Terms of Use

1. Parties and definitions

• Service Provider (we) — Ruslan Kačalov, sole proprietor (individual activity) “Verdika”, individual activity certificate No. 1552877, Žėručio g. 10-23, Vilnius, Lithuania, info@verdika.lt. The Provider is not registered for VAT.
• Client — a legal entity, other organisation or self-employed person acting for business or professional purposes who has registered on the platform or concluded the agreement otherwise.
• User — an employee of the Client or another person for whom the Client has created an account. Client administrator — a User who manages the Client’s account.
• Platform — the Verdika procurement management software available at verdika.lt / verdika.eu.
• Supplier — a third party to whom the Client sends an invitation or who submits an offer. A Supplier does not need an account.
• Client Data — all information uploaded to the Platform by the Client, its Users or Suppliers, or created in the Client’s account (purchases, suppliers, invitations, offers, documents, ratings, comments, activity log).
• Marketplace — a public page of the Platform where the Client may, at its own choice, publish a purchase and any supplier may submit an offer.

The Data Processing Agreement forms an integral part of these terms. The Privacy Policy is for information only.

2. Conclusion of the agreement and language

The agreement is concluded electronically: the Client’s representative fills in the registration form, ticks consent to these terms and the Data Processing Agreement and confirms the registration by email. It may also be concluded by both parties signing an order. By registering, the person confirms that they are authorised to act on behalf of the Client.

The Platform is for businesses only. It is not provided to consumers (individuals acting for personal purposes).

We keep a record of consent: who agreed, when, and to which version of the terms. The current version is always published on this page and can be saved or printed using the browser; earlier versions are sent on request.

The terms are published in Lithuanian and English (the English text is shown in Russian). In case of discrepancies, the Lithuanian version prevails.

3. Service and plans

The Platform allows creating purchases, inviting Suppliers, receiving and comparing offers, rating Suppliers, preparing selection reports and orders, and tracking invoices. Plan contents and limits (users, purchases, AI actions, invitations) are published on the website and in the Client’s account.

We may improve and change the service. If a change would materially worsen a paid plan, we will give at least 30 days’ notice; until the change the Client may terminate and receive a pro-rata refund for the unused prepaid period.

4. Prices and payment

Prices are published on the website in euro. The Provider is not registered for VAT, so no VAT is charged. Should the Provider become registered for VAT, we will give at least 30 days’ notice before adding VAT, and the Client may terminate before then.

The free plan has no fee. Paid plans are paid by bank transfer against the Provider’s invoice within 14 days, monthly or yearly in advance. The yearly payment equals 10 months.

We may change prices with at least 30 days’ notice; the new price applies from the next billing period. If payment is late, after a reminder and a period of at least 7 days we may restrict paid-plan features — the data remains and can be exported.

Amounts paid for a period are not refunded, except in the cases expressly provided in these terms.

5. Accounts and acceptable use

The Client:

• provides correct data and keeps it up to date;
• is responsible for its Users’ actions and for granting and revoking their access (e.g. when an employee leaves);
• keeps passwords safe and notifies us without delay of suspected unauthorised access;
• uses the Platform only for lawful procurement purposes and is itself responsible for its purchases complying with the laws and internal rules that apply to it.

It is prohibited to: try to access other clients’ data or bypass security; upload malicious code or unlawful content; use invitations for advertising or unsolicited email; keep inviting persons who asked the Client to stop; upload special categories of personal data (health, criminal records, etc.); resell access; deliberately overload the system or scrape data from it.

In case of a security threat, a serious breach or an authority’s request we may suspend or restrict access immediately; otherwise we first warn and give a reasonable time to remedy. We inform the Client of a suspension and its reason.

Public procurement. The Platform is not the Lithuanian Central Public Procurement Information System (CVP IS) and does not replace the procedures, notices or record-keeping required by public procurement law. If the Client is a contracting authority, it alone decides whether and how to use the Platform and is responsible for that.

