Teenusetingimused

⚠ DRAFT v0.4 — NOT IN FORCE, REVIEW REQUIRED. Revised draft of 2026-10-15: updates the Plan list (clause 5.1.4). The draft of 2026-10-08 on which it is based was checked against the product specification, GDPR Article 28, the EU Data Act and Lithuanian law, and compared with published B2B SaaS terms. It is not yet approved by Paysera and binds no one. Items in square brackets [●] are still open. Do not rely on this text before a version without the "draft" mark is published.

PAYSERA Q-GO TERMS OF SERVICE

This English version is a translation; in case of discrepancy the Lithuanian version prevails.

Standard contract terms (Article 6.185 of the Civil Code of the Republic of Lithuania (CK))

PREAMBLE

1. These Paysera Q-GO Terms of Service (hereinafter – the Terms) are standard contract terms prepared in advance by Paysera LT, UAB (hereinafter – Paysera) for general and repeated use within the meaning of Article 6.185(1) of the Civil Code of the Republic of Lithuania (hereinafter – the CK). They apply to every Client who, when registering on the Platform, confirms its acceptance of them.

2. The Paysera Q-GO service is provided only to legal persons and other business entities acting for the purposes of business, professional or other economic activity. The Service is not provided to natural persons acting for purposes unrelated to business (consumers); accordingly, the provisions of the CK and of other legal acts intended for consumer protection (including, inter alia, Articles 6.228^1–6.228^18 of the CK) do not apply to this Agreement.

3. The Agreement between Paysera and the Client consists of the following documents, which, in the event of conflicting provisions, take precedence in the following order: (1) the Individual Agreement, if concluded (Section 17); (2) the Order Confirmation; (3) the Data Processing Agreement – in matters of personal data processing; (4) these Terms; (5) the Catalogue.

4. Paysera draws the Client's particular attention to the following provisions, highlighted in bold: automatic renewal and price changes (Section 6); suspension of the Service (Section 7); non-refundability of amounts paid, including on switching (Section 8); retention and erasure of Client Data after the Agreement ends, including archiving of the Account without the possibility of restoring it (clause 4.6 and Sections 9.5 and 9.9–9.11); the Client's obligations and indemnity (Section 10); limitation of liability (Section 14); acceptance of new Versions, including restricted Management Console access until acceptance (Section 16); exclusive jurisdiction (Section 18). By ticking the separate checkbox (step 3 of Section 2.2), the Client confirms that it has read these provisions, that they are not unexpected to it and that it expressly accepts them (Articles 6.185–6.186 of the CK).

Legal basis: Articles 6.156, 6.185(1)–(2), 6.186 of the CK; Article 6.228^1(1)–(2) of the CK (concept of a consumer contract – not applicable).

1. DEFINITIONS

Capitalised terms used in these Terms have the meanings set out below, unless the context clearly requires otherwise.

1.1. Administrator – a natural person appointed by the Client who has access to the Management Console and the right, on behalf of the Client, to manage the Account, order Plans, accept Document Versions and cancel the Subscription.

1.1a. Archive Retention Period – a period of 12 (twelve) months beginning on the day the Account is archived, during which Client Data are kept in the archive under restricted access until they are erased (clause 9.5.2).

1.2. Grace Period – a period of 7 (seven) calendar days beginning upon expiry of the Trial Period, during which the Client retains full access to the Service and may order a paid Plan (Section 4).

1.3. Trial Period – a free period of use of the Service of 14 (fourteen) calendar days beginning on the day the Account is created (Section 4).

1.4. GDPR – Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation).

1.5. Cycle – the Subscription billing period: 1 (one) month (monthly Plan), 3 (three) months (quarterly Plan) or 12 (twelve) months (annual Plan).

1.6. Business Day – any day other than a Saturday, a Sunday or a public holiday of the Republic of Lithuania.

1.7. Documents – these Terms and the Data Processing Agreement, including all their Versions.

1.8. Data Act – Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonised rules on fair access to and use of data (Data Act).

1.9. Data Retrieval Period – a period of not less than 30 (thirty) calendar days beginning upon expiry of the Transitional Period, during which the Client may retrieve the Exportable Data (Section 9).

1.10. Data Processing Agreement or DPA – a separate document setting out the terms of the processing of personal data by Paysera, as processor, on behalf of the Client, as controller, pursuant to Article 28 of the GDPR; the DPA is an integral part of the Agreement.

1.11. Exportable Data – data entered by the Client into the Platform and data generated on the Platform during the Client's use of the Service, including metadata, which the Client is entitled to export during switching under the definition set out in Article 2 of the Data Act, excluding data that constitutes a trade secret of Paysera or is protected by intellectual property rights (Section 9).

1.12. Individual Agreement – a written agreement on the provision of the Service signed by Paysera and the Client on individually negotiated terms (Section 17).

1.13. IVPĮ – the Law on Information Society Services of the Republic of Lithuania.

1.14. Catalogue – the list of Plans and their prices published on the Platform and in force at the time of the Order or of the renewal of the Subscription.

1.15. Client – a legal person or other business entity (on the Platform – a tenant) on whose behalf the Agreement is concluded and to whom the Service is provided.

1.16. Client Data – all data, information, texts, images and other material that the Client, its Administrators, Operators or Visitors enter into the Platform or that is created through their use of the Service.

1.17. Confidential Information – the information defined in Section 13.

1.18. Card Token – a substitute identifier (token) for payment card data issued by Paysera Checkout, enabling recurring payments to be initiated without re-entering the card data.

1.19. Visitor – a natural person who uses the Client's customer service by means of the Platform (obtains a ticket, registers for a visit, monitors the queue).

1.20. Payment Grace Period – a period of 14 (fourteen) calendar days following an unsuccessful charge of the Subscription fee, during which the Client retains full access to the Service (Section 7).

1.21. Operator – an employee of the Client or another person authorised by the Client who serves Visitors through the Operator Console.

1.22. Account – the Client organisation's space on the Platform together with the users, settings and Client Data assigned to it.

1.23. Service – Paysera Q-GO – queue and appointment management software provided as a service (SaaS) through the Platform, including the user interfaces described in Section 3, and the related support services.

1.24. Paysera Checkout – the payment acceptance service provided by Paysera through which the Client pays for the Subscription. Paysera Checkout is a payment service provided under Paysera's separate payment services terms and is not the subject matter of these Terms.

1.25. Transitional Period – a period of 30 (thirty) calendar days during which switching to another service provider or to the Client's own infrastructure is carried out (Section 9).

1.26. Plan – a set of Service scope, functionality and price specified in the Catalogue, with a monthly, quarterly or annual Cycle.

1.27. Platform – the software and technical infrastructure operated by Paysera through which the Service is provided, accessible at [● – production domain not yet fixed] and the related subdomains.

1.28. Subscription – the right, ordered and paid for by the Client, to use the Service under the selected Plan during a Cycle, automatically renewed in the manner set out in Section 6.

1.29. Digital Assets – Platform configuration elements created or uploaded by the Client on the Platform (themes, logos, service catalogues, screen layouts and the like) within the meaning of Article 2 of the Data Act.

1.30. Agreement – the entirety of the documents listed in paragraph 3 of the Preamble governing the provision of the Service to the Client.

1.31. Order – the confirmation submitted by the Client on the Platform to order a paid Plan (Section 2).

1.32. Order Confirmation – the confirmation of receipt of the Order sent by Paysera to the Client by e-mail with an attached PDF document (Section 2).

1.33. Management Console – the Platform interface intended for Administrators; Operator Console – the interface intended for Operators; Kiosk, Display (TV view) and Client Ticket Page – the interfaces intended for Visitors.

1.34. Version – an edition of a Document identified by a unique number and a publication date (Section 16).

Legal basis: Article 6.193 of the CK (rules of contract interpretation); Article 4(7)–(8) of the GDPR; Article 2 of the Data Act.

2. CONCLUSION OF THE AGREEMENT ONLINE

2.1. Form and general principles

2.1.1. The Agreement is concluded by electronic means through the Platform. An Agreement concluded by electronic means is equivalent to a transaction in written form, since the Platform ensures the protection of the text of the Documents (versioning, an immutable PDF copy) and allows the person concluding the Agreement to be identified (the Administrator's login credentials, the confirmation timestamp, the IP address and the e-mail address).

2.1.2. The Plans and prices published by Paysera in the Catalogue constitute an invitation to make an offer. The Client's Order is deemed to be the offer, and Paysera's acceptance is deemed to be the activation of the Plan in the Account (acceptance by conduct) and the dispatch of the Order Confirmation.

2.1.3. The Platform is publicly accessible; however, Paysera reserves the right to refuse to conclude the Agreement with an entity that does not meet the requirements of paragraph 2 of the Preamble, that is subject to international sanctions, or whose activities are contrary to Section 10.

2.2. Registration and Terms acceptance steps

The Agreement on the use of the Service (including the Trial Period) is concluded through the following technical steps:

1. Completing the registration form. The registering person specifies the Client's name, legal entity code, country of registration, VAT payer code (if any), the Administrator's first name, last name and e-mail address, and creates a password.

2. Reviewing the Documents. Before confirmation, the Platform presents the current Versions of the Terms and the DPA, which can be viewed on screen, downloaded in PDF format and saved.

