Terms of Service

These terms of service apply to the online system WiseXML (DMP), which is designed to communicate, compare, transform and export information from suppliers. Detailed description of the online program can be found on the website www.wisexml.com

  1. General provisions
    1. These terms of service constitute a legally binding contract between the Customer and the Service Provider defining the terms of use of the online system WiseXML (DMP) (hereinafter referred to as the System). This legal contract is referred to below as the Terms.
    2. Service provider – UAB ELSOFT, company code 301593663, VAT identification number LT100004846317, registered office address: Kauno st. 16, 03210 Vilnius (hereinafter referred to as the Service Provider, Contractor, Data Controller).
    3. Customer – __________, company code ___________, address ____________. Represented by ______________.
  2. Acceptance of the Terms
    1. The Customer wishing to use the System must first agree to the Terms. If the Terms are not agreed with, the Service Provider shall not grant access to the System.
    2. By using the System, the Customer acknowledges that he/she has read and fully agrees to these Terms of Service.
  3. Terms of Service
    1. The Customer may access the System from any computer that has an Internet connection and can connect to the System through such connection.
    2. The Service Provider shall send login details to the System to the Customer’s e-mail account. The Customer is responsible for storing and not disclosing this data to persons who are not authorized to access the System.
    3. The Service Provider shall not give any assurance as to the suitability of the System for the Customer. Upon agreement of both parties, the Customer may test the free version and assess whether the System meets expectations. If the Customer considers that the System is not suitable for him/her, he/she may not use it.
    4. The Service Provider shall not be liable for losses incurred by the Customer or third parties in connection with the use of the System.
    5. The Service Provider shall not be liable for any losses that may be incurred by the Customer or third parties due to a failure of the System or blocking of the Customer’s account. The System blocking cases are specified in Clauses 6.1. – 6.7. of the Terms.
    6. The Service Provider shall not be liable for unauthorised use of Customer account if, through the fault of the Customer, third parties have obtained access to the System.
    7. The Service Provider shall not be liable if the Customer is unable to use the System properly due to the malfunctioning of the software or hardware of the Customer’s computer, the malfunctioning of the Customer’s electronic store (end-user), and the Customer’s Internet connection issues.
    8. In line with global practice, the Service Provider shall not give a guarantee of one hundred percent that no one will ever be able to hack into the server used to store data, and the Customer understands that this risk (albeit very small) exists.
    9. The Service Provider undertakes to keep the Customer information contained in the System and not to disclose it to any natural person or legal entity, unless disclosure is required by the laws of the Republic of Lithuania. In such cases, the Service Provider undertakes to inform the Customer.
    10. The Service Provider shall provide the Customer with telephone and/or e-mail advice on all System usage issues throughout the entire service period, on weekdays from 9:00 to 17:00, in accordance with the selected service plan, which is available on the Contractor’s website www.wisexml.com.
    11. The Service Provider undertakes to inform the Customer no later than within 5 business days of planned maintenance or updating works performed on the System that are likely to disrupt the operation of the System. The information message shall be sent by e-mail and/or provided over the Customer account message box. In case of critical and urgent updates, the Service Provider reserves the right to perform System maintenance work without separate notice to the Customer.
    12. If the Customer informs the Service Provider about the System malfunctions by telephone or e-mail, from 9:00 to 17:00 on business days, the Service Provider undertakes to immediately eliminate such reported malfunctions.
    13. The Service Provider performs archiving of all data in the System, stores them for 5 (five) days and guarantees the possibility of restoring such data. If the Customer’s data is lost due to the actions of the Service Provider or equipment failure, then such data shall be restored free of charge. If the Customer data is lost due to Customer’s actions, then such data shall be restored for an additional fee, which shall be agreed upon by both parties. The Customer shall submit a request for restoration of data of a certain day not later than within 5 (five) days from the day of data loss.
  4. Customer’s obligations
    1. The Customer undertakes to provide correct identification information.
    2. The Customer undertakes not to take any actions that could disrupt the operation of the System.
    3. The Customer undertakes to treat the notices and invoices announced and sent by the Contractor electronically as signed and certified.
