Hurrick UAB
Version No. 01 effective from 8 of November 2024
Hurrick UAB is a private limited liability company organized and existing under the laws of the Republic of Lithuania, legal entity code 306090979, registered office address at Žalgirio g. 90-100, LT-09303 Vilnius, the Republic of Lithuania (hereinafter referred to in this document as the "Company").
The Company offers a publicly accessible platform that serves as a gateway for Clients to connect with a range of applications/ services, including financial services made available by independent third-party providers. The Company does not by itself or on behalf of third parties provide any financial services subject to authorization requirements under the Applicable Laws.
The Company may be contacted by email at support@peanuds.com or by other means of communication listed on the Website under the menu item Customer Support/Contact Us.
1. DEFINITIONS
1.1. The capitalized terms used in these Terms shall have the following meaning:
1.1.1. Account means Client's virtual interface within the Peanuds System that is intended for the Client's use of the Company's Services. The Account is accessible by the Client via the Website using multifactor authentication;
1.1.2. Applicable Law means all applicable provisions of all laws, treaties, regulations, orders of governmental authorities and all orders and decrees of all courts and arbitrators that are applicable to either of the Parties;
1.1.3. Business Day means a calendar day, except Saturdays, Sundays and official holidays and days off set by the legal acts of the Republic of Lithuania, when banks are normally open for business in Lithuania, unless set by the Company and notified to the Client differently;
1.1.4. Client means a person that has an Account on Peanuds System. The Client must be accepted by the Company in order to become a Client. Only then the Client (their authorised representatives) shall have access to the Services;
1.1.5. Company means Hurrick UAB with its details as stated above in the preamble of these Terms;
1.1.6. Confidential Information means information that may be exchanged between the Parties from time to time as it is defined under Clause 17.1 herein;
1.1.7. Disclosing Party shall be understood as described under Clause 17.1 herein;
1.1.8. Intellectual Property Rights mean any and all rights existing now or in the future under patent law, copyright law, data and database protection law, trade secret law, trademark law, competition law, whether or not registered or capable of registration, and whether subsisting in any specific country(-ies) or any other part of the world, and any and all other proprietary rights of any kind, including without limitation rights to domain names, as may be updated and expanded periodically;
1.1.9. Party or Parties individually means any of the Client or the Company and together means both the Client and the Company;
1.1.10. Peanuds System means a computer program with relevant user interfaces available on the Website and/or otherwise accessible, owned, administered, supported and developed by the Company, which enables Clients to access and utilize Services and various applications, including services provided by Third Parties;
1.1.11. Privacy Policy means the document that sets out the main provisions of how, when and under what conditions the Company processes Clients' personal data;
1.1.12. Receiving Party shall be understood as described under Clause 17.1 herein;
1.1.13. Services mean the services provided by the Company outlined under Clause 6 of these Terms and Conditions;
1.1.14. Subscription Plan meansthe separate document provided to the Client that outlines the specific fees, charges, payment methods, billing cycles, and any other relevant financial arrangement associated with the Client's use of the Peanuds System.
1.1.15. Terms mean these Terms and Conditions of Use and all annexes, amendments and supplements hereof under which the Client and the Company agree on the general terms and conditions of the provision of Services;
1.1.16. Third Party(ies) means independent organizations or entities, separate from the Company, that provide various services (incl. financial) accessible through the Peanuds System. These Third Parties are solely responsible for the delivery, management, and terms of their respective services.
1.1.17. Third Party Terms refers to the respective terms and conditions, agreements, policies, and guidelines established by Third Parties regarding the use of their services. By utilizing Third Party services on the Peanuds System, Clients agree to abide by these Third-Party Terms in addition to the Terms.
1.1.18. Website means the Company's website available at www.peanuds.com including all its sub- domains;
1.2. In interpreting these Terms:
1.2.1. all clause, annex and paragraph headings in these Terms are solely for convenience and shall not affect their interpretation;
1.2.2. unless the context clearly indicates otherwise, words denoting one gender include all genders, words denoting individuals or persons include entities and vice versa, words used in the single include the plural and vice versa, and the words "including", "included", "in particular" and of any similar expression shall be construed as being by way of illustration only and not as limiting the generality of any words preceding them;
1.2.3. references to a person shall include references to that person's legal representatives, successors and permitted assigns;
1.2.4. references to a document or agreement (including a reference to this document) is to that document or agreement as amended, supplemented, varied or replaced;
1.2.5. references to any statute, statutory, statutory provision, subordinate legislation under the relevant statute, or European Union (EU) directive or regulation shall include any statute, statutory, statutory provision, subordinate legislation, or EU directive or regulation which amends or replaces it or has amended or replaced it.