3. Confirming consent and authority. By an affirmative action (ticking a separate checkbox which is unticked by default), the registering person confirms that: (a) it accepts the Terms and the DPA on behalf of the Client; (b) it has the authority to conclude the Agreement on behalf of the Client; (c) the Client is a business entity acting for business purposes.

4. E-mail address verification. Paysera sends a verification link to the specified e-mail address; upon its activation, the Account is created and the Trial Period begins.

5. Registration confirmation. Paysera confirms the creation of the Account by e-mail. The accepted Versions of the Terms and the DPA remain publicly available on the Platform at their permanent version addresses and can be downloaded in PDF format at any time (Section 2.7).

2.3. Paid Plan ordering steps

A paid Plan is ordered in the Management Console through the following technical steps:

1. Selecting the Plan and the Cycle. The Administrator selects a Plan and a Cycle (monthly, quarterly or annual) from the Catalogue.

2. Providing and verifying billing details. The Administrator provides or confirms the Client's billing address, VAT payer code and the e-mail address for receiving invoices. The VAT payer code of a Client registered in an EU Member State (other than Lithuania) is verified in the VIES system.

3. Order summary. Before payment, the Platform presents, clearly and legibly in a single summary: the selected Plan; the price exclusive of VAT; the applicable VAT rate and the VAT amount (or a note on reverse charge or on VAT not being applicable); the total amount payable; the Cycle; the start and end dates of the first Cycle; a clear warning that the Subscription will be renewed automatically at the end of each Cycle and that the fee will be charged to the stored payment card; a notice that the fee paid for a Cycle is not refunded, including where the Client switches to another provider (clauses 8.2.1–8.2.2); links to the current Versions of the Documents.

4. Express confirmation of the Order. The Administrator submits the Order by clicking a button whose label unambiguously indicates the payment obligation ("Order and pay" or an equivalent). Until this action, the Order does not give rise to any payment obligations.

5. Payment. The Administrator is redirected to Paysera Checkout, where they enter the card details and separately confirm consent to the storage of the Card Token and to recurring payments (Section 5).

6. Plan activation. Upon successful authorisation of the payment, the Plan is activated in the Account immediately.

2.4. Identifying and correcting errors

2.4.1. Until the Order is submitted (step 4 of Section 2.3), the Administrator may, at any stage, return to a previous step, change the selected Plan, Cycle or billing details, or abandon the Order process without any consequences. In the Order summary (step 3 of Section 2.3), all entered data are displayed for re-verification.

2.4.2. The Platform automatically checks the completion of mandatory fields, the format of the e-mail address, and the format and validity of the VAT payer code in the VIES system, and indicates any detected errors before proceeding.

2.4.3. If the Client notices an error after submitting the Order, it may: (a) correct the billing details in the Management Console at any time (the correction applies to future invoices; a VAT invoice already issued is corrected by issuing a credit document at the Client's request submitted within 5 (five) Business Days); (b) change the Plan in the manner set out in Section 5.2; (c) contact Paysera using the contact details specified in Section 19 within 1 (one) Business Day of receipt of the Order Confirmation to have an obvious error (wrong Cycle, duplicate Order) corrected.

2.5. Acknowledgement of receipt of the Order

2.5.1. No later than within 1 (one) Business Day of submission of the Order, Paysera sends the Order Confirmation to the e-mail addresses of the Client's Administrator and for receiving invoices, with an attached PDF document specifying: the details of the Client and Paysera; the Order number, date and time; the Plan, the Cycle, the price exclusive of VAT, the VAT, the total amount; the start and end dates of the Cycle and the date of the next automatic renewal; the numbers and dates of the Versions of the Terms and the DPA accepted by the Client, with the accepted Versions themselves attached in PDF format.

2.5.2. The Order and the Order Confirmation are deemed to have been received when the addressee is able to access them (the Order – when it is recorded on the Platform; the Order Confirmation – when it is delivered to the e-mail box specified by the Client).

2.6. Moment of conclusion of the Agreement

2.6.1. The Agreement on the use of the Service during the Trial Period is concluded at the moment of step 4 of Section 2.2 (activation of the e-mail verification link).

2.6.2. The Agreement on the paid Subscription is concluded upon successful authorisation of the payment and activation of the Plan (step 6 of Section 2.3). The Order Confirmation is an evidentiary document confirming receipt of the Order and the content of the Agreement.

2.7. Storage and accessibility of the Agreement

2.7.1. The Agreement is stored. Paysera stores: each Document Version accepted by the Client, with the acceptance timestamp, the Administrator's identity data and IP address; the Order data; the Order Confirmation.

2.7.2. All Versions of the Documents (both those accepted by the Client and historical ones) are published on the Platform at permanent addresses of the form /legal/terms/{version} and /legal/dpa/{version} and can be downloaded in PDF format at any time. Order Confirmations and VAT invoices are available to the Administrator in the Management Console.

2.7.3. Records of acceptance of the Documents, Orders, Order Confirmations and correspondence on the conclusion and performance of the Agreement are kept until 10 (ten) years after the end of the Agreement (archiving of the Account, Section 9.5), as evidence of the conclusion and content of the Agreement (Section 9.11). During this period the Client may obtain copies of the accepted Document Versions and of the Order Confirmations by contacting Paysera using the contact details specified in Section 19.

2.7.4. The Documents are provided in a manner that allows the Client to store and reproduce them (PDF format, suitable for saving and printing).

2.8. Languages of the Agreement

2.8.1. The Agreement may be concluded in Lithuanian or English. The Documents are displayed in the language of the user's interface where a translation of that Version exists, and otherwise in English. The Platform interface may be available in more languages; this does not change the languages of the Agreement.

2.8.2. In the event of discrepancies between the language versions of the Documents, the Lithuanian language version prevails.

2.9. Authority

2.9.1. The person concluding the Agreement on behalf of the Client confirms that they have the necessary authority. Actions performed by the Administrator on the Platform on behalf of the Client (acceptance of Documents, Orders, cancellation of the Subscription, initiation of switching) are binding on the Client.

2.9.2. If a person concluded the Agreement without authority or in excess of it and the Client does not ratify the Agreement, the Agreement is deemed to have been concluded with that person, who is liable for all obligations arising from it.

Legal basis: Articles 6, 11(1), 11(4), 12 of the IVPĮ; Articles 1.73(2), 1.76(2), 6.162, 6.167, 6.171, 6.173, 6.181, 6.185(2) of the CK; Articles 2.81, 2.83, 2.133, 2.136 of the CK.

3. DESCRIPTION AND AVAILABILITY OF THE SERVICE

3.1. Content of the Service

3.1.1. Paysera Q-GO is a cloud-based (SaaS) queue and appointment management platform consisting of the following user interfaces:

• Client Ticket Page – a page intended for the Visitor showing their ticket, the queue status and the call to the service point;
• Kiosk – a self-service interface for obtaining a ticket or registering for a visit at the Client's service location;
• Display – a TV view showing the tickets being called and the service points;
• Operator Console – an interface for Operators to call, serve, transfer and complete the service of Visitors;
• Management Console – an interface for Administrators to manage the Account, branches, the service catalogue, users, the theme, reports, the Subscription and the Documents.

3.1.2. Every Plan includes the full functionality of the Service; the Plans differ only in the number of branches (service locations) included, as set out in the Catalogue and in clause 5.1.4.

3.1.3. The Service includes the storage of Client Data on the Platform, backups (Section 3.6), support services (Section 3.5) and Platform updates, which Paysera deploys at its own discretion.

3.2. Not included in the Service

3.2.1. Paysera does not supply and is not responsible for: (a) the Client's hardware (kiosks, displays, printers, workstations) and its configuration; (b) the Client's internet connection and local network; (c) the browsers and operating systems used by the Client – the Service is supported in the current and the previous major version of Chrome, Firefox, Safari and Edge; (d) third-party notification channels (SMS, e-mail providers), their availability and tariffs; (e) the content and lawfulness of Client Data.

3.2.2. Paysera Q-GO is not a payment service and does not constitute the issuance of electronic money. The supervision of Paysera's activities as an electronic money institution covers Paysera Checkout, but not this Service.

3.3. Availability commitment (SLA)

3.3.1. Paysera undertakes to ensure the availability of the Platform's production environment of not less than 99.5 % per calendar month, measured during Service Hours (06:00–22:00 local time at the Client's branches), calculated according to the formula:

Availability (%) = ((Service-Hour minutes in the month − Unavailability Minutes) / Service-Hour minutes in the month) × 100,

where "Unavailability Minutes" means the minutes within Service Hours during which the Platform responds to requests with server errors (HTTP 5xx) or cannot be reached, for more than 1 (one) consecutive minute, for reasons within Paysera's control, as recorded by Paysera's monitoring system. At the Client's request Paysera provides the monitoring data for the month concerned.

3.3.2. Unavailability Minutes do not include: (a) scheduled maintenance (Section 3.4); (b) unavailability due to the actions, equipment or connectivity of the Client or of third parties engaged by it; (c) force majeure circumstances (Section 15); (d) disruptions of third-party services (internet providers, DNS, certificate authorities, notification channels) not controlled by Paysera; (e) suspension of the Service on the grounds set out in Section 7 or Section 10; (f) the Trial Period.

3.3.3. Paysera informs the Administrator of incidents affecting the availability of the Platform by e-mail and in the Management Console, and, once a public status page is launched, publishes the Platform status and incident history at [● – status page address].

