment too: the refund is worked out from the yearly price actually paid (10 months' price for 12 months), so the yearly discount is kept for the part of the period used and is not recalculated. Example: €149.90 paid for a 365-day period, the service ends after 120 days, the refund is 149.90 × 245 ÷ 365 = €100.62. The refund is paid within 14 days of the termination taking effect.

8.6. Zoho Mail. When this service ends, the Client chooses: to use the mailboxes until the end of the paid period, or to ask for them to be moved (clause 10.4) and take back the unused sum. The refund is sum paid for the year × number of whole unused months ÷ 12; a month begun counts as used. No other costs are deducted. The refund is paid within 14 days of the termination taking effect.

8.7. The Provider's right to terminate for the Client's breach. The Provider may terminate the contract or the module concerned by giving the Client at least 14 days' written notice, if the Client materially breaches the contract and does not remedy the breach within that time, namely if the Client:
1) leaves an invoice unpaid for more than 60 days after its due date and the total unpaid on such invoices is at least €100; or
2) uses the Website or the Provider's server unlawfully: distributes unlawful content, malicious software or spam, commits fraud or infringes the rights of third parties. Where this poses a direct threat to the server, other clients or third parties, the Provider may immediately restrict access to the content concerned only; he informs the Client at once and gives a statement of reasons within 1 working day (Information Society Services Law Article 15(2), Regulation (EU) 2022/2065 Article 17).

8.8. The Provider's right to terminate for other important reasons. In other cases the Provider may terminate the contract unilaterally only for important reasons, for example if he ceases his individual activity or cannot continue providing the services for health reasons. He then gives the Client at least 90 days' written notice, helps move the Website, and fully compensates the losses the Client incurs, as Article 6.721(2) of the Civil Code requires.

8.9. When the Provider terminates, the unused sum paid in advance is refunded under clause 8.5.

8.10. The end of the contract does not affect the parties' obligations to pay for services already provided, or the provisions of section 9 (intellectual property), section 10 (handover), section 13 (confidentiality) and Annex B.

8.11. If the Provider dies or can no longer act, the Client's payments for later periods end; unused prepaid sums are a claim against the Provider's estate. Each month the Provider automatically places the copy in clause 10.7 in storage the Client names.

9. Intellectual property

9.1. The Work. The Work is the Client's Website "[website name, domain]" named in the Order and the other results the Provider creates under this contract specifically for the Client: the Website's source code (a computer program), the database structure, the design and layout, texts written by the Provider, images, photographs and video clips he creates. The kind of Work and its main requirements are set out in the Order and in the Client's answers to the questionnaires. Later changes (extra work, changes under the Priežiūra plan) are separate works: each is identified in a written order or request in the Client Area or by email and in its invoice, and the rights in it are transferred on the terms of this section by the order for that change (Law on Copyright and Related Rights Article 38(3)).

9.2. Rights transferred. The Provider transfers to the Client all the economic rights in the Work listed in Article 15(1) of the Law on Copyright and Related Rights: to reproduce the Work in any form or manner; to publish it; to translate it; to adapt, change and otherwise transform it; to distribute the original or copies; to display it publicly; to perform it publicly; to broadcast, rebroadcast and otherwise communicate it to the public, including making it available to the public on the internet. The Client also acquires the right to transfer these rights or allow third parties to use them.

9.3. The rights are transferred exclusively: the Provider does not use the Work himself or allow others to use it, except as clause 9.10 provides. Territory – the whole world. Term – the whole duration of copyright. The Provider confirms that he is the author of the Work or entitled to transfer these rights (where he engages other authors, he acquires the necessary rights from them), and that the Work does not infringe third parties' rights; this does not apply to the Client Material. The Provider may use generative AI tools; to the extent part of the Work is not protected by copyright, the Client uses it without restriction and no rights in it are transferred.

9.4. Remuneration and when the rights pass. The remuneration for the rights transferred is included in the build price stated in the Order (for later changes, in their price) and is paid as section 5 sets out; there is no separate author's fee. The rights pass to the Client once the full price of the work concerned is paid; where the balance is paid in instalments (clause 5.5, item 2), the rights pass on launch day, and the Provider has only a money claim for unpaid instalments. If the Build module ends before acceptance, the rights in the part of the Work created until then pass once the sum in clause 8.4 is paid. Until the rights pass, the Client may use the Work to review it and to perform this contract.