2. GENERAL INFORMATION AND CLIENT’S REPRESENTATIONS
2.1. These Terms govern the contractual relations between the Company and the Client when using the Company’s Services.
2.2. The Client is urged to read these Terms carefully, as they shall constitute a legally binding agreement between the Company and the Client which enters into force on the date the Client accepts these Terms and remain in force for an indefinite period of time unless they are terminated following the provisions set forth herein. If there is anything in these Terms that the Client does not understand, the Company should be contacted for clarification.
2.3. In addition to these Terms, relationships pertaining to the provision of Services shall also be governed by mandatory laws and other legal acts of the Republic of Lithuania. Also, any additional provisions which regulate or facilitate the relationship between the Company and the Client that are not stated in these Terms, as well as any additional services or products that the Company may provide or make available to the Client from time to time not covered by these Terms, may be subject to a separate agreement or annex executed between the Company and the Client.
2.4. The Client accepts that the necessary pre-contractual and contractual documents shall be communicated to them in a durable medium other than paper, via electronic communication channels. The Company stores these documents on the Website and they are also accessible to the Client on its Account dashboard or otherwise as agreed between the Client and the Company. The Client is always able to print these documents or request for them to be printed on paper and/or to save them to the hard drive of their computer or to any other durable medium.
2.5. For the purposes of accepting these Terms by the Client the handwritten signature is being replaced by means of electronic access, such as providing an electronic signature, typing an identification number on a keyboard, electronically communicating a password, ticking an “accept” box or any other technical procedure implemented by the Company, and the use of such means by the Client will have the same binding force as the use of a handwritten signature. If there is anything in these Terms with which the Client does not agree, the Client should not accept these Terms.
2.6. By accepting these Terms, the Client:
2.6.1. confirms that it is eligible to use the Services by complying with criteria listed in Section 3 below;
2.6.2. confirms that it has read these Terms and commits to be bound by these Terms;
2.6.3. confirms that the Company has not advised, nor individually recommended, to the Client to use the Services, excluding any advertisement of the Services;
2.6.4. confirms that the Client’s use of Services does not violate any Applicable Law of any jurisdiction that applies to the Client;
2.6.5. confirms that all of the above is true and accurate on the day of acceptance of these Terms and shall remain true and accurate until the Client ceases to use the Services.
2.7. The Company relies on the representations and warranties listed above when entering into these Terms and each time it provides the Services to the Client.
2.8. The Company reserves the right to terminate contractional relations with Clients under these Terms and close the Account, once the Company discovers or has grounds to suspect that the Client is in breach of any of the representations and warranties listed under Clause 2.6 above. The Client shall reimburse any losses and damages that the Company incurs in the result of the Client’s failure to provide with true, accurate and complete representations and warranties.
2.9. The Company does not warrant that the functions contained in the Peanuds System will meet Client’s requirements or that the operation of the Peanuds System will be uninterrupted or error free. In that connection, the Company expects the Client to:
2.9.1. promptly (not later than on the same Business Day (in case of non-Business Day, on the earliest Business Day) as it becomes aware of that) notify the Company of improperly provided Services, of loss, theft, unauthorized use or illegal acquisition of the Peanuds System login data, and also of loss of the Client’s electronic device used for logging into the Peanuds System;
2.9.2. promptly (not later than on the same Business Day (in case of non-Business Day, on the earliest Business Day) as it becomes aware of that) report to the Company any suspicions about compliance with these Terms.