3.4. Scheduled maintenance

3.4.1. Scheduled maintenance that may cause unavailability of the Platform is carried out between 22:00 and 06:00 Lithuanian time and, as far as possible, outside the Service Hours of the Client's branches (for branches in other time zones this window may overlap with their Service Hours), and does not exceed 4 (four) hours per calendar month. Paysera notifies the Administrator of such maintenance by e-mail and in the Management Console no later than 48 (forty-eight) hours in advance. Platform updates that do not interrupt the Service may be deployed at any time.

3.4.2. Urgent security updates may be deployed without prior notice; notice of them is given immediately after deployment.

3.5. Support

3.5.1. Support is provided in Lithuanian and English on Business Days from 9:00 to 17:00 Lithuanian time by e-mail at qms@paysera.com.

3.5.2. Target response times:

3.5.3. The response time is the time until the start of a qualified response from Paysera, not the time until the problem is resolved.

3.6. Service credits

3.6.1. If the availability set out in clause 3.3.1 is not achieved, a Client using a paid Subscription is entitled to a service credit calculated on the Subscription fee for that month (in the case of a quarterly Plan – on 1/3 of the quarterly fee; in the case of an annual Plan – on 1/12 of the annual fee):

3.6.2. The credit is granted at the Client's request submitted within 30 calendar days of the end of the relevant month and is set off against the fee for the next Cycle; the credit is not paid out in cash, except in the event of expiry of the Agreement. The service credit is the Client's sole financial remedy for availability below the level set in clause 3.3.1; it does not limit the Client's remedies for loss or corruption of Client Data, for breach of Section 9 or of the DPA, or the right to terminate under clause 8.3.3.

3.7. Security and backups

3.7.1. Paysera applies the organisational and technical security measures described in Annex No. 2 to the DPA, including encryption of data in transit and at rest, access control, logging and vulnerability management.

3.7.2. The Platform database is backed up automatically every day and continuously logged so that it can be restored to a point in time; backups are kept for 7 (seven) days. The recovery point objective (RPO) is 24 hours and the recovery time objective (RTO) is 8 hours; these are targets, not guarantees. Backups are intended for restoring the Platform after an incident, not for restoring records deleted by the Client.

3.7.3. Client Data are processed and stored in the European Union – in the Google Cloud region europe-west1 (Belgium). The conditions for international access and transfer are set out in the DPA.

3.8. Changes to the Service

3.8.1. Paysera is entitled to improve, supplement and change the functionality of the Platform, provided that this does not materially reduce the scope of the Plan. Paysera gives notice of the removal of a function used by the Client no later than 60 (sixty) calendar days in advance, except where the removal is necessary for security reasons or due to the requirements of legal acts.

Legal basis: Articles 6.716(1), 6.717, 6.718, 6.719 of the CK; Article 6.156 of the CK; Article 28 of the Data Act (transparency of international access).

4. TRIAL PERIOD AND GRACE PERIOD

4.1. Upon creation of the Account, the Client is granted a free Trial Period of 14 (fourteen) calendar days, during which the Client may use the full functionality of the Service, without any payment obligations and without being required to enter payment card details. The Trial Period begins when the registering person confirms the e-mail address (step 4 of Section 2.2). Paysera may, at its discretion, extend the Trial Period for a particular Client and notifies the Administrator thereof.

4.2. The Trial Period is granted once per Client (legal person). To apply this rule, Paysera keeps a record of the country and registration code of organisations that have already used a Trial Period; an organisation that registers again is offered a paid Plan without a Trial Period. Paysera is entitled to terminate the Trial Period immediately if it establishes that the Account was created abusively (repeated registration in the name of the same entity, a non-existent entity, breaches of Section 10).

4.3. Upon expiry of the Trial Period, a Grace Period of 7 (seven) calendar days begins, during which the Client retains full access to the Service in the same scope and may order a paid Plan in the manner set out in Section 2.3. Paysera notifies the Administrator of the end of the Trial Period and of the Grace Period by e-mail and in the Management Console.

4.4. If the Client orders a paid Plan during the Grace Period, the first paid Cycle is counted from the day of expiry of the Trial Period, not from the day of the Order. The days elapsed during the Grace Period form part of the paid Cycle, since the Service was provided in full scope on those days. This rule is clearly stated in the Order summary (step 3 of Section 2.3), which shows the exact start date of the Cycle.

4.5. If the Client orders a paid Plan while still within the Trial Period, the first paid Cycle is counted from the day of expiry of the Trial Period; the remainder of the Trial Period remains free of charge.

4.6. If the Client does not order a paid Plan during the Grace Period, upon expiry of the Grace Period the Service is suspended: the Visitor interfaces, the Operator Console and the functions of the Management Console, other than ordering a Plan, viewing the Documents and exporting Client Data, become inaccessible. Client Data are retained for not less than 30 (thirty) calendar days from suspension; during this period the Client may order a Plan and resume the Service, or export the data (Section 9.5). Upon expiry of this period the Account is archived (it can no longer be resumed or restored – clause 9.10.1), and the Client Data are retained during the Archive Retention Period and then erased in the manner and within the time limit set out in clause 9.5.2.

4.7. During the Trial Period and the Grace Period, the Service is provided "as is"; the availability commitment in Section 3.3 and the service credits in Section 3.6 do not apply; Paysera's liability is limited in the manner set out in Section 14.3. All other provisions of the Terms, including Sections 10–13 and the DPA, apply in full.

Legal basis: Articles 6.156 (freedom of contract), 6.189(1) (binding force of the contract), 6.716 of the CK; Article 11(1) of the IVPĮ.

5. PLANS, PRICES, VAT, PAYMENTS AND INVOICES

5.1. Plans and prices

5.1.1. The Plans, their scope and prices are set out in the Catalogue. All prices are stated in euro exclusive of value added tax (VAT). VAT is calculated and added in the manner set out in Section 5.3.

5.1.2. A Subscription may be monthly, quarterly or annual. An annual Plan is paid in advance for the entire 12-month Cycle and carries the discount specified in the Catalogue as compared with the sum of 12 monthly fees. A quarterly Plan is paid in advance for the entire 3-month Cycle and carries the discount specified in the Catalogue as compared with the sum of 3 monthly fees. A monthly Plan is paid in advance for each monthly Cycle.

5.1.3. The Subscription fee is charged at the start of each Cycle: for the first Cycle – at the time of the Order (subject to clause 4.4); for each subsequent Cycle – on the renewal date (Section 6).

5.1.4. One organisation, one Subscription. A Client uses a single Subscription for its whole organisation and does not split its branches across several Accounts. The Subscription covers all of the Client's branches up to the number of branches included in the selected Plan, as set out in the Catalogue: Starter – 1 branch; Starter Plus – up to 3 branches; Business – up to 5 branches; Business Plus – up to 7 branches. A Client with 8 or more branches is offered an individual Enterprise Plan. A branch is a physical place where the Client serves Visitors and which is configured in the Account as a separate service location. No Plan limits the number of the Client's employees, Operators or other users.

5.1.5. Fair use. Because no Plan limits the number of users, each Plan is designed for the use ordinarily seen at the number of branches it includes. If the Client's use of the Service at a single branch is exceptionally large compared with the usual use of the Service under that Plan, Paysera may propose an individual offer (Enterprise Plan), stating the usage data on which the proposal is based. The proposal does not change the terms of the current Cycle.

5.2. Plan changes

5.2.1. The Client may upgrade to a higher Plan in the Management Console at any time; the change takes effect immediately, the price difference for the remaining days of the current Cycle is charged pro rata, and the renewal date does not change.

5.2.2. A downgrade to a lower Plan and a change of the Cycle take effect on the next renewal date; the difference for the current Cycle is not refunded (Section 8). Until that date the Client may withdraw the requested change in the Management Console.

5.3. VAT

5.3.1. The Service is an electronically supplied service for VAT purposes. The application of VAT depends on the Client's place of establishment and VAT payer status, which the Client specifies at the time of the Order:

5.3.2. The Client's VAT payer code is verified in the VIES system at the time of each payment and each renewal of the Subscription. If, at the time of renewal, the VIES system does not confirm the VAT payer code, the Client is taxed for that Cycle as a Client without a VAT payer code (third row of clause 5.3.1). A Client who has updated a valid VAT payer code is taxed at the 0 % rate from the next Cycle; the VAT paid for the past Cycle is recalculated only in the cases and in the manner permitted by legal acts.

5.3.3. The Client is responsible for the accuracy of the billing details provided (place of establishment, VAT payer code) and for their timely updating in the Management Console. The Client shall compensate Paysera for any VAT, late payment interest, penalties and costs incurred by Paysera as a result of incorrect or outdated Client data.

5.3.4. If, under the law of the Client's country, the Client is required to withhold tax at source from the payment, the Client shall increase the payment so that Paysera receives the full amount specified in the Catalogue.

5.4. Payment method and Card Token

5.4.1. The Subscription is paid by payment card through Paysera Checkout. Where the Management Console offers it, the Client may instead pay by bank transfer against a proforma invoice: the proforma is payable within 7 (seven) calendar days and expires thereafter; for a renewal, the proforma is issued 14 (fourteen) calendar days before the renewal date, and if it is not paid by the renewal date the Payment Grace Period under Section 7 applies. A payment by bank transfer is credited when Paysera confirms receipt of the funds. Clauses 5.4.2–5.4.4 apply to card payments only.