9.5. Moral rights stay with the author and are not transferred. The Provider does not require his name to appear on the Website and does not exercise these rights so as to restrict unreasonably the Client's right to change and distribute the Work.

9.6. The Provider's Components remain the Provider's. The Provider grants the Client a non-exclusive licence to reproduce in any form, change, adapt and otherwise transform, distribute copies of and communicate to the public, including making available on the internet, the Provider's Components that form part of the Website, and to allow third parties (for example another developer or host) to do so, as far as the operation and development of the Client's Website requires. Territory – the whole world; term – the whole duration of copyright; remuneration – included in the build price; the licence survives the end of the contract, the Provider does not revoke it, and the Client may transfer it together with the Website (for example on selling the accommodation property). The Client may not distribute or sell the Provider's Components separately from the Website. The licence takes effect at the moment in clause 9.4 or, where there is no Build module, on the day the Website is created on the Provider's server; the remuneration is then included in the hosting price.

9.7. Open-Source Components are used under their own licences, which nothing in this contract changes. The Provider supplies their list and licences when handing over the Website.

9.8. Third-party licences (fonts, photo libraries, paid services) are used on their own terms. If a licence cannot be transferred to the Client, the Provider says so in advance and proposes an alternative.

9.9. The Client Material remains the Client's. The Client grants the Provider a non-exclusive, free licence to use it solely to perform this contract, for the term of the contract.

9.10. Portfolio. If the Client allows it in the Order, the Provider may show a link to the Website and screenshots of it in his portfolio. The Client may withdraw this permission in writing at any time, with effect for the future.

10. Handover at the end

10.1. Where Hosting with Upkeep is not ordered, the Provider hands the Website over to the Client within 14 days of acceptance of the work. Where Hosting with Upkeep ends, within 14 days of its end or, if the Client asks for handover when ending it, of that request. The Client pays only for the build and the services actually provided.

10.2. Handed over: the Website's source code, a database export, the media files, the configuration (without the Provider's secret keys and passwords, which are replaced with the Client's), the list of Open-Source Components, short installation instructions, and access to every Client account the Provider managed.

10.3. The Client's data (including guests' data) is returned under Annex B whether or not the Client owes anything. Rights in the Work pass as clause 9.4 states.

10.4. Zoho Mail mailboxes are, at the Client's choice, moved to the Client's own Zoho account or their content is exported in a standard format. A Cloudflare zone held in the Provider's account is moved to the Client's account. The domain is the Client's and sits in the Client's registrar account; the Provider hands over every domain-related setting he managed (for example DNS records).

10.5. The basic handover under this section is free. Further help installing the Website with another host is provided as extra work.

10.6. After handover, the Provider deletes the Client's data as Annex B sets out.

10.7. While Hosting with Upkeep runs, the Client may, through the Client Area, the Panel or from the email address in the Order, once the Provider has confirmed the Client's identity, ask for a copy of the items in clause 10.2 other than account access. The Provider gives it within 14 days of that confirmation, over an encrypted connection, in a commonly used machine-readable format, without the Provider's secret keys and passwords. The copy is free. Clauses 9.4 and 9.6 to 9.9 govern the rights in the copy; until the rights pass it may be used only as a backup. Giving it does not end the hosting and is not a handover under clauses 10.1 and 10.6.

11. Liability

11.1. A party in breach of the contract compensates the other for the resulting losses under the Civil Code of the Republic of Lithuania, subject to this section.

11.2. Nothing in this contract limits or excludes liability for losses caused intentionally or by gross negligence, for injury to health, loss of life or non-pecuniary damage, or liability that cannot be limited under mandatory rules of law.

11.3. Business clients. Except in the cases in clause 11.2, the Provider's total liability under this contract is limited to the greater of the sums the Client paid in the 12 months before the event and €500. The Provider is not liable for lost income. This limit also applies to breaches of Annex B but does not limit data subjects' rights. This clause does not apply to a consumer (Annex C).

11.4. The Provider is not liable for the content of the Client Material, or for outages of third-party services the Provider did not engage to perform this contract (for example Booking.com, Airbnb, the Client's payment services, Google, the domain registrar). For sub-processors and other third parties he engages, the Provider is liable as for himself.

11.5. The Provider gives no guarantee of a specific percentage of availability of the Website unless the Order states one. The Provider fixes outages within a reasonable time and announces planned work during which the Website may be unavailable in advance, where possible.

