This Timebase User Agreement (“Agreement”) is between UAB “Timebase” (“Timebase”) and the user of Timebase services (“User“).
Timebase and User may be referred to as a “Party” individually and the “Parties” collectively.
By concluding this Agreement, the User agrees to follow the terms and conditions of contractual relationships set out at (“Service Agreement”). User should read the Terms before concluding this Agreement.
Timebase reserves the right, in its sole discretion, to change, modify or otherwise alter this Agreement at any time. In such a case Timebase ensures to make reasonable efforts to communicate these changes to User.
1. Subject of the Agreement
1.1 This Agreement establishes the basic principles of service provision, as well as the rights and obligations of the Parties.
1.2 Services – “Timebase” provides the User with the access to the Time and Financial Accounting System (“Accounting System”), also Timebase may provide the User with the rent, maintenance, modification, repair, update, and other usual services which may be required for the Accounting System to function properly.
2. Functions of the System
2.1 Accounting System allows the User to use services of other users (“Second user”) by selecting employees of the Second user with the required experience, education and expertise under the rate determined by the Second user and vice versa (“Services Sharing Platform”).
2.2 Contractual relationship between the User and Second user shall be governed by Service Agreement. The Service Agreement is a contractual relationship directly between the User and Second user. User and the Second user have complete discretion both with regard to whether to use each other services under the conditions indicated in Service Agreement and under the rates specified in Accounting System.
2.3 User acknowledges, agrees, and understands that Timebase is not a party to the Service Agreement.
2.4 The formation of a Service Agreement between Users will not, under any circumstance, create an employment or other service relationship between Timebase and any User or a partnership or joint venture between Timebase and any User.
2.5 Each party using Accounting System shall act as an independent User at its own risk and for its own benefit.
2.6 Key features of Accounting System also include (“Features”):
2.6.3 Investment projects;
2.6.8 Payments received;
2.6.10 Sent Mail.
2.7 Timebase undertakes to introduce User with the features above before start using Accounting System.
3. Fees and the order of payment
Payments for Services Sharing Platform
3.1 Timebase will charge User who acquires services from the Second user 5 % (five percent) fee (“Platform fee”) calculated from the total services fee paid to the Second User for services acquired on the Services Sharing Platform under the Second User’s rates indicated in the Accounting System.
|Hours of services provided by the second user||Rate of Second user (per profile) indicated in accounting system||Total services fee (Hours x rate)||Platform fee||Fee charged by Timebase|
|100 hours||15 Eur / hourly||1500 Eur||5%||75 Eur|
|20 hours||8 Eur / hourly||160 Eur||5%||8 Eur|
|80 hours||30 Eur / hourly||2400 Eur||5%||120 Eur|
|Total services fee: 4060 Eur||Total fee charged by Timebase 203 Eur|
Payments for Features
3.2 Login fee - EUR 25.00 (twenty-five euros) without VAT per profile per month, adjusting the number of profiles at the beginning of each calendar quarter. For any additional services ordered by the User Timebase charges an hourly charge of EUR 55 excluding VAT (“Features fees”). The rates can be different if mutually agreed by the Parties.
3.3 The Platform fee and Features fees (“Total fee”) will be paid to Timebase in such a way:
3.3.1 Timebase will make calculations of the Total Fee and submit invoices to the User quarterly for the previous period.
3.3.2 Value-added tax (VAT) shall be calculated in accordance with the legislation in force and paid additionally, if applicable.
3.3.3 The User represents and warrants that it is in compliance with all applicable local requirements including, but not limited to, those regarding payroll-related taxes, social security, other insurances or VAT.
3.3.4 The invoices issued to the User shall be paid within 45 (forty-five) calendar days from the day Timebase sends the invoice to the User.
4. Rights and Obligations of the Parties
4.1 Responsibility of the Parties is determined in accordance with applicable legislation of the Republic of Lithuania and this Agreement.
4.2 Obligations of Timebase
4.2.1 Timebase undertakes to provide the services in accordance with the terms of this Agreement and upon request of the User to provide a detailed Service Report indicating what services have been provided, distinguishing specific components of the Total fee;
4.2.2 Timebase undertakes to ensure the confidentiality and protection of information received from the User during execution of the Agreement and confidentiality and protection of the Agreement-related information.
4.2.3 Timebase undertakes to comply with the applicable legal requirements for legal protection of the personal data received from the User;
4.2.4 Timebase undertakes to respond to the User’s comments on the Accounting System and the provision of services and to eliminate, as soon as possible, any deficiencies identified by the User in the Accounting System or the provision of services;
4.2.5 Timebase shall comply with the requirements of laws of the Republic of Lithuania on Copyright and Related Rights, International, European Union and other legal acts enforceable in the Republic of Lithuania; and shall not violate any intellectual property rights belonging to other persons and be liable for the third party’s intellectual property rights violation – if such violation is detected.