5.4.2. By submitting the Order and confirming the payment in the Paysera Checkout environment, the Client consents to its payment card data being stored in the form of a Card Token and to Paysera initiating recurring payments (the Subscription renewal fee, the Plan change fee and retries under Section 7) from that card without the Client's separate involvement at the time of each payment. The consent covers a series of payments, the amount of which is determined by the Catalogue price in force at the time of the Order or renewal, inclusive of VAT, and the frequency of which is determined by the Cycle.

5.4.3. Full card data are not stored on the Platform; they are processed in the Paysera Checkout environment in accordance with PCI DSS requirements. The Client may provide a new card when paying in the Management Console (including through the "Pay now" function during the Payment Grace Period) or withdraw consent to recurring payments; withdrawal of consent does not revoke a payment already initiated and is treated as cancellation of the Subscription within the meaning of Section 8 if the Client does not provide another card before the next renewal.

5.4.4. The Client ensures that the card is valid, has a sufficient limit, and that the card issuer permits recurring payments. Expiry or blocking of the card, or exceeding of its limit, is treated as a failed payment within the meaning of Section 7.

5.5. VAT invoices

5.5.1. VAT invoices are issued and delivered exclusively in electronic form. By accepting the Terms, the Client consents to receiving electronic VAT invoices. An invoice is issued after each successful payment (initial, renewal and upgrade payments) with a sequential number, sent by e-mail to the Administrator and made available in the Management Console in PDF format. The invoice is issued in Lithuanian if the Client is registered in Lithuania and in English otherwise. Paysera keeps invoices for the period required by the Lithuanian accounting legislation (10 years) and provides copies on request.

5.5.2. The invoice contains all the particulars required by the Law on Value Added Tax of the Republic of Lithuania (PVM įstatymas), and the invoice of a Client subject to reverse charge contains its VAT payer code and the note "Reverse charge".

5.5.3. If a Client paying by bank transfer is late in paying an amount already due, interest as established in the Law on the Prevention of Late Payment in Commercial Transactions of the Republic of Lithuania and the fixed compensation of 40 EUR for recovery costs provided for in that Law are payable.

Legal basis: Article 13(2)(1) and (15) of the Law on Value Added Tax of the Republic of Lithuania (place of supply of services to taxable persons and of electronically supplied services to non-taxable persons), Articles 19(1), 79, 80; Articles 44, 58, 196, 226(11a), 232, 369a–369k of Council Directive 2006/112/EC (Union OSS scheme); Articles 7, 18(2), 24b of Council Implementing Regulation (EU) No 282/2011; Article 31 of Council Regulation (EU) No 904/2010 (VIES); Article 29(1) and (3) of the Law on Payments of the Republic of Lithuania (consent to a series of payment transactions and its withdrawal); Articles 3 and 7(1) of the Law on the Prevention of Late Payment in Commercial Transactions of the Republic of Lithuania; Articles 6.720, 6.722 of the CK.

6. AUTOMATIC RENEWAL AND PRICE CHANGES

6.1. The Subscription is renewed automatically at the end of each Cycle for the same Cycle (a month, three months or a year), unless the Client cancels the Subscription before the end of the Cycle in the manner set out in Section 8. On the renewal date, Paysera initiates a payment from the Card Token (Section 5.4).

6.2. The renewal fee equals the price of the selected Plan in force in the Catalogue at the time of renewal (exclusive of VAT, plus VAT as set out in Section 5.3). This means that, from the next Cycle, the Client may be charged a price that differs from the price of the original Order, subject to clause 6.3.

6.3. Paysera notifies the Administrator by e-mail of a change to the Catalogue price that will apply to the Client's Subscription no later than 30 (thirty) calendar days before the new price begins to apply. The notice states the current price, the new price, the date on which it will apply to the Client (the next renewal date) and a reminder of the right to cancel the Subscription. The new price applies to the Client only from the first renewal occurring no earlier than 30 calendar days after the notice was sent; the price of the current, already paid, Cycle is not changed.

6.4. A Client who does not agree with the new price is entitled to cancel the Subscription before the renewal date; the cancellation takes effect at the end of the current paid Cycle (Section 8). If the Client does not cancel the Subscription, renewal at the new price is deemed to constitute the Client's agreement to it.

6.5. Paysera sends a Client on an annual Plan e-mail reminders of the upcoming automatic renewal 30 (thirty) and 7 (seven) calendar days before the renewal date, and a Client on a quarterly Plan one reminder 7 (seven) calendar days before the renewal date, specifying the renewal date, the Plan, the applicable price inclusive of VAT and the cancellation procedure. A Client on a monthly Plan is not sent separate reminders of each renewal; the next renewal date and price are displayed continuously in the Management Console.

6.6. Non-receipt of a reminder due to the non-functioning of the e-mail address specified by the Client, mailbox filters or outdated contact details does not release the Client from the obligation to pay for the renewed Cycle, provided that Paysera proves that the notice was sent to the address specified by the Client.

6.7. A price reduction applies to the Client from the next renewal without any advance notice period.

Legal basis: Articles 6.156, 6.185, 6.186(1)–(2) of the CK (prohibition of surprising terms – satisfied by highlighting and by express confirmation at the time of the Order), 6.189(1), 6.200, 6.720(3).

7. FAILED PAYMENTS AND SUSPENSION OF THE SERVICE

7.1. If the charge of the Subscription renewal fee on the renewal date (hereinafter – Day 0) fails, Paysera immediately notifies the Administrator by e-mail and in the Management Console, stating the reason (to the extent disclosed by the card issuer) and the option to replace the Card.

7.2. Retry attempts to charge are made on days 1, 3, 7, 10 and 13 from Day 0. The Client is informed of each failed attempt by e-mail. The Client may at any time replace the card in the Management Console or initiate a payment manually; a successful payment terminates the sequence of retries. If the Card Token has expired or has been revoked, automatic retries stop and Paysera asks the Client to provide a new card.

7.3. From Day 0, a Payment Grace Period of 14 (fourteen) calendar days begins, during which the Client retains full access to the Service. The Subscription Cycle is deemed to have started on Day 0; upon successful payment during the Payment Grace Period, the paid Cycle is counted from Day 0.

7.4. If the fee is not paid by the end of the Payment Grace Period, the Subscription expires and the Service is suspended: the Visitor interfaces, the Operator Console and the functions of the Management Console, other than payment, viewing the Documents and exporting Client Data, become inaccessible. No additional fee is charged for the Payment Grace Period during which the fee remained unpaid.

7.5. The Client may resume the Service on its own at any time until the Account is archived (not less than 30 calendar days from suspension) by paying, in the Management Console, the Plan price in force in the Catalogue at the time of payment; the new Cycle is counted from the day of payment. After resumption, Client Data, settings and users remain unchanged.

7.6. If the Client does not resume the Service within the period specified in clause 7.5, the Agreement is deemed to have expired, the Account is archived and Client Data are retained during the Archive Retention Period and then erased in the manner set out in clause 9.5.2, unless the Client initiates switching under Section 9 within this period.

7.7. In addition to the ground specified in clause 7.4, Paysera is entitled to suspend the Service or part of it (having given the Client 5 (five) Business Days' notice, or, where there is a threat to the security of the Platform, other clients or third parties – immediately, giving notice at the same time) if: (a) the Client breaches Section 10; (b) the Account is used unlawfully or without the Client's knowledge and the Client does not respond to Paysera's notices; (c) suspension is required by a court, a supervisory authority or a law enforcement authority; (d) the Client is subject to international sanctions. The suspension lasts until its ground is removed; the suspension period does not extend the paid Cycle and does not give rise to a right to a service credit.

Legal basis: Articles 6.58(1), 6.207 (suspension of performance of reciprocal obligations), 6.217, 6.218, 6.721(2) of the CK; ruling of the Supreme Court of Lithuania (LAT) of 29 June 2004 in civil case No. 3K-P-346/2004 (criteria for assessing a material breach of contract) [verify – LITEKO case search requires reCAPTCHA; not checked 2026-10-08].

8. CANCELLATION OF THE SUBSCRIPTION AND NON-REFUNDABILITY OF AMOUNTS PAID

8.1. Cancellation at the Client's initiative

8.1.1. The Client may cancel the Subscription at any time in the Management Console without any notice period and without giving reasons. The cancellation is confirmed by e-mail.

8.1.2. The cancellation takes effect at the end of the current paid Cycle. Until that date, the Service is provided in full scope, no automatic renewal is carried out, and the Client may revoke the cancellation and reinstate the Subscription in the Management Console; in that case, automatic renewal applies in the usual manner.

8.1.3. Upon expiry of the Cycle following cancellation, the Service is suspended, and Client Data are retained and deleted in the manner set out in clauses 4.6 and 9.5.2, unless the Client initiates switching under Section 9 or places a new Order before the end of the Cycle.

8.2. Non-refundability of amounts paid

8.2.1. The Subscription fee paid for the unused part of a paid Cycle is not refunded, regardless of whether the Client cancelled the Subscription, downgraded to a lower Plan, ceased using the Service, or the Agreement expired through the Client's fault (clause 7.7, Section 10). This provision reflects the fact that the price of the Service, and in particular the quarterly or annual Plan discount, is set with regard to the Client's commitment for the entire Cycle.