11.6. Where Hosting with Upkeep is ordered, the Provider makes an encrypted backup of the whole server (and so of the Website's files and databases) every night and keeps the backups so that the Website can be restored to its state on any of the last 30 days: up to 9 days on the server, an encrypted off-site copy in the European Union (Annex B) for 30 days, and on the Provider's computer one copy a day for 14 days, one a week for 8 weeks and one a month for 6 months. The Website's files, databases or the whole Website are restored through the Panel or at the Client's request. The Provider uses all reasonable efforts to make the backups and keep them restorable, but does not guarantee that no data is ever lost (for example changes made after the last backup); this does not limit clause 11.2 or a consumer's rights under Annex C.

11.7. Advertising, social media and SEO services are provided with care, but the Provider does not guarantee a specific result (number of bookings, search rankings or income).

12. Force majeure

12.1. A party is released from liability for non-performance if it proves that the non-performance was due to circumstances it could not control or reasonably foresee when the contract was made, and whose occurrence or consequences it could not prevent (Article 6.212 of the Civil Code).

12.2. The party informs the other without delay of such circumstances and their effect on performance. Temporary circumstances release from liability only for a reasonable period.

12.3. If such circumstances last longer than 30 days, either party may terminate the module concerned in writing; the unused sum paid in advance is refunded under clause 8.5.

13. Confidentiality

13.1. The parties do not disclose to third parties non-public information received in performing the contract (access credentials, business information, the terms of the contract), except where the law requires it, where the information is already public, or where it is disclosed to a party's professional advisers bound to keep it confidential.

13.2. This obligation lasts for the term of the contract and 3 years after its end. Protection of personal data is governed by Annex B.

14. Notices

14.1. Notices are sent by email: to the Provider at info@sudievu.lt, to the Client at the address stated in the Order. Notices may also be sent through the Client Area, through the Panel or by post: to the Provider at Placio g. 124, Karklė, LT-92383 Klaipėda city municipality, to the Client at the address stated in the Order.

14.2. A notice is deemed received on the working day after it is sent, unless the sender receives a non-delivery report.

14.3. Each party promptly tells the other of any change to its contact details.

14.4. DSA single point of contact and notices of illegal content: info@sudievu.lt (Lithuanian, English). Give the exact URL, why the content is illegal, your name and email address (not needed for reports of child sexual abuse offences), and confirm your good-faith belief that the notice is accurate and complete.

15. Price changes

15.1. Prices do not change during the term in clause 8.1 or during a period already paid.

15.2. After that, the Provider may change the prices of Hosting with Upkeep and other recurring services no more than once in 12 months, and only for these reasons: a change in the Provider's costs (server, licences, Zoho, registrar prices), a change in taxes, or a change in the general price level.

15.3. The Provider gives the Client notice of a price change by email no later than 30 days before the Billing Period from which the new price applies, stating the new price, when it applies, the reason, and the Client's right to terminate.

15.4. On receiving such a notice, the Client may, before the new price applies, terminate the service concerned at no cost; the unused sum paid in advance is refunded under clause 8.5. If the Client does not terminate, the new price applies from the period stated.

15.5. The domain renewal price is set by the registrar; it is paid as clause 5.8 states, and this section does not apply to it.

15.6. Changes to the price list at sudievu.lt do not change the prices in this contract except as this section sets out.

16. Disputes and governing law

16.1. The contract is governed by the law of the Republic of Lithuania.

16.2. The parties first try to settle disputes by negotiation. If a dispute is not settled within 30 days, it is decided by the courts of the Republic of Lithuania with jurisdiction over the Provider's place of residence. This clause does not apply to a consumer; the consumer dispute procedure is in Annex C.

17. Language and conclusion of the contract

17.1. The contract is made in Lithuanian. A translation into another language is for information only; in case of discrepancy, the Lithuanian text applies.

17.2. Concluding the contract. The contract is concluded in the Provider's online interface in one of two ways: in the Client Area at sudievu.lt/zona (clause 17.2.1), or by ordering Hosting with Upkeep in the Panel at panel.sudievu.lt (clause 17.2.2). The parties agree that the contract is concluded only in one of these ways or with qualified electronic signatures.

