Terms and Conditions

ORDERO TERMS AND CONDITIONS

MB “Ordero”, registration code 305992574, registered at Aludarių g. 5-13, LT-01113, Vilnius is a technology company that operates the Ordero System located at https://www.ordero.lt (the “System”). These Ordero System Terms and Conditions apply to the use of the System, services provided by Ordero and/or third parties providing services on or through the System (the “System and Related Services”) and website, and all associated sites linked to https://www.ordero.lt by Ordero, its subsidiaries and affiliates (the “Ordero Sites”). When the context may require, definition “System” includes Ordero Sites.

These Ordero System Terms and Conditions (the “T&C's”) defines the main terms for the use of the Ordero System (the “System”) agreed between the Parties. The Form is governed and in line with the Ordero System Master Terms and Conditions. The Master T&C's are an integral part of the Commercial Terms between the Ordero System and the food suppliers, business-to-business users, business-to-customers users (the “Client").

BY USING THE SYSTEM, YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, DO NOT USE THE SYSTEM.

Ordero reserves the right, at its sole discretion, to change, modify, add or remove parts of these Terms and Conditions, at any time. Ordero will inform all of the registered users of the System (the “Users”) about any changes made to the Terms and Conditions by email before these changes will enter into force. However, it is your responsibility to check these Terms and Conditions periodically for changes. Your continued use of the System following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms and Conditions, Ordero grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the System.

Ordero and the Client together further shall be referred as the “Parties” and separately as a “Party”.