8.2.2. If the Client exercises its right under the Data Act to switch to another provider or to its own ICT infrastructure (Section 9) and the Agreement consequently ends before the end of a paid Cycle (monthly, quarterly or annual), the fee paid for that Cycle is not refunded and clause 8.2.1 applies. This follows from the fixed Cycle chosen by the Client when placing the Order and is not a switching charge; Paysera charges no other amount in connection with switching (clause 9.6.1). The Client may time its switching notice (clause 9.2.2) so that the Transitional Period ends together with the paid Cycle.

8.2.3. Clauses 8.2.1–8.2.2 do not apply: (a) where the Agreement ends due to a material breach by Paysera on the basis of which the Client terminated it under clause 8.3.3; (b) where Paysera discontinues the provision of the Service under clause 8.3.2; (c) where the Client terminates the Agreement under clause 12.1a of the DPA; (d) where legal acts imperatively provide otherwise. In these cases, Paysera refunds to the Client, within 30 (thirty) calendar days, a pro-rata fee for the unused part of the Cycle.

8.3. Termination and expiry of the Agreement at Paysera's initiative

8.3.1. Paysera is entitled to terminate the Agreement unilaterally, having given the Client 15 (fifteen) calendar days' notice, if the Client: (a) materially breaches Section 10 and does not remedy the breach within the notice period; (b) is in bankruptcy, in liquidation or has been deregistered; (c) has provided false data about its status or identity; (d) becomes subject to international sanctions. Where there is a threat to the security of the Platform or a legal requirement, the Agreement is terminated immediately, with notice to the Client at the same time.

8.3.2. Paysera is entitled to discontinue the provision of the Service to all clients (end of the Service's life cycle), having given the Client no less than 6 (six) months' notice. In that case, Paysera refunds to the Client a pro-rata fee for the unused part of the paid Cycle and ensures the switching set out in Section 9.

8.3.3. The Client is entitled to terminate the Agreement for a material breach by Paysera, having given notice of the breach and allowed a period of not less than 15 (fifteen) calendar days to remedy it. A material breach includes, inter alia, Platform availability below 98 % (calculated under clause 3.3.1) in two consecutive months, or a breach of the security obligations provided for in the DPA that resulted in a personal data breach through Paysera's fault.

8.3.4. Expiry of the Agreement does not extinguish obligations that arose before its expiry, nor provisions which by their nature survive expiry (Sections 9, 11, 13, 14, 18).

Legal basis: Articles 6.156, 6.189, 6.217, 6.218, 6.221, 6.721 of the CK; Articles 6.70, 6.71, 6.73(2), 6.258 of the CK (penalties and their reduction); Article 29(1) and (4) and recital 89 of the Data Act (clause 8.2.2) [Risk note: recital 89 of the Data Act states that standard service fees are not switching charges and remain applicable until the contract ceases to apply, and allows fixed-duration contracts with proportionate early termination penalties in accordance with Union or national law; Article 29(4) of the Data Act requires early termination penalties to be disclosed before the contract is concluded. If a court characterised keeping the fee for the remainder of a paid Cycle on switching as an early termination penalty, the penalty would have to be proportionate and could be reduced under Article 6.73(2) of the CK (clearly excessive penalty) and Article 6.258(3) of the CK (unreasonably high penalty).]; ruling of the LAT of 12 October 2007 in civil case No. 3K-7-304/2007 (criteria for assessing the amount of penalties) [verify – LITEKO case search requires reCAPTCHA; not checked 2026-10-08]; ruling of the LAT of 2 November 2010 in civil case No. 3K-7-409/2010 (penalties as pre-agreed minimum losses) [verify – LITEKO case search requires reCAPTCHA and lat.lt returned 403; not checked 2026-10-08].

9. SWITCHING TO ANOTHER PROVIDER AND DATA EXPORT

9.1. General provisions

9.1.1. The Service is a data processing service within the meaning of Article 2 of the Data Act. The Client is entitled at any time to switch to a service of the same type provided by another provider or to its own (on-premises) ICT infrastructure, and Paysera undertakes not to impose any pre-contractual, contractual, commercial, technical or organisational obstacles to this.

9.1.2. This Section sets out the contractual terms required by Article 25 of the Data Act. Information on switching procedures and on the structures and formats of Exportable Data is published and kept up to date in Paysera's online register at [● – address of the online register; the register is still to be published].

9.2. Initiation of switching and notice period

9.2.1. The Client initiates switching in the Management Console (the switching function) or in writing using the contact details specified in Section 19, indicating: the type of switching (to another provider or to its own infrastructure); the desired start date of the Transitional Period; whether the Client wishes to switch or only to have the Exportable Data erased.

9.2.2. The notice period for switching is a maximum of 2 (two) months from receipt of the notice referred to in clause 9.2.1. The Client chooses the switching date, on which the Transitional Period begins, between 30 (thirty) calendar days and 2 (two) months after the notice. Paysera acknowledges receipt of the notice within 2 (two) Business Days. At the Client's request, Paysera may agree to an earlier switching date where this is technically feasible.

9.3. Transitional Period

9.3.1. Upon expiry of the notice period, the Transitional Period begins, which lasts 30 (thirty) calendar days. During the Transitional Period, the Agreement continues to apply, and Paysera:

• (a) provides reasonable assistance in the switching process;
• (b) acts with due care to maintain the continuity of the Client's operations and continues to provide the Service in full scope;
• (c) provides clear information on the known risks to the continuity of the Service associated with switching;
• (d) ensures a high level of security throughout the switching process, in particular during the transfer of data and their storage during the Data Retrieval Period.

9.3.2. The Client is entitled to extend the Transitional Period once for a period that it considers more appropriate for its purposes, by notifying Paysera before the end of the Transitional Period. During the Transitional Period and its extension the Subscription continues and is billed in the usual manner under Sections 5–7, except that a monthly or quarterly Cycle that would run beyond the end of the Transitional Period is charged only pro rata up to that date [verify – the pro rata rule is extended to the quarterly Cycle by analogy with the monthly Cycle (Article 29(1) and recital 89 of the Data Act); whether it should also apply to an annual Cycle renewed during the Transitional Period is open]. No fee is charged for the Data Retrieval Period.

9.3.3. If, for technical reasons, Paysera were unable to ensure switching within 30 calendar days, it informs the Client within 14 Business Days of receipt of the notice, stating the reasons and an alternative Transitional Period not exceeding 7 months.

9.4. Exportable Data and Digital Assets

9.4.1. During switching, the Client may export all of the data and Digital Assets listed below:

9.4.2. The data are provided as a ZIP archive containing one UTF-8 JSON file per dataset, a JSON Schema describing each dataset, the original logo files and a manifest file; timestamps are given in ISO 8601 format (UTC). The export is generated via the export function of the Management Console or via the integration API of the Service; the download link remains valid for 7 (seven) calendar days and a new export can be generated at any time.

9.4.3. The following are excluded from the Exportable Data, because they are security secrets or data specific to Paysera's internal operation of the Service: password hashes, sign-in and session tokens, secret values of API credentials (their metadata is included), secrets of identity providers, device pairing codes, internal counters and technical event records, the Platform's program code and infrastructure configuration, and the data of other clients and of the Platform itself.

9.5. Data Retrieval Period and erasure

9.5.1. Upon expiry of the Transitional Period, the Data Retrieval Period begins, of not less than 30 (thirty) calendar days, during which the Client retains access to the export function and may retrieve the Exportable Data and Digital Assets, even if the other functions of the Service have already been switched off.

9.5.2. Upon expiry of the Data Retrieval Period (or, where the Agreement ends on another ground, of the 30-day period referred to in clauses 4.6 and 7.6), the Account is archived. During the Archive Retention Period of 12 (twelve) months from archiving, Client Data are kept in the archive under restricted access and are only stored; they are not otherwise processed, except as provided in Section 9.9. Within 30 (thirty) calendar days after the end of the Archive Retention Period, Paysera erases all of the Client's Exportable Data and Digital Assets, including audit log entries and anonymised records relating to the Client. Visitors' personal data continue to be anonymised automatically during the Archive Retention Period in accordance with clause 11.1 of the DPA. The Client may request earlier erasure at any time; in that case Paysera erases the data within 30 (thirty) calendar days of the request. Archiving of the Account is not erasure. Data in backups are erased at the end of the backup rotation cycle (7 days, clause 3.7.2) and are not restored to the live system in the meantime, except in an emergency full-system restore, after which the erasure is repeated immediately. Paysera retains only: (a) data it is required to keep under Union or Lithuanian law (accounting documents and VAT invoices – for the statutory period); (b) records of acceptance of Document Versions and of Orders, kept by Paysera as controller for the period stated in clause 2.7.3 for the establishment, exercise or defence of legal claims; (c) a record of the Account containing no personal data (name, legal entity code, status, dates); (d) aggregated statistics from which neither the Client nor any natural person can be identified. Retained data are used only for those purposes and under restricted access. At the Client's request, Paysera confirms the erasure in writing.

9.6. Switching charges

9.6.1. Paysera does not impose any switching charges. From 12 January 2027, the imposition of switching charges is prohibited by Article 29(1) of the Data Act; until that date, Paysera likewise voluntarily imposes no switching charges. During the switching period, the Client pays only the usual Subscription fee for use of the Service (subject to clause 8.2.2 regarding the Cycle already paid).

9.7. Expiry of the Agreement in the event of switching

9.7.1. The Agreement is deemed to have expired, and the Client is notified thereof by e-mail: (a) upon successful completion of the switching process, when the Client confirms receipt of the data or the Data Retrieval Period expires; or (b) upon expiry of the notice period, if the Client does not wish to switch but only to have the Exportable Data erased upon the end of the Service.