6. Suppliers and invitations

Invitations are sent by the Client — we provide the technical means. The invitation names the Client, replies go to the Client’s address, and we add no advertising.

The Client warrants that it obtained Supplier contacts lawfully, has a basis for sending them invitations, properly informs Suppliers about the processing of their data, and that invitations relate to a genuine purchasing need.

An offer is submitted to the Client. The Provider is not a party to the purchase, the offer or any resulting contract, does not represent either the Client or the Supplier, and is not responsible for the content of offers, the choice of Supplier or the performance of the contract.

A Supplier submitting an offer without an account confirms that it is authorised to submit it on behalf of the company it represents and uploads no malicious or unlawful content. The offer form briefly explains to the Supplier who receives its data and that AI may be used.

We treat offer contents as confidential: we do not show them to other Suppliers or Clients and use them for no purpose other than providing the service to the Client.

7. Marketplace and notices of illegal content

Whether to publish a purchase on the Marketplace is the Client’s decision, and the Client is responsible for the accuracy and lawfulness of the published content. Offers submitted via the Marketplace are passed only to the Client that published the purchase. Listings are ordered by offer deadline; there is no paid prominence.

We do not monitor content continuously — we act on a notice, an authority’s order or reasonable suspicion of a breach. Single point of contact for authorities, the European Commission and users under the Digital Services Act (Regulation (EU) 2022/2065) — info@verdika.lt (in Lithuanian and English).

To report content you consider illegal, write to info@verdika.lt stating: why it is illegal, its exact location (link), your name and email, and a confirmation that the notice is submitted in good faith. We confirm receipt and inform you of our decision.

We may remove content or restrict its visibility, or suspend an account. Decisions are taken by a person; we promptly inform the affected person of the decision and its reasons. A decision may be contested by writing to info@verdika.lt, before a court, or with the Communications Regulatory Authority of Lithuania (rrt.lt) — the Lithuanian Digital Services Coordinator.

8. Artificial intelligence

AI features (reading offers, text drafts, summaries) help but can make mistakes — misread a number, miss a condition or write an inaccurate text. The Client checks the values and texts suggested by AI. We are not liable for decisions based on unchecked AI results unless the damage results from our intent or gross negligence.

The AI service is provided by the provider listed in Annex 1 of the Data Processing Agreement; only the information needed for the task is sent to it. The AI provider’s option to use the data we send to train its models is switched off; we do not use Client Data for AI training either.

The Platform takes no decisions on the Client’s behalf: comparisons, ratings and AI suggestions are supporting information only, and the winner and other decisions are always made by the Client’s responsible person.

9. Client Data

Client Data belongs to the Client. The Client allows us to process it only as needed to provide, maintain and secure the service — under the Data Processing Agreement. We do not sell Client Data or use it for our own marketing.

We may use aggregate technical statistics (e.g. uptime, number of errors, frequency of feature use) that cannot identify a Client, User or Supplier and do not reveal data content (prices, Suppliers, offers).

10. Data export, switching and deletion

This section implements Chapter VI of the Data Act (Regulation (EU) 2023/2854) and applies to all plans, including the free plan.

The Client can download its data at any time: Settings → “Company data and account” → “Download all data”. This gives a ZIP archive with purchases, suppliers, invitations, offers (with prices, VAT, delivery and terms), supplier ratings, comments, a list of documents, users and the activity log — in CSV format, and all uploaded files in their original format.

Not exported is what is not Client Data and does not hinder switching: the Platform’s source code and database structure, AI prompt templates, server security logs, password hashes and other Clients’ data.