General Provisions
1. The System and Related Services are designed for the client and their employees, affiliates, nominated users and/or service providers (the “Authorized Users”) to manage the food ordering process, purchase/sell third party services on or through the System (the “Third Party Services”). When the context requires, definition “Client” includes Authorized Users.
2. The System and Related Services (the “Third Party Services”) are available via online, web-based service and/or mobile service, including associated offline components, provided by Ordero located at http://www.ordero.lt and/or any other websites and applications designed by Ordero at any time.
3. The Terms and Conditions govern the relationships between the Client and Ordero and Client’s use of the System and Related Services (The "Third Party Services").
4. These Terms and Conditions will apply to each Ordero System Service Order Form (the “Form”) signed by the Client and submitted to Ordero from time to time. For the sake of clarity, if the Authorized User uses the System and Related Services on behalf of the Client, the Form is signed by the Client directly and it is not necessary for the Authorized User to sign a separate Form.
5. To make these Terms and Conditions easier to read, Ordero uses a few defined expressions which are set out in bold. Expressions defined in the Form will have the same meanings when used in these Terms and Conditions
Ordero Service Charge and Payments
1. In order to use the System, the Client is required to pay the license fee for the System (the “Credit”). One credit allows to complete any number of orders for a single authorized user within one month using the System.
2. Ordero suspends the Client’s right to use the System, if Ordero cannot debit the instalment of the Credits cost. The Client can continue using the System within 1 (one) business day after the Client settles the outstanding payment that could not be debited from the Client’s payment card.
Validity and Duration of the Agreement
1. The Agreement will commence on the date the setup fee and the first instalment of the System license cost are debited from the Client’s payment card.
2. The Agreement will continue in force and will automatically renew every year for a successive 1 (one) year term thereafter until and unless it is terminated pursuant to the provisions of these Terms and Conditions. If the Client does not want to automatically extend the Agreement, the Client must provide Ordero with a written termination notice 30 (thirty) days prior to the current end of the term. Ordero reserves right to increase credit price up to 10% once every 12 months.
Third Party Services Provided to the Client
1. The Client can from time to time access and/or purchase Third Party Services provided by third parties (the “Third Party Service Providers”). Ordero acts as a System integrating various Third Party Services but does not provide these services themselves. Therefore, the cost of the Third Party Services are not included in the Ordero service charge.
2. For accessing and/or purchasing the Third Party Services through the System the Client will be required to accept terms of services of the Third Party Service Provider (the “Third Party Terms and Conditions ”) (if required). These terms as well as applicable cost of such services will be provided in the System or the client/authorized user will be informed separately.
3. For the Third Party Services the Client will be invoiced separately either by Ordero or the Third Party Service Provider.
4. By accepting these Terms and Conditions, including Third Party Terms and Conditions (if applicable), the Client provides its consent to Ordero to share its details with the Third Party Service Providers, including the fact that the Client has accepted the Third Party Terms and Conditions as well as information about access and/or purchase of the Third Party Services. The Client’s information sharing with the Third Party Service Providers is mandatory in order for the Third Party Service Provider to provide services and invoice the Client for the purchased services. All personal data is processed and shared with the Third Party Service Providers in accordance with the Ordero Privacy Policy.
Authorized Users Payments
1. Ordero is processing Authorized Users payment for food service related fees on behalf of the Client (if applicable).
2. When completing an ordering transaction using the System, Authorized Users may be prompted to pay various charges related to the Authorized Users ordering process to the Client. Ordero will collect these payments and transfer them to the Client straightaway or within 3 business days of receipt in full and cleared funds into Ordero’s account.
3. Ordero will endeavour to prevent chargebacks made by Authorized Users on behalf of the Client but cannot guarantee that chargebacks will not occur. Ordero may request additional information from the Client to challenge a chargeback. If the chargeback is lost because of third party actions, Ordero is not liable against the Client.
4. Except in relation to any other payments Ordero receives from Authorized Users, Ordero may off-set any amount owed by the Client against any amount which Ordero may owe to the Client, present or future, and which arises under this Agreement. The Client hereby waives any and all rights of off-set that the Client otherwise may have. The authorized users will be solely responsible for ensuring that all payments and any amounts due to the Client are paid to the Client regardless of any deductions or off-set made by Ordero (or the right to make them) under this Clause 5.4.
5. For the receipt and transfer of funds Ordero uses a third-party payment service provider. The cost of payment services related to receipt of funds on behalf of the Authorized Users and their transfer to the Client under this Clause 5 will be passed to the Client. The cost associated with the payment services will be deducted from the amounts Ordero has to transfer to the Client under the Agreement.
Client Registration on the System
1. System’s features certain services offered on or through the System may require the Client to open an account on the System (the “Account”), accept these Terms and Conditions, provide Ordero with consent regarding personal data processing under the Ordero Privacy Policy requirements.
2. To create an account, Authorized Users will need to enter user data and the system will generate a password and username.
3. Nothing in these T&Cs grant any person other than the Client the right to access or use the System and Related Services, without Ordero’s prior written consent.
4. The Client shall:
  1. Be responsible for all Authorised Parties' use of the System and Related Services and compliance with the Agreement;
  2. Be liable for the acts and omissions of all Authorised Users relating to this Agreement;
  3. Have sole responsibility for the accuracy, quality and legality of all information and documents provided to Ordero, including without limitation for providing all relevant notices to individuals and obtaining all relevant consents when required by applicable laws;
  4. Be liable for losses incurred by Ordero or any other user of or visitor to the System due to someone else using your or yours Authorised User’s username, password or account as a result of you failing to keep your account information secure and confidential;
  5. Be solely responsible for all activities that occur under the Account, including but not limited to any and all purchases made through the Account and/or mistakes made using the System (for example, providing wrong bank account details where Ordero has to transfer the received funds);