9.7.2. A Client who has initiated switching may withdraw it before the end of the Transitional Period; in that case, the Subscription continues in the usual manner.

9.8. Data export without switching

9.8.1. Irrespective of switching, the Client may at any time, free of charge and on any Plan – including while the Service is suspended and for not less than 30 (thirty) calendar days after suspension – export Client Data in the formats specified in Section 9.4.

9.9. Retention for legal proceedings (legal hold)

9.9.1. Paysera keeps Client Data beyond the erasure time limits of clause 9.5.2 and of the DPA only in the cases set out in clause 12.5 of the DPA, and only the data concerned: (a) where Union or Lithuanian law requires it, including a binding request or order of a law-enforcement or pre-trial investigation authority, a court or a supervisory authority; (b) where the Client, before erasure, instructs Paysera to preserve specified data for its own claim, dispute or investigation; (c) where a claim or dispute between Paysera and the Client or a third party concerning the Service is pending or reasonably expected – only the data strictly necessary for the establishment, exercise or defence of that claim, for which purpose Paysera acts as an independent controller. The data so retained are isolated from other data, their processing is restricted to storage (except their provision to the authority or court concerned or their use for the claim concerned), they are kept for as long as necessary for that purpose and permitted by law, and they are erased once that purpose ends. Paysera informs the Client of such retention, unless the law prohibits it (for example, owing to the confidentiality of a pre-trial investigation). A request that is not binding on Paysera is forwarded to the Client, unless the law prohibits it.

9.10. Return of a former Client

9.10.1. Until the Account is archived, the Client may resume the Service on its own (clauses 4.6 and 7.5). Once the Account is archived, it cannot be resumed or restored, and its address (subdomain) is released and may be registered by another client.

9.10.2. A former Client may register a new Account under the Terms and the Catalogue prices in force at that time; no new Trial Period is granted (clause 4.2).

9.10.3. During the Archive Retention Period, Paysera may, at the Client's request, at its discretion and where technically feasible, provide the archived Client Data in the export format set out in Section 9.4. Paysera has no obligation to restore the Account, its address, settings or users.

9.11. Retention periods

9.11.1. Data relating to the Client and the Agreement are retained for the following periods:

Legal basis: Articles 2, 23, 24, 25(1), 25(2)(a), (c), (d), (e), (f), (g) and (i), 25(2)(h) (erasure after an alternative agreed period ending later than the retrieval period – the Archive Retention Period, clause 9.5.2), 25(3)–(5), 26, 27, 29(1), 30(2), (5) and (6), 50 (application from 12 September 2025) of the Data Act; Articles 5(1)(e), 6(1)(c) and (f), 17(3)(e), 18(2), 28(3)(a) (processing required by Union or Member State law – the controller is informed unless that law prohibits it) and 28(3)(g) of the GDPR (clauses 9.5.2, 9.9.1, 9.11.1); Article 1.125(1) of the CK (general limitation period of 10 years); Article 6.156 of the CK; Article 10(1) of the Law on Financial Accounting of the Republic of Lithuania, points 3.15 (accounting documents, 10 years), 3.19 (accounting registers, 10 years) and 3.24 (purchase or service contracts, 10 years from performance) of the Index of Retention Periods for Internal Administration Documents approved by Order No. V-100 of the Chief Archivist of Lithuania of 9 March 2011 (as worded by Order No. VE-50 of 24 September 2024, in force from 1 October 2024) and the Law on Documents and Archives of the Republic of Lithuania; Article 78(7) of the Law on Value Added Tax of the Republic of Lithuania (VAT invoices kept for 10 years); Articles 97 and 155 of the Code of Criminal Procedure of the Republic of Lithuania (demand to produce documents; the prosecutor's and pre-trial investigation officer's right to access information).

10. CLIENT'S OBLIGATIONS AND ACCEPTABLE USE

10.1. The Client undertakes:

• (a) to use the Service solely for its own business purposes to organise the service of Visitors, in compliance with the scope and limits of the Plan;
• (b) to provide accurate registration, billing and contact details and to update them within 5 (five) Business Days of any change; the Client bears the risk of notices sent to outdated contact details;
• (c) to ensure the confidentiality of the login credentials of Administrators and Operators, to use the security measures offered on the Platform (for example, sign-in through the Client's own identity provider), and to notify Paysera immediately, and no later than within 24 (twenty-four) hours, of unauthorised access or suspected disclosure of login credentials;
• (d) to be responsible for all actions performed through the Client's Account by its Administrators, Operators and other persons who obtained access through the Client's fault;
• (e) to ensure that Client Data, including Digital Assets (logos, texts, images), do not infringe third-party rights or legal acts, and that Visitors' personal data are collected on a lawful basis and Visitors are informed of their processing (Articles 13–14 of the GDPR);
• (f) to comply with the legal acts applicable to the Client's activities, including consumer protection, accessibility and labour law requirements at the Client's service locations;
• (g) to hold the right to use notification channels (SMS, e-mail) to inform Visitors and to comply with the requirements of the Law on Electronic Communications of the Republic of Lithuania on direct marketing if the channels are used for purposes other than service notifications alone;
• (h) to cooperate with Paysera without delay in the investigation of security incidents.

10.2. The Client is prohibited from:

• (a) using the Service for unlawful activities, fraud, defamation, incitement to hatred or infringement of third-party rights;
• (b) uploading malicious code to the Platform, performing security, load or penetration testing of the Platform without Paysera's prior written consent, circumventing access controls or Plan limits;
• (c) decompiling, reverse-engineering the source code, copying, modifying or creating derivative works of the Platform, except to the extent permitted by imperative legal acts;
• (d) granting third parties access to the Service for purposes other than the Client's own activities, reselling, leasing or otherwise commercially providing the Service to third parties without an Individual Agreement;
• (e) using automated means (bots, data scraping) to collect Platform data or content, other than through Paysera's documented API;
• (f) removing or altering Paysera's proprietary, trademark or copyright notices on the Platform;
• (g) using the Service in order to build or improve a competing product (for example, by copying its features, interfaces or documentation);
• (h) using the Service for activities subject to international sanctions or for the benefit of sanctioned persons.

10.3. Usage limits. Paysera may set reasonable technical load limits (API request rate, storage size, notification volume) specified in the Catalogue; if the limits are exceeded, Paysera offers a Plan change or applies restrictions, of which it notifies the Client.

10.4. The Client shall indemnify Paysera against all losses, costs and third-party claims (including reasonable legal costs) arising from the content of Client Data, a breach of Section 10 by the Client or its users, or the processing of Visitors' personal data for which the Client had no legal basis.

10.5. Paysera has the right, but not the obligation, to monitor the use of the Service in order to ensure the security of the Platform and compliance with this Section; Paysera does not review the content of Client Data.

Legal basis: Articles 6.200 (principles of cooperation and economy), 6.246–6.249, 6.256 of the CK; Articles 5, 13–14, 24 of the GDPR; Articles 10, 30–31 of the Law on Copyright and Related Rights of the Republic of Lithuania (limits on the use of computer programs); Article 81 of the Law on Electronic Communications of the Republic of Lithuania (direct marketing); the Law on International Sanctions of the Republic of Lithuania; Chapter XXX of the Criminal Code of the Republic of Lithuania (crimes against the security of electronic data and information systems).

11. INTELLECTUAL PROPERTY

11.1. The Platform, its software, source and object code, database structure, user interfaces, design, documentation, trademarks ("Paysera", "Paysera Q-GO") and all improvements thereto are and remain the exclusive property of Paysera (or its licensors), protected by the legal norms on copyright, sui generis database maker's rights, trademarks and trade secret protection. The Agreement does not transfer to the Client any intellectual property rights in the Platform.

11.2. Paysera grants the Client a non-exclusive, non-transferable, non-sublicensable right (licence), limited to the term of the Agreement, to use the Platform through its user interfaces and documented API in accordance with the Plan and the Terms for the Client's business purposes. The licence ends together with the Agreement, except to the extent necessary for the Data Retrieval Period.

11.3. Client Data and Digital Assets are and remain the property of the Client. The Client grants Paysera a non-exclusive, royalty-free, worldwide licence, for the term of the Agreement (and the Data Retrieval Period, and, solely for storage, the Archive Retention Period), to reproduce, store, display, adapt (for technical format purposes) and transmit Client Data and Digital Assets to the extent necessary to provide the Service, including the display of the Client's trademarks and logos in the Visitor interfaces in accordance with the Client's theme settings.

11.4. Paysera is entitled to collect and use anonymised, aggregated Service usage data (performance, load and feature usage metrics), from which the Client, its users or Visitors cannot be identified, for the purposes of improving the Platform, security and statistics, including after the expiry of the Agreement.

11.5. The Client may, but is not obliged to, submit to Paysera suggestions for improving the Service. Paysera is entitled to use such suggestions freely, without remuneration and without any obligation to credit their author, and the Client confirms that the suggestions do not confer on it any rights in Platform improvements created on their basis.

11.6. Use of the Client's name and logo in Paysera's marketing (client list) is permitted only with the Client's prior written consent, which the Client may withdraw at any time.

11.7. Third-party (open-source) components included in the Platform are used under their respective licences; their list is provided to the Client on request.