    4. The Customer undertakes not to publish the data entered by customers to third parties, except as provided for in the legislation of the Republic of Lithuania.
    5. The Customer undertakes to pay for the use of the System, the fees and payment arrangements of which are indicated on the Service Provider’s website www.wisexml.com.
    6. The Customer undertakes to protect the data provided to him/her in connection with the System and to inform the Service Provider immediately in case of unauthorized use of the System.
    7. The Customer shall be responsible for disconnecting from the System when the computer used to connect to the System is left without the supervision of the Customer or his/her authorised person.
    8. The Customer undertakes to accept the accounting data of the System resources provided by the Contractor and to pay the VAT invoices prepared by the Service Provider.
  5. Protection of personal data
    1. Any information relating to personal data is subject to the WiseXML Privacy Policy, which is governed by the relevant laws of the Republic of Lithuania and is implemented in accordance with the recommendations of the State Data Protection Inspectorate.
  6. System price and payment
    1. The price of using the System depends on the chosen functionality of the System, the set-up, the resources used, the frequency of updating information, the number of suppliers. Service plans and prices are available on the Contractor’s website at www.wisexml.com.
    2. The Contractor may change the price of using the System after informing the Customer thereof no later than within 30 (thirty) calendar days. The information message shall be provided in the Customer’s account message box and/or by e-mail.
    3. The start of the System usage period shall be the first day of the first month, and the end period shall be the last day of the last month. Payment is made for the services provided during the previous month.
    4. The invoice information will be e-mailed and/or a new invoice notification and a link to the VAT invoice in PDF will be displayed in the login window of the System. The invoice must be paid within 15 (fifteen) days of its submission. If it is not paid, on the 16th day of the month, access to the System may be blocked until the VAT invoice is paid.
    5. The Service Provider undertakes to provide the services set forth in this contract and may terminate the contract in the event of failure to pay in due time in accordance with the terms set out in Clauses 7.2. – 7.4.
    6. If the Customer wishes to carry out individual system modification/programming work of the System, such works will be carried out at an additional price upon agreement of the parties. The hourly rate applicable is EUR 45 (forty-five) excluding VAT.
    7. If the CUSTOMER fails to pay the Service Provider for the services provided within 15 (fifteen) calendar days from the date of receipt of the invoice, he/she shall, at the request of the Service Provider, pay a default interest of 0.1% on the overdue amount for each day of delay.
  7. Validity, termination and amendment of the Contract
    1. The contract shall remain in force until one of the parties to the contract terminates the contract by notifying the other party by e-mail at least one month before the planned termination of the Contract.
    2. Upon termination or expiration of the Contract, the provisions of this contract relating to liability and settlement between the parties shall remain in force, as well as any other provisions of this contract which are expressly stated to remain in force after termination of the Contract or have to remain in force for the full fulfilment of this Contract.
    3. Upon termination or expiration of the Contract, the provision of services shall be terminated and all data entered by the Customer in the database shall be destroyed within 5 (five) business days (except for the following data: Name, surname, company name, company code and other data needed to identify the former Customer) and shall be stored throughout the life of the Data Controller’s company.
    4. The Service Provider reserves the right to unilaterally amend or supplement these Terms by notifying the CUSTOMER by e-mail and/or by providing a notification on its website www.wisexml.com.
  8. Force Majeure
    1. In case of force majeure, the parties to the contract shall comply with the 15/07/1996 Resolution of the Government of the Republic of Lithuania No. 840 “On the approval of the rules on exemption from liability under force majeure circumstances”.
    2. If the circumstances set out in Clause 8.1. last for more than three months, the parties to the contract are entitled to terminate this Contract.
  9. Dispute settlement
    1. Disputes and disagreements which may arise between the parties in the course of the performance of this Contract or in connection with that Contract will be settled by negotiation. If no joint solution is found, disputes will be resolved in the courts of the Republic of Lithuania.