17.2.1. In the Client Area. The contract is concluded in the Client Area by these steps: 1) the Provider prepares the Order and the contract text; 2) the Client, signed in to their account, reads the whole contract with its annexes and can download and keep it as a PDF; 3) before signing, the Client sees the services chosen, the prices, the term of the contract and its minimum duration, and can go back and ask for the Order to be corrected if they spot a mistake; 4) the Client types their name, ticks their consent and enters a one-time code received by email, then presses the button "Pasirašau – užsakymas su prievole sumokėti" ("I sign – order with obligation to pay"); 5) the Client Area stores a SHA-256 checksum of the signed text and the date and time of signing. The Provider signs the same way or with a qualified electronic signature. For this signature to have the force of a handwritten signature, the parties agree to it in advance in writing (Law on Electronic Identification and Electronic Transaction Trust Services Article 5(1)): before the first signing, the Client confirms the Provider's agreement on this signature with a qualified electronic signature or a hand-signed document, or failing that by email from the address stated in the Order; the agreement is kept on a durable medium. Either party may require the contract, or the transfer of rights in its section 9, to be confirmed with qualified electronic signatures.

17.2.2. In the Panel. Only Hosting with Upkeep is ordered in the Panel (no Build module). The steps: 1) the Client signs up through a link received by email (which confirms their email address); 2) at the order step the Client chooses a plan, gives their details and states whether they enter into the contract for the purposes of their business (section A.2), and immediately before ordering clearly sees the information in clause C.2, including the plan's features, the chosen Billing Period with its price and the price per month, the term of the contract and its minimum duration, can download and keep the text of these terms, and can go back and correct their choices; 3) the Client ticks that they have read and accept these terms; 4) a consumer who wants the service to start during the withdrawal period ticks the request in section A.7 (clause C.4.1); 5) the Client presses the button "Užsakyti su prievole sumokėti" ("Order with obligation to pay"). The order screen is the Provider's offer to contract on these terms; the contract is concluded when the Client presses that button. The details shown on the order screen and the choices the Client ticked are the Order (Annex A); no signatures (section A.8) are needed. The Panel stores the order details, the date and time it was placed, and the version of these terms then in force. A contract concluded this way involves no transfer of copyright in a Work; changes under the Priežiūra plan are governed by clause 9.1.

17.3. The contract is made in Lithuanian (the English translation is for information). The concluded contract is stored in the Client Area or in the Panel and is available to the Client there for the term of the contract and 10 years after it ends.

17.4. No later than the next working day after the contract is concluded, and in any case before the services start, the Provider emails a confirmation of the contract on a durable medium: for a contract concluded in the Client Area, to both parties, the signed contract with all its annexes and the signing details as one self-contained electronic document (in HTML, attached to the email), which the Client can open in any browser without an internet connection, store, print, or save as a PDF from the browser; for a contract concluded in the Panel, to the Client, at once after the order, an email with the Order details and these terms with all their annexes attached. Where the Client is a consumer and ticked the request in section A.7 of the Order (in the Client Area or in the Panel), this confirmation states that their express request to start the services during the withdrawal period and their acknowledgement of losing the right of withdrawal were received.

18. Final provisions

18.1. The contract takes effect when it is concluded as clause 17.2 sets out (in the Client Area, when both parties have signed it; in the Panel, when the Client presses the order button) and remains in force until the parties have performed their obligations or it is terminated.

18.2. The contract and its annexes may be changed only by written agreement of both parties, except for price changes under section 15 and changes to the sub-processor list under Annex B.

18.3. The Provider does not transfer his rights and obligations under this contract without the Client's written consent. The Client may transfer them, for example on selling the accommodation property, with the Provider's written consent, which the Provider does not refuse without reason.

18.4. If any provision is held invalid, the other provisions remain in force.

ANNEX A – ORDER No. [ ]

This is the Order form: the fields in square brackets are filled in for each Order.

To Services Contract No. [ ], dated [ ].

Where the contract is concluded in the Panel (clause 17.2.2), this annex consists of the details shown on the order screen and ticked by the Client (the Client's details, the A.2 declaration, the plan and its price, the A.7 request), which are emailed to the Client (clause 17.4); for such an order the rows of sections A.3–A.6 on the Build, the domain and the deposit do not apply.

A.1. Client

A.2. Client's declaration (completed by a natural person)

Tick one:

• ☐ I enter into this contract for the purposes of my business – [state, e.g. providing accommodation services, letting property, business certificate / individual activity No. ]. Annex C does not apply.
• ☐ I enter into this contract not for business purposes (or business purposes do not predominate). Annex C applies.