Legal basis: Articles 2, 4(2)(1), 10, 15, 38–40 (licence agreement), 61 (sui generis database right) of the Law on Copyright and Related Rights of the Republic of Lithuania; Article 14 of the Law on Trademarks of the Republic of Lithuania; Articles 2, 4 of the Law on the Legal Protection of Trade Secrets of the Republic of Lithuania; Articles 1.111, 1.116 of the CK.

12. PERSONAL DATA

12.1. With respect to the personal data of Visitors, Operators and other natural persons that the Client enters into the Platform or that are created through use of the Service (Client Data), the Client is the controller and Paysera is the processor, processing the data only on the Client's documented instructions. The subject matter, duration, nature and purpose of the processing, the types of data, the categories of data subjects, sub-processors, security measures, assistance to the controller, audits, and the return and erasure of data are set out in the Data Processing Agreement, which the Client accepts together with the Terms and which is an integral part of the Agreement.

12.2. The Client, as controller, is responsible for the lawfulness of the processing of Visitors' personal data, for an appropriate legal basis, for informing data subjects and for the exercise of their rights. Under the DPA, Paysera provides the Client with assistance to the extent required taking into account the nature of the processing.

12.3. Paysera processes the personal data of the Client's Administrators, contact persons and invoice recipients (first name, last name, e-mail, telephone, position, records of acceptance of Documents and of Orders) as an independent controller for the purposes of concluding and performing the Agreement, invoicing, compliance with legal obligations and legitimate interests; Paysera is also controller of the perimeter security logs of its own infrastructure. Sign-in and activity records inside the Client's Account (including the audit log) are processed by Paysera as processor under the DPA. The conditions of this processing are described in Paysera's privacy policy [● – a privacy policy covering the Service has not yet been prepared]. The Client undertakes to inform its employees of this processing.

12.4. Payment card data in the Paysera Checkout environment are processed by Paysera, as a payment service provider, in accordance with payment services legislation and the Paysera Checkout terms; this processing is not the subject matter of the DPA.

12.5. The sub-processors engaged by Paysera (including Google Cloud EMEA Limited as the infrastructure provider) and the procedure for changing them are set out in Annex No. 3 to the DPA. Client Data are processed in the European Union; transfer to third countries is permitted only under the conditions set out in Chapter V of the GDPR, as specified in the DPA.

12.6. Paysera notifies the Client of a breach of the security of Client Data without undue delay, and no later than within 24 (twenty-four) hours of becoming aware of it, in the manner set out in Section 10.2 of the DPA, so that the Client can fulfil its obligations under Articles 33–34 of the GDPR.

Legal basis: Articles 4(7)–(8), 28(1), (3)–(4), 32, 33(2), 44–46 of the GDPR; the Law on the Legal Protection of Personal Data of the Republic of Lithuania; Article 28 of the Data Act.

13. CONFIDENTIALITY

13.1. Confidential Information means any non-publicly available technical, commercial, financial or organisational information that one Party (the Disclosing Party) discloses, directly or indirectly, to the other Party (the Receiving Party) in connection with the Agreement, and which is marked as confidential or whose confidential nature is evident from the circumstances. Paysera's Confidential Information includes, inter alia, the Platform's architecture, security measures, pricing terms under an Individual Agreement and non-public product development information; the Client's Confidential Information includes Client Data and the Client's business metrics visible on the Platform.

13.2. The Receiving Party undertakes: (a) to use the Confidential Information solely for the purposes of performing the Agreement; (b) to protect it with no less care than its own comparable information, and in no case with less than reasonable care; (c) to disclose it only to its employees, consultants, sub-processors and subcontractors who need it to perform the Agreement and who are bound by equivalent confidentiality obligations.

13.3. The confidentiality obligations do not apply to information which: (a) was or became publicly available other than through a breach by the Receiving Party; (b) was lawfully known to the Receiving Party before disclosure; (c) was lawfully obtained from a third party without confidentiality obligations; (d) was developed independently by the Receiving Party without use of the Confidential Information; (e) must be disclosed under legal acts or a requirement of a court or authority – in which case the Receiving Party, to the extent permitted by law, informs the Disclosing Party in advance and discloses only the mandatory extent.

13.4. The confidentiality obligations apply during the term of the Agreement and for 3 (three) years after its expiry, and, with respect to information having the status of a trade secret, for as long as it remains a trade secret.

13.5. Upon expiry of the Agreement, the Receiving Party, at the request of the Disclosing Party, returns or destroys the Confidential Information, except for copies required to be retained by legal acts and Client Data, to which Section 9 and the DPA apply.

13.6. The text of the Terms, the Catalogue prices and the very fact of the conclusion of the Agreement are not Confidential Information.

Legal basis: Articles 1.116, 6.164 (confidentiality in pre-contractual relations), 6.156 of the CK; Articles 2, 3, 4(2)(2) (use or disclosure in breach of a confidentiality agreement), 7 of the Law on the Legal Protection of Trade Secrets of the Republic of Lithuania; Article 28(3)(b) of the GDPR.

14. LIABILITY AND ITS LIMITATION

14.1. Each Party is liable for direct losses caused to the other Party as a result of improper performance of the Agreement, in the manner set out in the CK and the Agreement.

14.2. Paysera's aggregate liability to the Client under and in connection with the Agreement, irrespective of the basis of the claims (contractual, tortious or other) and their number, for all breaches committed in any one contract year, is limited to a single aggregate amount for that year equal to the Subscription fees (exclusive of VAT) paid or payable by the Client to Paysera for the 12 (twelve) months preceding the first event giving rise to liability in that year; a renewal fee paid during the Payment Grace Period counts as payable for this purpose.

14.3. During the Trial Period and the Grace Period, when the Service is provided free of charge, Paysera's liability is limited to the amount of 500 EUR.

14.4. Paysera is not liable for indirect losses and lost income, including but not limited to: lost profit, turnover or business opportunities; lost or damaged reputation; claims of the Client's Visitors; costs of substitute services exceeding the limit in clause 14.2. Loss or corruption of Client Data caused by Paysera's breach is a direct loss (including reasonable costs of restoring or re-entering the data), compensated subject to clause 14.5(c); Paysera is not liable to the extent the loss was caused by the actions of the Client's users.

14.5. The limitations of liability do not apply to: (a) losses caused intentionally or through gross negligence; (b) harm to a person's life or health; (c) breaches of Paysera's obligations under Section 9, Section 13 or the DPA, including loss or corruption of Client Data – for these, Paysera's aggregate liability is limited separately from, and in addition to, the limit in clause 14.2, to three times the amount under clause 14.2 but not less than 10 000 EUR; (d) other cases where legal acts imperatively prohibit the limitation of liability.

14.6. The Client's liability to Paysera is limited in the same manner as Paysera's under clauses 14.2 and 14.5(c), except for: (a) payment of fees; (b) infringement of third-party intellectual property rights by Client Data; (c) intent or gross negligence; (d) a breach of clause 10.2(a)–(c) or (h). Clause 10.4 is subject to this limitation except in cases (b)–(d). The Client is not liable for Paysera's indirect losses, except in the case of intent or gross negligence.

14.7. Paysera is not liable for non-operation or improper operation of the Service caused by the circumstances specified in Section 3.2 that are beyond Paysera's control, by the actions of the Client or third parties, by failures of the Client's equipment or connectivity, or by the Client's non-compliance with the technical requirements provided by Paysera.

14.8. A Party that considers that it has a claim against the other Party submits to it a written claim no later than within 60 (sixty) calendar days of becoming aware of the breach, stating the factual circumstances and the amount of the claim. The claim period is a pre-trial procedure and does not alter the limitation periods for actions established by the CK; a later claim is still considered, but the claiming Party bears the costs caused by the delay.

14.9. Service credits under Section 3.6 count towards the liability limit in clause 14.2.

Legal basis: Articles 6.245–6.249, 6.251(1) (contractual exceptions to the principle of full compensation of losses), 6.252(1) (prohibition of advance exclusion of liability for intent and gross negligence), 6.253, 6.256(4), 6.258 of the CK; Article 1.125(13) of the CK (prohibition of altering limitation periods by agreement of the parties); Article 6.228 of the CK (gross disparity of the parties); Article 82(2) of the GDPR; Article 13(1), (3), (4)(a)–(b), (5)(a) and (6) of the Data Act (unfair contractual terms unilaterally imposed concerning data and liability for breach of data-related obligations).

15. FORCE MAJEURE

15.1. A Party is released from liability for non-performance or improper performance of the Agreement if it proves that the Agreement was not performed due to circumstances beyond its control which it could not reasonably have foreseen at the time of the conclusion of the Agreement and which, or the consequences of which, it could not have avoided or overcome (force majeure). Force majeure includes, inter alia: war, acts of terrorism, riots, natural disasters, epidemics and restrictions imposed by state authorities in response to them, large-scale disruptions of internet backbones, power grids or data centres, cyberattacks which the Party could not have resisted by applying industry-recognised security measures, acts of state authorities prohibiting the performance of the Agreement.

15.2. The following are not force majeure: non-performance of obligations by a Party's subcontractors or suppliers (except where caused by force majeure circumstances); changes in market conditions; lack of funds; failures of the Client's equipment or local connectivity. Force majeure does not release the Client from the obligation to pay for the Service already provided.

15.3. A Party that is unable to perform the Agreement due to force majeure must notify the other Party within 5 (five) Business Days of becoming aware of it, stating the circumstances, their effect on the performance of the Agreement and the expected duration. A Party that fails to give notice is liable for losses arising from the failure to notify. The existence of the circumstances in Lithuania is confirmed by a certificate issued by the Chamber of Commerce, Industry and Crafts; abroad – by a document of the relevant competent authority.