3. CLIENT ACCEPTANCE CRITERIA
3.1. The Client is permitted to use the Services only if it complies with all the following criteria:
3.1.1. it has the capacity to enter into and be bound by these Terms and any other document related thereto;
3.1.2. it is a corporation duly established and operating in a country in which the Company's Services are legally accessible and conducts its business in compliance with Applicable Law and not in violation of the rights of any third party;
3.1.3. it acts through a duly authorised representative, who has full authorization to enter a contractual relationship with the Company based on these Terms on behalf of the Client he/she is representing;
3.1.4. it is not subject to bankruptcy, insolvency, restructuring, reorganization, liquidation or other similar proceedings or procedures;
3.1.5. it does not use / intend to use the Peanuds System for anything that is unlawful, malicious or that could disable, overburden, or impair the proper working of the Peanuds System or may hurt Company's reputation or otherwise pose any threat to the Company; and
3.1.6. at all times the Client complies with the Terms as well as Applicable Law.
4. ACCESS TO ACCOUNT
4.1. Login to the Account requires multifactor authentication. using methods provided and approved by the Company.
4.2. The e-mail address specified by the Client during registration shall be valid throughout the entire period of validity of the Account. If needed (upon Client’s request) and upon satisfactory compliance with Company’s request for documents and information from the Client, the Company can manually change Client’s e-mail address that could be used for login and/ or communication purposes.
4.3. During the creation of the Account the Client will be asked to create a password. The password can be changed at any time by taking the appropriate actions specified on the Website.
5. CLIENT REPRESENTATIVES
5.1. The Client, being a legal entity, is entitled to appoint representative(s) in order to administer the Account or take other actions on Client’s behalf, in their name and under their full responsibility. For the sake of clarity, when the term “Client” is used in the Terms, it also refers to the Client's representative who may act on behalf of the Client.
5.2. The Peanuds System may allow the Client to assign representatives with different types (levels) of authorizations. Considering the representative’s authorization type (level), the different kind of information and/or documents maybe requested from the representative in order to perform any separate actions on the Client’s behalf.
5.3. All requests or instructions submitted by the Client's representative to the Company, documents executed, or other actions taken by such representatives shall be deemed to have been made by a duly authorised person of the Client. The Client assumes full responsibility for any actions taken by their representative appointed on the Peanuds System.
6. PROVISION OF SERVICES
6.1. The Company provides an open and publicly accessible cloud-based platform designed to enable its Clients to access various applications, including financial services offered by Third Parties, as well as support the Clients during such Third Parties onboarding processes, communication with them and perform other related actions. The Peanuds System is intended to serve as a facilitative interface, connecting Clients with Third Parties who are solely responsible for the provision of their own services.
6.2. The Company provides its Services only to Clients accepted by the Company, who have provided all required information and/or documents and will continue to cooperate with the Company throughout the entire duration of the relationship by providing updated information or any information requested by the Company. The Client acknowledges that the Company may share any information or documents received from the Client with a Third Party whose services the Client intends to use, in order to facilitate the Client’s onboarding with the Third Party or their relationship with the Third Party.
6.3. The Company does not provide any financial services or financial advice, either on its own behalf or on behalf of any Third Party. All financial services accessible through the Peanuds System are exclusively provided by Third Parties. Clients are advised to conduct their own due diligence before utilizing any services offered by Third Parties.
6.4. The financial services provided by Third Parties are subject to the respective Third Parties’ Terms. By registering in the Peanuds System and using the Peanuds System to access financial services, Clients agree to comply with all applicable Third-Party Terms, in addition to the Company’s Terms. It is the responsibility of the Client to review and accept these Third-Party Terms prior to using any Third-Party services.
6.5. Clients acknowledge that in order to access the financial services offered on the Peanuds System, they are required to accept and adhere to the Third Party Terms. The Company shall not be held responsible for any consequences resulting from a Client’s or Third Party’s failure to comply with Third Party Terms. The Client acknowledges that without accepting Third Party Terms the Client might not be allowed to continue registration to the Peanuds System.
6.6. The Client acknowledge that the Company is not responsible in case the Third Party refuses to provide their services or discontinue to provide their services, as well as such refusal by Third Party might also serve as a sufficient ground to the Company to refuse to provide Company’s Services and/ or terminate the relationships with the Client.
6.7. The Company shall provide the first line of support to Clients regarding the use of the Peanuds System, incl. technical access to Third Party, functionalities of Peanuds System. However, any inquiries or issues specifically related to the Third Party services themselves must be directed to the Third Party, as the Company does not have the authority or capacity to resolve such matters.