If a natural person ticks neither box, the second is deemed ticked and Annex C applies. A legal person does not complete this section.

A.3. Services chosen and prices

A.4. Domain

A.5. Deposit and deadline

A.6. Permissions

• ☐ I allow an audit of the current website [address] and the download of its files (clause 6.2).
• ☐ I allow the Provider to show the Website in his portfolio (clause 9.10).

A.7. Consumers only: request to start the services earlier (Annex C, clause C.4)

• ☐ I ask for the services (including registration of the domain) to start before the 14-day withdrawal period ends. I understand that if I withdraw from the contract within that period, I will have to pay proportionately for the services provided up to my withdrawal, and that if the services are fully provided within that period, I will lose the right to withdraw from the contract.

A consumer ticks this box only by their own choice. If it is not ticked, the services start once the 14-day period has ended.

A.8. Signatures

Signed in the Client Area as clause 17.2 sets out (or with qualified electronic signatures).

ANNEX B – DATA PROCESSING AGREEMENT

This annex implements Article 28(3) of Regulation (EU) 2016/679 of 27 April 2016 (GDPR).

B.1. Roles

B.1.1. As regards the data of the Website's visitors, guests and other persons processed in the Website, its email and its backups, the Client is the controller and the Provider is the processor.

B.1.2. The Provider processes the Client's own contact and billing data, as the Provider's client, as a controller under his privacy notice at sudievu.lt; this annex does not apply to that data.

B.1.3. Payment accounts the Client opens itself (for example Stripe, Paysera), through which guests pay for accommodation, are the Client's own contracts with those providers; those providers are not the Provider's sub-processors.

B.2. Subject-matter, duration, nature and purpose of processing

B.3. Instructions (GDPR Art. 28(3)(a))

B.3.1. The Provider processes personal data only on the Client's documented instructions: this contract, the Order and the Client's instructions in writing. This also applies to transfers of data to third countries.

B.3.2. If Union or Lithuanian law requires processing otherwise, the Provider informs the Client before processing, unless that law prohibits such information on important grounds of public interest.

B.3.3. The Provider immediately informs the Client if, in his opinion, an instruction infringes the GDPR or other data protection provisions.

B.4. Confidentiality (point (b))

The Provider processes the data himself. If he authorises another person to process it, that person first commits to confidentiality.

B.5. Security (point (c), GDPR Art. 32)

B.5.1. The Provider applies appropriate technical and organisational measures. On the day of signing they include: encryption of data in transit (TLS); key-only sign-in to the server; a firewall and blocking of repeated sign-in attempts; a separate system user and database for each website; automatic security updates; a nightly encrypted backup of the whole server (kept up to 9 days on the server, as an encrypted copy in Backblaze B2 storage in the EU for 30 days, locked against change and deletion, and up to 6 months on the Provider's computer); only the Provider has access to the server.

B.5.2. The Provider may change these measures, but without lowering the overall level of security.

B.6. Sub-processors (point (d), GDPR Art. 28(2) and (4))

B.6.1. The Client gives general written authorisation to engage these sub-processors:

B.6.2. The Provider informs the Client by email at least 30 days in advance of any intended addition or replacement of a sub-processor. The Client may object on reasonable grounds within 14 days. If the parties do not agree, the Client may terminate the service concerned at no cost; the unused sum paid in advance is refunded under clause 8.5 of the contract.

B.6.3. Each sub-processor is bound by contract to the same data protection obligations as this annex. The Provider is liable to the Client for each sub-processor's performance of its obligations.

B.6.4. Data is transferred to third countries only in compliance with Chapter V of the GDPR.

B.7. Help with data subjects' requests (point (e))

The Provider forwards requests from data subjects to the Client without delay and does not answer them himself unless the Client asks him to. The Provider helps the Client fulfil the requests (for example finding, correcting, deleting or exporting data), taking into account the nature of the processing.

B.8. Help with GDPR Articles 32–36 (point (f))

B.8.1. The Provider helps the Client ensure security, notify personal data breaches, carry out data protection impact assessments and consult the supervisory authority, taking into account the nature of the processing and the information available to him.

B.8.2. Breaches. On becoming aware of a personal data breach, the Provider informs the Client without undue delay, and in any case within 48 hours, by email and by phone. The notice states, as far as known at the time: the nature of the breach, the categories and approximate number of data subjects and records concerned, the likely consequences and the measures taken or proposed. The Provider supplies missing information as soon as he learns it.