15.4. If force majeure circumstances continue for more than 60 (sixty) calendar days, either Party is entitled to terminate the Agreement by giving the other Party 10 (ten) calendar days' notice; in that case, Paysera refunds to the Client a pro-rata fee for the unused part of the paid Cycle, and Section 9 applies.

Legal basis: Articles 6.212, 6.253(2), 6.221 of the CK; the Rules on Release from Liability in the Event of Force Majeure Circumstances approved by Resolution No. 840 of the Government of the Republic of Lithuania of 15 July 1996; Article 5, point 11 of the Law on Chambers of Commerce, Industry and Crafts of the Republic of Lithuania (issuance of certificates attesting force majeure circumstances); ruling of the LAT of 4 October 2010 in civil case No. 3K-3-370/2010 [verify – LITEKO case search requires reCAPTCHA and lat.lt returned 403; not checked 2026-10-08] (the totality of the elements of force majeure).

16. AMENDMENT OF THE TERMS AND VERSIONS

16.1. The Documents are versioned. Each Version has a unique number, a publication date and an effective date, and its text is not altered after publication; any amendment is published as a new Version. All Versions are stored, published at their permanent addresses and downloadable in PDF format (Section 2.7).

16.2. Paysera is entitled to publish a new Version of a Document where this is required due to: (a) a change in legal acts or in the requirements of supervisory authorities; (b) a change in the functionality, technical or security solutions of the Service; (c) a change in Paysera's business model, sub-processors or pricing structure; (d) the clarity of the Terms or editorial clarifications.

16.3. Paysera notifies the Administrator of a new Version by e-mail and in the Management Console, stating a summary of the changes, the new Version number and the effective date. A new Version that materially worsens the Client's position takes effect no earlier than 30 (thirty) calendar days after the notice, except where the change is dictated by imperative legal requirements or an urgent security necessity – such a Version may take effect from publication. Editorial Versions and Versions favourable to the Client may take effect from publication.

16.4. From the effective date of a new Version (clauses 16.3 and 16.5), the Client's Administrator, upon logging in to the Management Console, must review and accept it. Until the new Version is accepted, the Management Console is inaccessible to the Administrator (except for viewing, downloading and accepting the Documents and cancelling the Subscription). The Operator Console, the Kiosk, the Display and the Client Ticket Page operate without interruption – Visitor service is not suspended on account of an unaccepted Version.

16.5. A new Version applies to the Client's Agreement from its acceptance in the Management Console; the fact and time of acceptance and the identity of the accepting Administrator are recorded. A Version that materially worsens the Client's position cannot be required for acceptance under clause 16.4 earlier than 30 (thirty) calendar days after the notice. A Version dictated by imperative legal requirements or an urgent security necessity (clause 16.3) applies from its effective date irrespective of acceptance. Until any other Version is accepted, the Version previously accepted by the Client continues to apply.

16.6. A Client who does not agree with the new Version is entitled to cancel the Subscription in the manner set out in Section 8; the cancellation takes effect at the end of the paid Cycle, until which the previous Version applies.

16.7. Changes to the Catalogue (scope and prices of the Plans) are not Versions of the Documents; Section 6 applies to them.

Legal basis: Articles 6.185(2), 6.186, 6.192(4), 6.223(1) of the CK; Article 11(4) of the IVPĮ.

17. THE INDIVIDUAL AGREEMENT PREVAILS

17.1. The Client and Paysera may conclude an Individual Agreement in which the terms of provision of the Service, prices, payment, SLA, liability or other terms are individually negotiated.

17.2. If an Individual Agreement has been concluded with the Client, it prevails over these Terms in the event of conflict; matters not regulated by the Individual Agreement are governed by these Terms, unless the Individual Agreement expressly provides otherwise.

17.3. The Individual Agreement, its annexes and amendments are made in written form (including documents signed with a qualified electronic signature). The operation of the Platform (acceptance of Documents in the Management Console, the Order flow) may remain technically mandatory also for a Client under an Individual Agreement; in that case, acceptance of the Terms on the Platform is deemed a purely technical act and does not alter the Individual Agreement.

17.4. The Individual Agreement also prevails over the DPA if it sets out the terms of personal data processing; otherwise, the DPA applies to the Individual Agreement as well.

Legal basis: Articles 6.156, 6.187 (conflict between standard and non-standard terms – priority of non-standard terms), 6.193(1) of the CK; Article 25 of the eIDAS Regulation (EU) No 910/2014.

18. GOVERNING LAW AND DISPUTE RESOLUTION

18.1. The Agreement and all contractual and non-contractual relations arising from or in connection with it are governed by the law of the Republic of Lithuania, irrespective of the Client's place of establishment. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

18.2. The Parties shall first seek to resolve disputes by negotiation. The Party initiating a dispute submits a written claim to the other Party (clause 14.8), which is to be answered within 15 (fifteen) Business Days. If no agreement is reached within 30 (thirty) calendar days of receipt of the claim, the dispute is referred to the court.

18.3. All disputes, other than claims for which legal acts establish exclusive jurisdiction, are resolved in the courts of the Republic of Lithuania according to the location of Paysera's registered office in Vilnius – having regard to subject-matter jurisdiction, in Vilnius City District Court or Vilnius Regional Court. This jurisdiction agreement is exclusive and applies also to Clients established in other EU Member States and in third countries.

18.4. Paysera is entitled to apply for interim measures, or to bring claims for infringement of intellectual property and confidentiality, before any competent court according to the place of the infringement or the Client's registered office.

18.5. Disputes concerning Paysera Checkout payment services are resolved in accordance with Paysera's payment services terms. The out-of-court procedure for the resolution of disputes between consumers and financial market participants conducted by the Bank of Lithuania does not apply to this Agreement, since the Client is not a consumer.

18.6. The language of court proceedings is Lithuanian. The Parties agree that the electronic records captured on the Platform (acceptance logs, timestamps, Order and payment records, e-mail dispatch records) are admissible and appropriate written evidence.

Legal basis: Article 1.37(1) of the CK; Article 3(1) of Regulation (EC) No 593/2008 of the European Parliament and of the Council ("Rome I"); Article 14(1) of Regulation (EC) No 864/2007 ("Rome II"); Articles 26–27, 32(1), 177(2), 197(1) of the Code of Civil Procedure of the Republic of Lithuania (CPK) (means of proof; written evidence); Article 25 of Regulation (EU) No 1215/2012 of the European Parliament and of the Council ("Brussels Ia"); Article 47(1) and (5) of the Law on the Bank of Lithuania of the Republic of Lithuania (out-of-court resolution of consumer disputes – not applicable).

19. CONTACTS AND NOTICES

19.1. Paysera's details and contacts:

19.2. The Client's contact details are the Administrator's e-mail address and the e-mail address for receiving invoices specified during registration and updated in the Management Console. The Client ensures that at least one Administrator has a valid, regularly checked e-mail address.

19.3. Notices under the Agreement are deemed duly served: (a) if sent by e-mail – on the next Business Day after dispatch, unless a non-delivery notification is received; (b) if published in the Management Console – upon the Administrator logging in, but no later than 3 (three) Business Days after publication; (c) if sent by registered mail – within 5 (five) Business Days of dispatch. Notices of termination of the Agreement, of a material breach, of the initiation of switching, and claims are sent by e-mail to the addresses specified in clause 19.1 with delivery confirmation, or by registered mail.

19.4. The Client is not entitled to assign its rights and obligations under the Agreement to third parties without Paysera's prior written consent, except for an assignment to the Client's legal successor in the event of reorganisation, of which the Client gives advance notice. Paysera is entitled to assign the Agreement to a Paysera group company or to a successor to the Service business, having given the Client 30 (thirty) calendar days' notice; the assignment does not diminish the Client's rights.

19.5. If any provision of the Terms is held to be invalid or unenforceable, the remaining provisions remain in force, and the invalid provision is replaced by a lawful provision that comes as close as possible to its economic purpose.

19.6. The relationship between the Parties is that of independent contracting parties; the Agreement does not create a joint venture, agency or employment relationship.

19.7. The Terms are drawn up in Lithuanian and are provided with an English translation; in the event of discrepancy, the rule in clause 2.8.2 applies.

Legal basis: Article 6(1) of the IVPĮ; Articles 1.63, 6.101, 6.115–6.116 (assignment of claims and transfer of debt), 6.160, 6.226 (partial invalidity of a transaction) of the CK.

ANNEXES (separate documents forming the Agreement)

1. Data Processing Agreement (DPA) – Version 0.2-draft, with annexes: description of processing, technical and organisational security measures, list of sub-processors.

2. Catalogue – Plans, limits and prices, published on the Platform's home page and in the Management Console.

3. Switching and data export information (Article 26 of the Data Act) – Section 9 of these Terms and the online register of data structures and formats kept up to date by Paysera at [● – address of the online register; the register is still to be published]; the same JSON Schema descriptions are also included in every export.

4. Privacy Policy (processing by Paysera as controller) – published at [● – a privacy policy covering the Service has not yet been prepared].

Version 0.4-draft of the Terms is a draft; it is not in force and is not accepted by Clients. The Version in force will be published with a number without the "draft" mark and accepted on the Platform in the manner set out in Section 2.