  6. Prevent unauthorised access to, or use of the Account, the System and Related Services, and notify Ordero promptly of any such unauthorised access or use of which it becomes aware.
5. The Client may not use anyone else’s username, password or account at any time without the express permission and consent of the holder of that username, password or account.
6. Ordero shall not be liable for any loss or damage resulting from a failure by the Client under Clause 6 above.
System Availability and Maintenance
1. Ordero makes every effort to make the System, available to the Client and Authorized Users at all times during the validity of the Agreement except during periods of emergency or essential maintenance, software upgrades and other works necessary to maintain the efficient provision of the System (the “Maintenance”) and to restore access as soon as possible in the event of its interruption or suspension.
2. Ordero reserves the right to conduct Maintenance in ways and during times that we consider necessary for it to perform properly. Where this results in the System becoming temporarily unavailable, we will provide the Client and Authorized Users with advance notice wherever reasonably possible. Ordero also reserves the right to make changes at any time to all or any parts of the System and Related Services (including changes to the method by which the System and Related Services are accessed and to these Terms and Conditions (but not to any of the terms expressly set out in the Form). Except where the changes are required to comply with applicable law, Ordero will endeavour to ensure that the functionality and performance of the System and Related Services will not, in our reasonable opinion, be substantially and adversely affected by any such changes. These changes may take the form of the addition, revision, correction, removal or editing of features or content or the migration of the services to a different format. These changes may be made for any reason at our reasonable discretion.
3. Ordero will be responsible for maintaining the System and will notify you of changes where reasonably practicable. Ordero will inform the Client about any planned Maintenance 5 (five) business days before its commencement.
4. Ordero shall not be liable for any loss or damage resulting from the Maintenance.
Duties and Responsibilities of the Client
1. The Client shall not:
  1. Use the System and Related Services in violation of applicable laws;
  2. In connection with the System and Related Services, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material or malicious code, including material that violates privacy rights;
  3. Sell, resell, license, sublicense, distribute, make available, rent or lease any services provided by Ordero or the Third Party Service Providers;
  4. Attempt to gain access to the System, its related systems or networks in a manner not set forth in the Terms and Conditions (for example, by hacking, password "mining" or any other illegitimate means);
  5. Interfere with or disrupt the integrity or performance of the System in whole or in part or third-party data contained therein;
  6. Attempt to gain unauthorised access to the System in whole or in part or its related systems or networks;
  7. Permit direct or indirect access to or use of the System in whole or in part in a way that circumvents a contractual usage limit, or use the System to access or use any of Ordero's intellectual property except as permitted under these Terms and Conditions and/or the Agreement;
  8. Copy the System or any part, feature, function or user interface thereof;
  9. Scrape, crawl, harvest, retrieve or otherwise gather by electronic means any data or other content from the System, which is not related to the Client or its Authorized Users;
  10. Access the System and Related Services in whole or in part in order to build a competitive product or service or to benchmark with a product or service not developed or provided by Ordero;
  11. Reverse engineer the System and Related Services in whole or in part;
  12. Use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the System, or in any way reproduce or circumvent the navigational structure or presentation of System, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the System;
  13. Probe, scan or test the vulnerability of the System or any network connected, nor breach the security or authentication measures on the System or any network connected;
  14. Reverse look-up, trace or seek to trace any information on any other user of or visitor to the System, or any other customer of Ordero, including any Ordero account not owned by you, to its source, or exploit the System or any service or information made available or offered by or through the System, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by Ordero;
  15. Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the System or its systems or networks, or any systems or networks connected to them;
  16. Use any device, software or routine to interfere or attempt to interfere with the proper working of the System or any transaction being conducted on the System, or with any other person’s use of the System;
  17. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Ordero on or through the System or any service offered on or through the System;
  18. Pretend that the Client is, or that its represents, someone else, or impersonates any other individual or entity.
2. The Client’s intentional violation of Clause 9.1 below, or any use of the System and Related Services in breach of these Terms and Conditions or any related documentation that imminently threatens the security, integrity or availability of the System and Related Services, may result in Ordero’s immediate suspension of the System and Relates Services in Ordero’s sole discretion.
Personal Data Processing and Use of Client’s Data
1. The Client agrees that all personal data will be processed in accordance with the Ordero Privacy Policy requirements. The Ordero Privacy Policy provides information about applicable cookies, which may collect personal and other data about users of the System.
2. The Client owns all rights, title and interest in and to all Client’s data. The Client agrees that all suggestions, enhancement requests, recommendations or other feedback provided to Ordero relating to the operation or functionality of the System and Related Services belong to Ordero.
3. Ordero may use the Client’s name and logo in lists of clients on marketing materials and on its website, but only in such form as may be expressly consented to by the Client in writing from time to time (such consent not to be unreasonably withheld or delayed). Ordero shall not publicise its relationship with the Client without the Client's express written consent (such consent not to be unreasonably withheld or delayed).
4. Ordero owns the aggregated and statistical data derived from the operation of the System, including, without limitation, the number of records in the System, the number and types of transactions, configurations, and reports processed in the System and the performance results for the System (the “Aggregated Data”). Nothing herein shall be construed as prohibiting profiting Ordero from utilising the Aggregated Data for the purposes of operating Ordero’s business, provided that Ordero’s use of the Aggregated Data will not reveal the identity, whether directly or indirectly, of any individual or specific data entered by the Client into the System. In no event shall the Aggregated Data include any personal data.