At any time (including on termination) the Client may request to switch to another provider, move the data to its own infrastructure, or delete the data. Then:

• a transition period of no more than 30 days applies: the agreement stays in force, we assist the Client and its authorised persons and ensure continuity and security. If 30 days are technically not enough, we notify this with reasons within 14 working days and set another period (no longer than 7 months); the Client may extend the transition period once;
• after it (or, if no switching was requested, after the agreement ends) a data retrieval period of at least 30 days follows, during which the account works read-only and the data can be downloaded;
• after the retrieval period all Client Data is deleted, except data we must keep by law. In backups, deleted data is never restored to the live system and disappears within the backup cycle (up to 12 months). On request, we confirm deletion in writing.

Export and switching are free of charge. The Platform’s infrastructure is in the European Union (servers in Lithuania); the Provider operates under the law of the Republic of Lithuania.

11. Operation and support

We strive to keep the Platform running without interruption and make daily backups, but we do not guarantee uninterrupted or error-free operation or any specific availability percentage. Where possible, we announce planned maintenance in advance. Support — info@verdika.lt and the “Help” section of the Platform, on working days.

12. Intellectual property

The Platform, its design and source code belong to the Provider. During the agreement the Client receives a non-exclusive, non-transferable right to use the Platform under these terms. We may use the Client’s suggestions for improving the Platform without separate remuneration — this does not include Client Data.

13. Confidentiality

Confidential information is any non-public information disclosed by one party to the other, including Client Data, Supplier offers and prices. A party uses it only to perform the agreement and does not disclose it to third parties, except to its processors and advisers bound by confidentiality to the extent necessary, and where required by law or an authority.

Information that is public through no fault of the party, or was lawfully known to it before, is not confidential. The obligation applies during the agreement and for 5 years after it ends, and for trade secrets — for as long as they remain secret.

14. Liability

We are liable only for direct losses caused by our fault. Our total liability in any 12 months does not exceed the greater of: the amount paid by the Client for the Platform in that period, or EUR 100. We are not liable for lost income, lost profit, business opportunities or other indirect losses, nor for the content of Supplier offers or third-party communication failures.

These limitations do not apply to damage caused intentionally or by gross negligence, or where the law does not allow limiting liability. They do not reduce liability to data subjects under Article 82 GDPR.

The Client indemnifies us for losses (including reasonable legal costs and fines) arising from its breach of sections 5 or 6 or from uploading data without a legal basis.

15. Term and termination

The agreement is concluded for an indefinite period. The Client may terminate it at any time in its account (Settings → “Delete company account”) or by email; section 10 then applies.

We may terminate with 30 days’ notice, or immediately for a material breach by the Client not remedied within 14 days of a warning, or for a serious breach. If we terminate for reasons other than the Client’s breach, or the Client terminates because of our material breach, we refund the pro-rata part of the unused prepaid period.

16. Changes to the terms and assignment

We may change these terms by notifying the Client on the platform and by email at least 30 days in advance. If it disagrees, the Client may terminate before the changes take effect and receive a pro-rata refund for the unused prepaid period. If the Client continues to use the Platform after the effective date, it is deemed to accept the changes; we additionally ask the Client administrator to confirm them when logging in. Changes required by law or favourable to the Client may take effect earlier.

The Provider may assign this agreement, together with the Data Processing Agreement, to a legal entity it establishes (e.g. a small partnership or a private limited company), which will continue the Platform on the same terms, by notifying the Client at least 30 days in advance. If it disagrees, the Client may terminate before the assignment. The Client may assign the agreement only with our written consent.

17. Governing law, disputes and final provisions

The agreement is governed by the law of the Republic of Lithuania. Disputes are settled by negotiation and, if no agreement is reached within 30 days, by the courts of the Republic of Lithuania competent for the Provider’s place of business (Vilnius). This jurisdiction agreement is concluded by electronic means that allow it to be saved and also applies to Clients from other EU countries.

A party is released from liability if force majeure (Article 6.212 of the Civil Code of the Republic of Lithuania) prevented performance, provided it promptly notified the other party.

Notices to the Client are sent to the Client administrator’s email and/or shown on the Platform; notices to us — info@verdika.lt. If any provision is found invalid, the remaining provisions stay in force.