6.8. The Company does not handle, manage, or hold any Client funds in connection with the services provided by Third Parties. All payment processing and related transactions are performed directly by Third Parties in accordance with Third Party Terms.
6.9. The Company does not endorse, guarantee, or assume responsibility for any Third-Party services accessed through the Peanuds System. Clients acknowledge that they are accessing these services at their own risk, and any issues arising from the quality, legality, or suitability of such services are the responsibility of the Third Party.
6.10. Clients agree to comply with all applicable laws, regulations, and standards when using the Peanuds System and engaging in financial transactions through Third Parties. The Company makes no representations or warranties regarding the compliance of Third Party services with local or international regulatory requirements.
7. PROHIBITED ACTIVITIES
7.1. It is strictly prohibited to use any of the Services for any of the following:
7.1.1. to conduct or engage in any illegal or unlawful activity;
7.1.2. to hide or disguise the proceeds of any illegal or unlawful activity;
7.1.3. to engage in any fraudulent or malicious activity;
7.1.4. to control or use an Account that does not belong to the Client;
7.1.5. to allow anyone who is not a duly authorized person to have access to or use the Client’s Account;
7.1.6. to disable, disassemble, reverse-engineer or decompile the Peanuds System;
7.1.7. to act in a way which imposes an unreasonable or disproportionately large load on the Company’s infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or; to transmit or upload any material to the Peanuds System or the Website that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; to attempt to gain unauthorized access to the or the Website, Accounts of other persons, computer systems or networks connected to the Peanuds System or the Website, through password mining or any other means; to use the Account information of another party to access or use the Peanuds or the Website; information Peanuds System System
7.1.8. to infringe the Company’s Intellectual Property Rights;
7.1.9. to conduct or engage in activity in a way that the Company reasonably believes might harm its ability to provide the Services;
7.1.10. to engage in any other use or activity that breaches these Terms or is not in conformity with sustainable activities of the Company, ensuring human rights, transparency, gender equality, moral and ethics, or other activity deemed unacceptable by the Company.
7.2. The Company reserves the right, without any prior notice or explanation, to refuse any person from using the Services or to terminate an existing relationship with the Client if the Company has a reasonable doubt that the activity being carried out by that person/Client is in violation any of the prohibitions specified in this Section.
8. FEES AND CHARGES. TAXES
8.1. The billing and payment arrangements applicable to the Client’s use of the Peanuds System are outlined in the Subscription Plan presented by the Company before the Client’s accepts these Terms or at any time later. This Subscription Plan outlines the specific fees, charges, payment methods, and billing cycles related to the Client’s use of the Peanuds System and any applicable Third-Party services.
8.2. Clients agree to review and accept the terms of the Subscription Plan prior to utilizing any Services that incur charges or prior to continue usage of any Services that became subject to charges. In the event of any conflict between the terms outlined in the Subscription Plan and those in these Terms, the terms of the Subscription Plan shall prevail with regard to billing and payment matters.
8.3. The Company reserves the right to update or modify the Subscription Plan, introduce Subscription Plan from time to time. Clients will be notified of any such changes at least 30 days prior the changes taking effect. If the Client does not accept the updated Terms, they may terminate the Terms before the changes take effect, without incurring any additional fees or compensation obligations (in such a case, terms of the clause 10.210.3 also apply). Continued use of the Peanuds System following the effective of the updated Subscription Plan shall constitute acceptance of the revised Terms.
8.4. The Client understands that the Company may take debt collection or enforcement measures including without limitation involving of a debt collection agency or initiating a court proceeding in order to claim debts the Client owes to the Company while holding the Client liable to all costs incurred in the course of such measures.
8.5. It is the Client’s own responsibility to pay any taxes applicable in relation to using the Services. In case the Company becomes obliged under Applicable Law or voluntarily decides to report to any competent authorities any information that is related with the Client’s tax obligations, the Client undertakes to provide the Company with the requested documents, data and information.
9. SECURITY AND CORRECTIVE MEASURES
9.1. It is the Client’s sole responsibility to keep the Account security credentials (login information, passwords and other) safe. If the Client passes on its security credentials to any third party, losing this information or such information becomes otherwise accessible to any third party, the Client is fully responsible for any possible adverse consequences.