5. Where the Parties process the personal data (any information that relates to an identified or identifiable individual) as a separate and independent data controller, they will each be responsible for complying with their respective obligations under applicable data protection law when processing personal data. In no event will the Parties process the personal data as joint controllers. In particular (and without limitation):
  1. The Client will be responsible for complying with all necessary transparency and lawfulness requirements under applicable data protection laws in order to disclose the data to Ordero to process; and
  2. Ordero will be separately and independently responsible for complying with applicable data protection laws in respect of its processing of data it receives from the Client.
Intellectual Property
1. Ordero will retain ownership of all intellectual property rights in the System and relates services, all software and databases comprised in or used by the System, all content available through the System (including the Form, Terms and Conditions , Ordero Privacy Policy and other documentation), all enhancements or modifications to the System and Related Services, all metadata and derived data (including analytics data or other data collected or generated from monitoring the System, related services and any user of the System) and all data collected by cookies or similar technologies used in connection with the System and Related Services. No intellectual property rights are granted to the Client other than as expressly set forth in the Terms and Conditions.
2. Ordero grants the Client a non-exclusive, non-transferable right and license to use the System and the Related Services solely for the internal business purposes of the Client and solely during the validity of the Agreement, subject to this Agreement and within the scope of using the System and Related Services.
3. The Client grants Ordero and Ordero’s third party suppliers and contractors non-exclusive, perpetual, unlimited, irrevocable, royalty-free, fully paid up, worldwide permission (including the right to sublicense that permission) to use the Client’s content to the extent permitted by applicable law: (i) to provide services to the Client and users of the System, including Authorized Users; (ii) to use and exploit the Client’s content for any purposes whatsoever including: (a) to create and exploit for any use whatsoever derived data; (b) for publicity purposes and/or in connection with any of our marketing, promotional or advertising activities (including any client win lists, pitch documents, investor presentations or testimonials), during and after the term of the Agreement; and (c) for the purposes of our or third parties’ direct and/or other marketing of our products and services and those of our commercial partners and other third parties subject that no confidential or personal data is disclosed.
4. Except as expressly provided in these Terms and Conditions , no part of the System may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Ordero’s express prior written consent.
Warranties and Indemnity
1. The express terms and conditions in these Terms and Conditions will apply in place of all warranties, conditions, terms, representations, statements, undertakings and obligations whether expressed or implied by statute, common law, custom, usage or otherwise, all of which are excluded to the fullest extent permitted by law.
2. The Client warrants, represents and undertakes to Ordero that: (i) any rights the Client grants to Ordero in the Agreement will not infringe or breach any other person’s rights at any time nor breach applicable laws; (ii) in performing Client’s obligations under the Agreement and in the course of Client’s access and use of the System and Related services, the Client will comply with all applicable laws and regulations and will procure that all Authorised Users do the same; and (iii) the Client will not do, or omit to do, anything that is likely to prejudice or impair Ordero’s intellectual property rights or damage or otherwise devalue the reputation or goodwill associated with such intellectual property rights, the System and Related Services.
3. Except as expressly provided in these Terms and Conditions and to the maximum extent permitted by applicable law, Ordero makes no warranties of any kind, whether express or implied, statutory or otherwise, and specifically disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose or non-infringement with respect to the System and Related Services. Ordero does not warrant that the System and Related Services will be error free or uninterrupted. The limited warranties provided in these Terms and Conditions are the sole and exclusive warranties provided to the Client in connection with the provision of the services.
4. The Client will indemnify, defend and hold Ordero, its officers, employees and licensors and all Third Party Service Providers harmless from and against any claims, liabilities, costs, losses, awards, damages, fines or penalties that any or all of them may suffer, incur or pay (including all legal or professional fees) arising out of or in connection with any breach of these Terms and Conditions by the Client, including the Authorised Users.
Liability of Ordero
1. Ordero shall not exclude or limit in any way its liability to the Client where it would be unlawful to do so. Nothing in these Terms will restrict or exclude Ordero’s liability for death or personal injury arising from our negligence, fraud or fraudulent misrepresentation or any other liability that cannot be excluded by law.
2. Ordero does not make any promises about the availability of the System and Related Services as well as the Third Party Services or promise that access to it or the content made available through it will be secure, backed-up or delivered uninterrupted, timely or error-free. Ordero makes no warranties in respect of any harm that may be caused by the transmission of a computer virus, worm, time bomb, Trojan horses, cancelbots, logic bomb or any other form of programming routine designed to damage, destroy or otherwise impair a computer's functionality or operation including transmission (virus) arising from the Client, Authorised Users and/or Authorized Users uploading or downloading any content, any software they use to do so or any servers that make Ordero services and such content available.
3. Ordero does not have any liability to the Client for any indirect, special, incidental, punitive or consequential damages, however caused, or for any lost profits whether in contract, tort or otherwise, arising out of, or in any way connected with the System and Related Services, including but not limited to the use or inability to use the System and Related Services, any interruption, inaccuracy, error or omission, even if the Client have been previously advised of the possibility of such loss or damages.
4. The Client agrees that it is Client’s responsibility to install suitable antivirus and security software on your computer hardware and other devices to protect against any viruses. Any content downloaded or otherwise obtained through the use of the System and related services is done at Client’s own risk and the Client will be solely responsible for any damage to its computer system or loss of data that results from the download or use of any such content or any viruses.
5. In order to use Third Party Services the Client may have to accept the terms governing them with the respective Third Party Service Provider. The Client acknowledges and agrees that Ordero will not be liable for the performance of any Third Party Services and makes no representation, warranty or guarantee regarding the installation, use, performance, availability or effectiveness of such services.