B.8.3. Help under clauses B.7 and B.8 is free as long as it does not exceed the usual extent. Help of a larger extent, agreed in advance, is paid as extra work, except where it is needed because of the Provider's breach.

B.9. Information and audits (point (h))

The Provider makes available to the Client all information necessary to demonstrate compliance with this annex, and allows for and contributes to audits, including inspections, by the Client or an auditor mandated by the Client, at a time agreed in advance. The Client bears the cost of the audit, unless the audit reveals a material breach by the Provider.

B.10. Return and deletion at the end of the services (point (g))

B.10.1. When the services end, at the Client's choice the Provider within 30 days returns all personal data to the Client (a database export, the files, email content in a standard format) or deletes it. The return does not depend on whether the Client owes anything.

B.10.2. After the return, the Provider deletes existing copies. In backups, the data is deleted when their retention cycle ends (no more than 6 months; the copy in Backblaze B2 storage is locked for 30 days and cannot be deleted earlier); until then it is kept encrypted and not used.

B.10.3. Data is kept only to the extent Union or Lithuanian law requires it to be stored.

B.10.4. Files downloaded during an audit of the current website are deleted under clause 6.2 of the contract.

B.11. The Client's obligations

The Client ensures that it has a lawful basis for processing the data it entrusts to the Provider and that it gives data subjects a privacy notice.

ANNEX C – CONSUMER ANNEX

C.1. Application

C.1.1. This annex applies where the Client is a consumer: a natural person entering into the contract for purposes not related to their business, trade, craft or profession (Civil Code Article 6.228¹), and, where the Client is a natural person, in any event where section A.2 of the Order does not declare a business purpose. It also applies where the contract is made for both personal and business purposes but the business purposes do not predominate.

C.1.2. This annex prevails over the other provisions of the contract. Nothing in the contract limits the consumer's rights under the law.

C.2. Information before the contract (Civil Code Article 6.228⁷(1))

C.3. Right of withdrawal

C.3.1. The consumer has the right to withdraw from the contract within 14 days without giving any reason. The period runs from the day the contract is concluded.

C.3.2. To exercise the right, the consumer must inform the Provider of the decision by a clear statement: in the Client Area (clause C.3.4), by email to info@sudievu.lt or by post to Placio g. 124, Karklė, LT-92383 Klaipėda city municipality. The consumer may use the model form in clause C.10, but it is not obligatory.

C.3.3. The time limit is met if the consumer sends the statement before the 14-day period ends. The Provider confirms receipt by email without delay.

C.3.4. The withdrawal function. This contract is concluded through the Provider's online interface (clause 17.2), so the consumer can also withdraw from it in the interface where they concluded it (Civil Code Article 6.228¹⁰(11)–(15)): a contract concluded in the Client Area, in the Client Area at sudievu.lt/zona; a contract concluded in the Panel, at panel.sudievu.lt, in the Client's overview. Once signed in, a function labelled "Atsisakyti sutarties čia" ("Withdraw from contract here") is clearly visible and easy to reach throughout the withdrawal period. In it the consumer gives or confirms their name, the contract number and the email address to which the confirmation is to be sent, and submits the statement with the button "Patvirtinti sutarties atsisakymą" ("Confirm withdrawal"). The Provider emails an acknowledgement of receipt without delay, with the content of the statement and the date and time it was submitted. The withdrawal is in time if the statement is submitted before the withdrawal period ends.

C.4. Services during the withdrawal period

C.4.1. During the 14-day withdrawal period the Provider starts the services, including registration of the domain, only if the consumer expressly asks for it on a durable medium (in section A.7 of the Order, at the Panel's order step or by email) and acknowledges that they lose the right of withdrawal once the contract has been fully performed.

C.4.2. If the consumer, having asked for the services to start, then withdraws within the 14 days, they pay for the services provided up to the withdrawal statement, in proportion to the total price set in the contract. Where 12 months were paid in advance, that amount is worked out by days from the yearly price paid, as in clause 8.5, and the rest of the amount paid is refunded.

C.4.3. If the consumer did not ask for the services to start during the withdrawal period, they pay nothing for that period. In that case the services start (the domain is registered, the work starts, the website is created in the Panel) once the 14-day period has ended. The consumer may pay the deposit at once.