9.2. It is the Client’s responsibility to ensure that any computer or other system, software, equipment or device wherefrom the Client accesses or uses the Account is protected and free from any viruses or other malware and destructive components. The Client shall also not leave them unattended, in public places or otherwise easily accessible to third persons. It is recommended to update software, applications, anti- virus programs, browsers and other programs in time.
9.3. The Client shall inform the Company about any requests received by the Client from the third parties to enter or otherwise disclose the Account security credentials. If at any time the Client becomes aware or suspects that the Client’s Account security credentials has been lost, stolen, misappropriated, used without authorisation or otherwise compromised, the Client shall notify the Company without undue delay and, if there is such possibility, immediately change such security credentials.
9.4. The Company may stop or suspend the use of the Peanuds System if it has reasonable grounds for doing so relating to the security of the Peanuds System or the suspected, unauthorized or fraudulent use of the Peanuds System. The Company shall not be held liable for the Client’s losses incurred as a result of blocking its access to the Peanuds System and shall not pay to the Client any penalty.
9.5. The Company reserves the right to require a change of the Client’s Account password at any time by giving email notice to the Client.
10. CHANGES TO THESE TERMS
10.1. Without prejudice to other provisions of these Terms, the Company reserves the right to unilaterally change these Terms at any time by publishing the amended Terms on the Website and Client’s Account dashboard. The Client will also be notified about the changes via e-mail. The amendment of the Terms shall come into force ## [30 (thirty) calendar days] upon their publication on the Website, except as provided in Clause 10.3 below.
10.2. In the event that the Client disagrees with the proposed changes to these Terms, the Client has the right to terminate these Terms free of charge and with effect at any time until the date of their proposed date of entry into force. The Client’s notice rejecting changes to these Terms will be deemed as a notice of termination of these Terms. Upon termination of these Terms the Account shall be closed in accordance with these Terms and the Client will not be able to access Third Party services through Peanuds System as well. The Company does not bear any responsibility in case the Client can no longer access Third Party services due to the Client’s refusal to accept changes to these Terms.
10.3. The Company has the right to change these Terms due to important reasons (including changes in Applicable Law) and without complying with the notification process set out above. In such cases, the Company will notify the Client immediately about such changes by publishing the information on the Website, Account dashboard and/or by e-mail. In such case the Client is entitled to terminate these Terms by informing the Company immediately but not later than within [3 (three) days] of the notification. In such a case terms of clause also apply 10.2.
10.4. If the Client does not use its right to terminate these Terms in accordance with the Clauses 10.2 and 10.3, the Client will be deemed to have accepted such changes and be bound by the updated or amended Terms and the Client will not be entitled subsequently to submit to the Company Client’s objection and / or claims regarding the content of such changes.
10.5. Amendments to these Terms shall not have retrospective effect and shall not affect any rights and/or obligations that have arisen between the Client and the Company before amendments came into effect.
10.6. The Client is not entitled to unilaterally change, amend or alter provisions of these Terms.
11. COMMUNICATION
11.1. Notifications, statements, reports and any other communications related to the Services shall be transmitted to the Client by posting on the Account dashboard and / or by e-mail at the Client’s verified e-mail address disclosed during the registration with Peanuds System.
11.2. The Client must immediately inform the Company about changes in its contact details. At the request of the Company, the Client must provide the respective documents supporting the change of any contact details. If the Client does not fulfil its duties referred to in this Clause, the notifications communicated on the basis of the most recent details specified by the Client to the Company shall be deemed as duly sent and any obligation fulfilled on the basis of such details – as duly discharged by the Company.
11.3. If the Client has doubts whether the communication has been sent by the Company, the Client should contact the Company immediately.
11.4. The Client may always contact the Company via means indicated in the preamble of these Terms.
11.5. Notifications, statements, reports and any other communications shall be deemed transmitted to the Client when posted or sent (as established in Clause 11.1) by the Company and shall be deemed received by the Client on the same Business Day it was sent (in case it is sent on a non-Business Day – on the earliest Business Day).