6. Any Terms and Conditions and/or other System notices Ordero provides will not constitute legal advice and the Client confirms that it will not rely on them as such.
7. Subject to Clause 13.1, Ordero will not be liable for: (i) any loss of information or data, use, reputations, goodwill or opportunity or any loss or failure to release expected profit, revenue or savings or any direct, indirect or pure economic loss; and (ii) any indirect, special, incidental, punitive, consequential damages or losses that you may suffer, in each case however arising.
8. Except as set out above in this Clause 13, Ordero’s maximum total liability to the Client for all claims arising under or in connection with the Agreement in any calendar year, whether arising in contract, tort, out of breach of statutory duty or otherwise, and, whether in respect of a single event, series of connected or unconnected events, will be limited to the total commission fees Ordero pays to the Client under the Agreement in the calendar year of the claim (in relation to claims in connection with any Third Party Services and/or the related commission fees), or, the total fees Ordero has received from the Client under the Agreement in the calendar year of the claim (in relation to all other claims).
Confidentiality
1. Confidential information (the “Confidential Information”) means:
  1. Any software utilised by Ordero in the provision of its service and its respective source code;
  2. Client’s data;
  3. Each party’s business or technical information, including but not limited to the documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as "confidential" or "proprietary" or the receiving party knows or should reasonably know is confidential or proprietary; and the terms, conditions, and/or any discounts relating to this Agreement (but not its existence or parties).
2. A Party shall not disclose or use any Confidential Information of the other Party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement or with the other Party's prior written permission.
3. Confidential Information shall not include any information that:
  1. Is or becomes generally known to the public without breach of any obligation owed to the other Party;
  2. Was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party;
  3. Was independently developed by a Party without breach of any obligation owed to the other Party; or
  4. Is received from a third party without breach of any obligation owed to the other Party.
Notices
1. All notices under this Agreement shall be in writing and shall be deemed to have been give upon:
  1. Personal delivery;
  2. The 3rd (third) business day after first class mailing; or
  3. The 2nd (second) business day after sending by email with electronic confirmation of receipt. Ordero will send its notices to the Client’s provided email during the registration process. Notices to Ordero shall be addressed to sales@ordero.lt. Each Party may modify its recipient of notices by providing notice pursuant to this Agreement.
  4. If the Client fails to provide information and/or documents related to the KYC/AML checks under these Terms and Conditions .
Termination of the Agreement
1. If the Client fails to provide information and/or documents related to the KYC/AML checks under these Terms and Conditions.
2. Ordero may also terminate the Agreement for convenience, on giving 30 days’ written notice to the Client. In such a case Ordero will compensate the cost of Credits that were purchased and unused.
3. If the Agreement expires or terminates for any reason:
4. Access to the System and Related Services will terminate immediately;
5. All Client’s content will be deleted within 30 days of the effective date of expiry or termination except for content that is not (or has been anonymised so that it is not) personal data or for content that is personal data and for which Ordero is a data controller which Ordero will be entitled to retain subject to applicable laws.
6. Termination for any reason shall not relieve the Client of the obligation to pay any fees accrued or due and payable to Ordero prior to the effective date of termination and termination for any reason other than for uncured material breach by Ordero shall not relieve the Client of the obligation to pay all future amounts due.
7. After the Agreement is terminated, Clauses 10, 11, 12, 14, 15, 16, 17 will remain in full force and effect
Final Provisions
1. If any part of the Agreement is found to be unenforceable as a matter of law, all other parts of the Agreement will not be affected and will remain in force. For the avoidance of doubt, should the Agreement or any part of it be deemed or declared void or voidable, this will not affect the validity of any licence provided under the Agreement.
2. References to ‘including’ and other similar expressions. In these Terms and Conditions , words that appear after the expression ‘include’, ‘including’, ‘other’, ‘for example’, ‘such as’ or ‘in particular’ (or any similar expression) will not limit the meaning of the words appearing before such expression.
3. The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter of the relevant Agreement.
4. The Agreement does not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between the parties.
5. Neither Party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and not caused by that Party’s fault, or negligence, including, but not limited to, acts of God, biologital and/or other viruses, acts of government, goverment imposed country and/or city lockdowns, flood, fire, civil unrest, acts of terror, strikes or other labour problems (other than those involving Ordero or Client’s employees, respectively), computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility (the “Force Majeure Event”), but in each case, only if and to the extent that the non-performing Party is without fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions and measures and cannot reasonably be circumvented by the non-conforming Party through the use of alternate sources, workaround plans, disaster recovery, business continuity measures or other means. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
6. The Client may not assign, sublicense or otherwise transfer any of its rights under the Agreement. Ordero may subcontract part or all of the performance of its services and/or our obligations under the Agreement and may assign, sublicense or otherwise transfer any of its rights and benefits under the Agreement.
7. The failure to exercise or delay in exercising a right or remedy provided to a party under this Agreement shall not constitute a waiver of that right or remedy, and no waiver by a party of any breach of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision.
8. These Terms and Conditions do not create any right or benefit enforceable by any person that is not a party to it.
Disputes Resolution
1. Any dispute in relation of this Agreement between the Parties must be resolved in mutual negotiations. These mutual negotiations should start after one Party submits a dispute notice to another party. The negotiations should take at least 30 (thirty) calendar days and parties should meet virtually (using remote communication systems) or physically at least once a week. If it is impossible to resolve a dispute within 30 (thirty) calendar days, a disputing Party can submit a claim to the courts of Lithuania.
2. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with Lithuania law and we and you hereby submit to the exclusive jurisdiction of the Lithuanian courts.
Definitions