C.4.4. The balance and instalments. If the consumer withdraws within the 14 days, no balance (clause 5.5) is payable, and the instalment arrangement ends with the contract at no cost to the consumer; the consumer pays only the proportionate sum in clause C.4.2, if they asked for the services to start. The Provider gives the instalments himself, free of interest and of any fees; on a late instalment the consumer pays only the interest in clause C.9.

C.5. When the right of withdrawal does not apply

The consumer loses the right of withdrawal once the services have been fully provided within the withdrawal period, if before they started the consumer expressly consented and acknowledged that they would lose the right once the contract was fully performed. The right does not apply to repair and maintenance work done at the consumer's specific request for an urgent visit, except for additional services or goods the consumer did not specifically request.

C.6. Refunds

C.6.1. If the consumer withdraws, the Provider refunds all sums the consumer paid without delay and no later than 14 days after receiving the statement, except the proportionate sum in clause C.4.2. The refund uses the same means of payment the consumer used, unless the consumer expressly agrees otherwise; the consumer pays no fee for the refund.

C.6.2. Deposit and domain. The deposit is returned in full: neither the domain registration fee nor the proportionate sum in clause C.4.2 is deducted from it, even where the consumer made the request in clause C.4.1. The registered domain remains the consumer's in every case. If the consumer withdraws when only the deposit has been paid, no sum under clause C.4.2 is invoiced for the Build.

C.6.3. The deposit refund right in clause 5.4 of the contract (14 days from paying the deposit) applies to the consumer in addition; whichever rule is more favourable to the consumer applies.

C.7. Quality: the legal guarantee

C.7.1. The Website and Hosting with Upkeep are digital content and digital services covered by the legal guarantee (Civil Code Articles 6.228¹⁷–6.228²⁴).

C.7.2. The Provider is liable under the law for any lack of conformity of the Website (a single supply of digital content) that existed when it was supplied and became apparent within two years of supply. For Hosting with Upkeep (a continuously supplied service), the Provider is liable for any lack of conformity throughout the period of supply.

C.7.3. In case of a lack of conformity, the consumer may require it to be fixed free of charge within a reasonable time and, in the cases the law provides, a price reduction or termination of the contract with refund of the sums paid within 14 days. Until the lack of conformity is fixed, the consumer may withhold payment of the price or part of it.

C.7.4. During Hosting with Upkeep the Provider supplies free updates, including security updates, needed to keep the service in conformity. Where hosting is not ordered, the Provider informs the consumer of such updates to the Website and supplies them free of charge for the period the consumer can reasonably expect (Civil Code Article 6.228¹⁹(5), item 2). The Provider may make other modifications to the digital service only under the conditions of Civil Code Article 6.228²⁴.

C.7.5. Neither the provision of clause 7.3 of the contract on accepting work with minor defects nor the 3-month period in clause 7.4 limits the consumer's rights under this clause.

C.8. Complaints and disputes

C.8.1. A consumer who believes their rights have been infringed first contacts the Provider in writing (info@sudievu.lt) stating their claims, no later than 3 months from the day they learned or should have learned of the infringement, unless they go directly to court. The Provider handles the complaint free of charge and, if he disagrees with the claims, gives a full reasoned written reply within 14 days, supported by documents (copies attached), naming the body in clause C.8.2.

C.8.2. If the reply does not satisfy the consumer, within one year of contacting the Provider the consumer may apply to the out-of-court consumer dispute body: State Consumer Rights Protection Authority (Valstybinė vartotojų teisių apsaugos tarnyba), A. Goštauto g. 12, LT-01108 Vilnius, vvtat.lrv.lt (applications may be filed through the Consumer Rights Information System, vtis.lt).

C.8.3. The consumer may also go to court under the jurisdiction rules set by law. Clause 16.2 of the contract on jurisdiction does not apply to the consumer.

C.9. Provisions of the contract that do not apply, or apply differently, to a consumer

C.10. Model withdrawal form

(complete and return this form only if you wish to withdraw from the contract)

To: Justas Vaičekauskas, Placio g. 124, Karklė, LT-92383 Klaipėda city municipality, email info@sudievu.lt

I hereby give notice that I withdraw from my contract for the provision of the following service: Services Contract No. [ ].

Ordered on (date the contract was concluded): [ ]

Consumer's name: [ ]

Consumer's address: [ ]

Consumer's signature (only if this form is notified on paper): [ ]

Date: [ ]