11.6. The Client is required to check the Account dashboard and Website, the Client’s verified e-mail address regularly in order to be acquainted in a timely manner with any notifications and other communications provided to the Client. The Client accepts that its failure to comply with this requirement may result in loss of notifications that may impact the Client’s rights and obligations under these Terms. The Company shall not be liable for any losses or damages arising out of the Client’s failure to comply with the above requirements. The Company shall not be responsible for any mistake, inaccuracy, technical defect or damage caused by incorrect, outdated Client’s contact details and their subsequent use by the Company.
11.7. All communications sent via telecommunication or electronic means (via the Internet) will be done in English language and shall be deemed to be made in writing (except otherwise is agreed with the Client).
12. LIMITATIONS OF LIABILITY
12.1. Subject to the below, the Company shall be liable only for the direct losses of the Client.
12.2. Without prejudice to other provisions of these Terms that exclude or limit the Company’s liability hereunder, the Company shall not be liable for any damages occurred due to:
12.2.1. the use of services provided by Third Parties. Clients agree that any claims or disputes related to Third Party services must be addressed directly with the Third Party provider responsible for delivering those services;
12.2.2. unauthorised access to the Account, forgotten passwords, security of passwords and private keys, technical faults resulting in a loss of ability to access the Account;
12.2.3. any computer virus, spyware, scareware, Trojan horse, worms or other malware or cyber, phishing or spoofing attack that may affect the Client’s computer or other device wherefrom the Client accesses and uses the Account or the Services;
12.2.4. faulty integration of the Peanuds System, any part thereof, such as application programming interfaces (APIs) and/or plug-ins in the Client’s website and/or system hacks, from server failure or data loss, corrupted files or data;
12.2.5. Peanuds System malfunction or failure to operate, any delays, faults, mistakes or inaccuracies of any kind in the Services;
12.2.6. any suspension of the Services permitted under these Terms;
12.2.7. Client’s obligation to assess and pay any taxes, duties and other relevant charges that may arise from the Client’s activity with the use of the Account or the Services;
12.2.8. Client’s failure to comply with the Applicable Laws and these Terms;
12.2.9. information or services provided by third parties and/or anything a third party does or fails to do;
12.2.10.the Company’s implementation of Applicable Law.
12.3. To the extent permitted by Applicable Law, the Company’s liability under these Terms shall be in all cases limited to the total amount of Fees the Client paid while using the Services during the [3 (three) months] of cooperation preceding the day the damages arise. The foregoing limitation of liability shall apply to the fullest extent permitted by Applicable Law. To the extent permitted by Applicable Law, the Company shall be liable only due to its wilful misconduct.
12.4. Each Party shall be exempted from the liability for non-performance of its obligations under the Terms if it can prove that non-performance of obligations is caused by force majeure (any of the following events, which cannot be prevented or overcome by reasonable means, including but not limited to hacking attacks or hardware breakdowns, war, civil unrest, terrorist activity, sabotage or riots, the entry into force of regulations of state and government and other actions of government agencies and organizations, moratoriums, epidemics, blockades, embargoes, earthquakes, floods, fires or other disasters, acts of God, strikes, lockouts or similar labour disturbance) circumstances which are proven according to the Applicable Law.
13. TERMINATION OF THE TERMS
13.1. The Company may terminate these Terms unilaterally at any time and for any reason by giving the Client a [1 (one) month] prior notice.