"Terms and conditions" - means these terms and conditions for the supply of goods and/or Services.

"Account" - means a registered account with Ordero for the use of the Service through the System.

"Service" - means Ordero's software hosted applications as described in the documentation provided by Ordero to you through the System including, but not limited to, the purchase of any other products and/or services from Ordero.

"Personal Data" - means any information that is related to an identified or identifiable individual/person.

"We" or "Us" - Means MB “Ordero” trading as “Ordero” a company registered in Lithuania with registered number 305992574 whose registered office is at Aludarių g. 5-13, LT-01113, Vilnius.

“Intellectual Property Rights” - means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honoured or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.

"Authorised users" - Any of the Customer’s: (a) employees; (b) consultants; (c) service providers; (d) contractors; (e) agents; (f) Customer Authorized Users; (g) third party providers, authorised to access the Service by the Customer, through their personalised username and password, created by the Customer using Arthur Online products and services.

"Law(s)" - Any local, state, national and/or foreign law or laws, treaties, and/or regulations applicable to a respective party.

“Malicious Code” - means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs.

"Client(s)" - Ordero's user who signed the service order form, or using the System on behalf of the agency that is in contractual agreement with Ordero.

“Master Terms and conditions” - means the T&C's that are signed by the Director of the company as in the Master T&C's there are outlined Ordero service charges, payments and KYC/AML checks. The general T&C's are accepted by client's authorized users and do not have these terms.

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