4.2.6 Before submitting the services to the User, Timebase is required to conduct a pilot tests to ensure that the functionality of the services is fully in compliance with functions listed in this Agreement;
4.2.7 When maintaining the Accounting System, the Timebase must make any updates to the Accounting System that are reasonably required to enable the Accounting System to operate at its optimal functioning capacity;
4.2.8 If the Accounting System does not work and / or the Timebase is unable to provide Services related to the Accounting System for any reason beyond the User’s control (Timebase System Failure, Employee Lack, etc.), the Timebase undertakes to ensure that the Services covered by this Agreement are provided by engaging the Third party Timebase (until the Timebase can continue to provide the Services) at no additional charge (subject to the rates specified in this Agreement). The Timebase will be held jointly and severally liable with such a Third-party Timebase for the fulfillment of its obligations under this Agreement.
4.3 User’s Responsibilities
4.3.1 User undertakes to provide Timebase with the information necessary for the provision of the Services. The User is solely responsible for accuracy of the data and information provided;
4.3.2 The User undertakes to pay the Service fee for the duly provided services in accordance with the terms of this Agreement;
5. Timebase certifications and warranty
5.1 Timebase confirms and warrants to the User that:
5.1.1 The Accounting System is the property of the Timebase and / or the Timebase has all the rights and necessary permissions to use, dispose, lease and perform other actions related to the Accounting System to make it available for use by the User under the terms of this Agreement;
5.1.2 The Accounting System will not violate any third party intellectual property rights arising from the Accounting System use;
5.1.3 The Accounting System is suitable for performing all the functions specified in this Agreement;
5.1.4 The Accounting System complies with the applicable legal requirements under this Agreement and applicable laws of the Republic of Lithuania;
5.1.5 The Accounting System complies with the usual market-based criteria for the same or similar services.
6. Validity and Termination of the Agreement
6.1 The Agreement shall be valid as long as User has at least one profile account in Accounting System.
6.2 In case any of the Parties is in the material breach of this Agreement and fails to remedy such breach within 30 (thirty) days after the detection of such a breach by the other Party, the injured Party has the right to unilaterally terminate this Agreement. The injured Party shall provide the other Party with evidence to substantiate the other Party's material breach of this Agreement.
6.3 The Parties agree that the any Party shall have the right to terminate this Agreement without giving any reason by submitting a prior written notice to the other Party 3 (three) days prior to termination.
6.4 Upon termination of the Agreement or at the end of it, the provisions of this Agreement concerning the responsibilities of Parties and dispute resolution between the Parties under this Agreement remain in force.
7.1 Should any of the Parties fail to comply with its obligations under this Agreement, or otherwise violate this Agreement, the guilty Party shall be liable for any direct loss suffered by the other Party, including any costs related to direct damage recovery.
7.2 In the event of failure or improper performance of the Agreement by the Party, the other Party shall have the right to require the Party that committed the violation to properly perform the Agreement.
7.3 The compensation of losses (damages) shall be limited by an amount that equals the price the Timebase has received from the User for the services provided, except in cases when the damages result from the malice or gross negligence of the Timebase. The civil liability of Parties arises only when all conditions for liability are present, including the fault of the Party that caused the damages
8. Force majeure
8.1 The Parties shall not be liable for the total or partial non-fulfillment of their obligations under this Agreement if this is due to force majeure. The Parties understand the force majeure circumstances as determined by the Civil Code of the Republic of Lithuania.
8.2 The affected Party shall notify the other Party of such force majeure circumstances as soon as reasonably practical and shall promptly undertake all reasonable efforts necessary to cure such force majeure circumstances.
8.3 In the event of force majeure circumstances exceeding 3 (three) months, either Party may terminate this Agreement by giving written notice to the other Party. In this case, the Agreement shall be deemed terminated from the date of receipt of the notice if the notice does not specify another date of termination of the Agreement.
9. General provisions
9.1 The Parties to the Agreement emphasize and confirm that they were in good faith with each other when concluding this Agreement, that they have all the necessary authority, permission to conclude this Agreement and to perform their obligations under this Agreement.
9.2 Unless any provision of this Agreement becomes fully or partially invalid, this shall not affect the validity of the other provisions of the Agreement, except where this affects the essential terms of the Agreement.
9.3 The User and the Timebase agree that any dispute and / or claim arising out of or in connection with this Agreement or any breach, termination or annulment of this Agreement will be settled by Party’s negotiation, otherwise the dispute shall be settled in accordance with the laws of the Republic of Lithuania in accordance with the established procedure. Any dispute, controversy or claim arising out or in connection of this Agreement shall be settled by a competent court of the Republic of Lithuania, the territorial jurisdiction shall be determined in accordance with the office address of the Timebase.
9.4 This Agreement enters into force upon User starts using Accounting System.
9.5 The terms, information and conditions provided are understood, approved and accepted by the User.