13.2. The Company shall have a right to suspend or restrict the provision of Services or terminate these Terms unilaterally (without applying to court) and immediately due to any of the following material reasons:
13.2.1. the Client while registering for the Services, using the Services and/or when performing the Terms provides to the Company incorrect and/or incomplete and/or misleading information or documents, or does not provide, conceals, avoids, or refuses to provide any required information or documents to the Company, or submits documents where the veracity or authenticity is in doubt, or the submitted documents and/or information are not in conformity with requirements established by legal acts and/or the Company or are expired and not renewed timely;
13.2.2. the Client fails to notify the Company about changes in the information provided to the Company and/or about the circumstances which have or are likely to have a negative impact on the due discharge of the Client’s obligations to the Company, and/or of any circumstances that are material for the performance of these Terms and/or, upon Company’s request, fails to submit the documents supporting such information or circumstances;
13.2.3. the Client is subject to bankruptcy, insolvency, restructuring, reorganization, liquidation or other similar proceedings or procedures, or at the request of the Company, the Client fails to submit the data about its financial condition, if such data is necessary for the Company for the assessment of risk on the Client’s solvency or fulfilment of obligations, management of the Client’s debt to the Company and/or provision of other services;
13.2.4. the Client has defaulted on its obligations assumed and/or representations and warranties made under these Terms and/or individual agreements concluded with the Company and/or no longer meets the eligibility requirements laid down in Section 3;
13.2.5. the Client breaches or the Company has grounds to suspect that the Client may be in breach of the prohibitions as established under Section 7;
13.2.6. the Client by its unlawful acts has inflicted losses on the Company and/or has caused a real threat of such losses and/or damaged the reputation of the Company;
13.2.7. the Client uses the Services for illegal, fraudulent and/or unfair activities or may be in breach of any laws or regulations applicable to the Client’s use of the Account, or the Services;
13.2.8. the Company has concerns about the security of the Account (e.g. where the Client’s Account is used by third parties without legal grounds, or the Account login details have been incorrectly used for several times within a short time span), or suspects that the Client uses Services in a fraudulent or unlawful manner is likely to harm operation of the Peanuds System, the Company’s or third parties’ justified interests, material rights or business reputation;
13.2.9. Third Party limits its services to the Client or terminates relationship with the Client;
13.2.10.other circumstances not mentioned above, including, but not limited to, failure to fulfil or improper fulfilment of any obligations specified in the Terms and/or inappropriate, abusive behaviour towards the Company may also be considered as material reasons, if they indicate that further provision of Services to the Client would infringe the Company’s, other Clients’ or the public’s legitimate interests.
13.3. If the Client has not been using the Account for more than 1 year the Company shall have a right to unilaterally terminate these Terms and close the Account upon prior 5 (five) calendar days’ notice.
13.4. The Client may terminate these Terms upon a 3 (three) months prior written notice, unless otherwise provided within a separate agreement between the Parties.
13.5. Upon the termination of these Terms for whatever reason:
13.5.1. all rights granted herein shall terminate immediately;
13.5.2. the Client shall not be released from the obligation to pay full amount of Fees and any other amounts owed to the Company;
13.5.3. each Party shall promptly return to the other Party, or destroy and certify the destruction of all Confidential Information to the other Party, if any (unless retention of such information is required by Applicable Law or foreseen in these Terms or related documents);
13.5.4. eachPartyshallremitinfullallpaymentsduetoanotherPartyaccordingtotheseTermsaccruing prior to the date of termination, and following such final payment, neither Party will be entitled to receive any payment from the other Party;
13.5.5. any provision of these Terms that by its very nature or context is intended to survive any termination, cancellation or expiration hereof, shall so survive;
13.5.6. subject to the Clauses above, all other performance obligations of both Parties under these Terms shall cease.
14. COMPLAINTS AND DISPUTES
14.1. Complaints may be submitted by e-mail to support@peanuds.com or by using contact form provided on the Website.
14.2. Complaints shall be submitted (and will be responded to) in English or German.
14.3. Any complaint the Client sent will be considered and settled in accordance with complaint resolution procedures established by the Company. The Company commits to handle complaints fairly and promptly.
14.4. In case the Client is not satisfied with the response of the Company and the complaint might relate to Third Party services, the Client may raise the issue to the Third Party or apply to the court.
15. SERVICE DISRUPTIONS AND SYSTEM IMPROVEMENT WORKS
15.1. The Company shall not be liable for any disruption of the Services due to (including, but not limited to) failures of the hardware, software or other infrastructure used by the Company, disruptions in the internet connectivity, or other technical failures. The Company’s Services and the systems used to provide the Services shall be provided to the Client on an "as is" basis and the Company shall make no warranties or representations as to the operation and quality of the Services, unless otherwise agreed with the Client.
15.2. The Company shall have the right to improve its systems and to remedy any deficiencies observed in its systems, even if this may cause or result in short-term disruptions in the provision of Services to the Client. The Company intends to continuously improve its systems and address its weaknesses.
15.3. In exceptional circumstances and on duly substantiated grounds, the Company shall have the right to carry out remedial work immediately, at any time of the day or night, in order to avoid possible losses to the Company or the Client. In the case referred to in this Clause, the remedial work shall be carried out within the shortest possible time. For the avoidance of doubt remedial works shall also include any work related to ensuring compliance with Applicable Law.
15.4. During the development or remedial works of the Company's systems, the performance of all obligations of the Company that are performed by means of those systems may be suspended. The Company shall not be liable for the Client's losses resulting from the Client's inability to use the Services as a result of the Company’s system improvement or remedial works.
16. DATA PROTECTION AND DATA STORING
16.1. In order to provide Services, the Company collects, uses, stores and otherwise processes information about the Client as permitted by the legal acts of the Republic of Lithuania, the European Union General Data Protection Regulation (No 2016/679) and other legal acts. For details regarding the data protection and processing, please refer to the Privacy Policy available at https://www.peanuds.com/legal/corporate/privacy-policy/. The Client has to familiarize itself with the Privacy Policy prior to accepting these Terms. In case the Client finds the Privacy Policy or any parts thereof unclear or unintelligible, it should refer to the Company’s Data Protection Officer, as explained by the Privacy Policy, prior to accepting these Terms and he/she will help. By way of accepting these Terms, the Client acknowledges that it has familiarized with and understood the Privacy Policy.
16.2. The Company has the right to record and store any information relating to the Client’s usage of the Account. Records mentioned above may be submitted by the Company to the Client, Third Party whose services the Client uses and/or other third parties, who have the right to receive such data under the basis set forth in the Applicable Law.
16.3. The Company implements appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
16.4. The Client is obliged to inform the Company in writing immediately in case any information the Company holds about the Client is inaccurate or not up to date or the Client believes that any of the information about the Client is collected, used and stored by the Company in a manner not compliant with Applicable Law.
17. CONFIDENTIALITY
17.1. The Parties acknowledge that, from time to time, the Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) either directly or indirectly by way of using/rendering the Services, electronically, in writing, orally or otherwise, information which is proprietary or confidential or which would, under the circumstances, be understood by a reasonable person to be proprietary and non-public, including without limitation, technical data, know-how, trade secrets related to activities of any of the Parties, the non-public Company information and all unpublished service manuals, information, data and other similar materials or records provided by the Party to the other Party pursuant to these Terms or otherwise (“Confidential Information”).
17.2. Each Party shall use at least the same procedures and degree of care which it uses to protect its own Confidential Information of like importance, and in no event less than reasonable care, and shall be responsible and liable for any use or disclosure of the Confidential Information, including by its employees or other related persons, in violation of these Terms.
17.3. During the term of these Terms and after their termination the Receiving Party shall use the Confidential Information solely for fulfilling its responsibilities and obligations under these Terms and for no other purposes. The Receiving Party shall retain such Confidential Information in strict confidence and shall not disclose it to any third party without the Disclosing Party’s written consent, except to the third party(- ies) engaged/contacted by the Company in order to ensure provision of Services/compliance with Applicable Law as well as to law enforcement.
17.4. The Party shall immediately notify the other Party of any unauthorized use or disclosure, or suspected unauthorized use or disclosure of Confidential Information. In the event that any disclosure of the Confidential Information is required by the Client pursuant to Applicable Law, the Client shall provide the Company a reasonable notice and opportunity to contest the need for such disclosure, or to seek a protective order therefor. If the Company fails to contest the need for such disclosure or to obtain a protective order, the Client may disclose only that portion of the Confidential Information that is legally so required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally required disclosure.
17.5. The Client acknowledges and agrees that the disclosure of information which may be considered as confidential to competent authorities and subcontractors of the Company as well as other persons engaged/contacted by the Company for the provision of Services/compliance with Applicable Law, shall not be considered as a breach of the confidentiality obligations. In addition, no confidentiality obligations shall apply to information that:
17.5.1. was already known to the Receiving Party without an obligation of confidentiality at the time of disclosure hereunder;
17.5.2. is or becomes public knowledge through no action of the Receiving Party;
17.5.3. is known to the Receiving Party from its own independent research without infringing a duty of confidentiality;
17.5.4. the Receiving Party receives from any third party having a legal right to transmit such information without being under any obligation to keep such information confidential.