SERVICE AGREEMENT 

This Service Agreement together with the Terms and Conditions shall be regarded as a contract concluded between ACV and the Recruiter and shall apply to all Services (as defined below) provided by ACV to the Recruiter. 

BY SIGNING THE ORDER (IN CASE THE SERVICES ARE PURCHASED THROUGH ACV COMMERCE DEPARTMENT), BY USING THE SERVICES (IN CASE SUCH SERVICES ARE FREELY AVAILABLE UPON REGISTRATION ON THE WEBSITE), OR BY FORMING AND PAYING THE ORDER FOR THE SERVICES BY MEANS PROVIDED ON THE WEBSITE, THE RECRUITER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT AS WELL AS TERMS AND CONDITIONS (AS DEFINED BELOW). IF THE RECRUITER DOES NOT AGREE TO ANY OF THE TERMS THIS AGREEMENT OR TERMS AND CONDITIONS, THE RECRUITER MUST IMMEDIATELY CEASE TO USE ANY SERVICES. 

1. DEFINITIONS 

1.1 Capitalized terms in the Agreement shall have the following meaning, unless the context otherwise requires: 

1.2. In the Agreement, unless the context otherwise requires, words denoting the singular include the plural and vice versa.  

1.3. Headings of the Agreement are for ease of reference only and do not affect interpretation. 

2. SUBJECT MATTER OF THE AGREEMENT  

2.1. The Parties agree that ACV shall provide the Recruiter with the Services as specified in the Agreement and the Order and the Recruiter undertakes to pay the agreed Fee for the Services in a proper and timely manner as stipulated in the Agreement and respective Order. 

2.2. The terms of this Agreement shall apply to all Services rendered by ACV to the Recruiter and relationship between the Parties regarding the provision of such Services under this Agreement, unless otherwise provided in the Order. The Order shall set forth special terms and conditions applicable solely to the respective Services as indicated in the respective Order.  

3. ONE-OFF PURCHASE TERMS 

3.1. ORDERS PLACED TO ACV’s COMMERCE DEPARTMENT 

3.1.1. In case the Services are purchased through ACV’s commerce department, the respective Services shall be ordered by the Recruiter completing the particular Order and submitting it to ACV via form on the Website (https://www.aviationcv.com/en/page/contact-us) or contacting ACV commerce department via e-mail: hello@aviationcv.com. ACV shall review such Order, supplement it (if necessary) and return via email the Order to the Recruiter’s further review and confirmation. If Parties agree to the terms of the respective Order, it shall be signed by both Parties.  

3.1.2. For the avoidance of doubt, the Parties agree that Services purchasable by placing the Order to ACV’s commerce department shall include (if ordered by the Recruiter according to the relevant Order): 

3.1.2.1. preparation of the multimedia content, articles, marketing materials, newsletters; 

3.1.2.2. publication of the multimedia content, articles, marketing materials, newsletters, banners/buttons, backlinks to the Recruiter’s website on the Website and / or Social Media; 

3.1.2.3. consultation regarding advertising, marketing and media inquiries and services; 

3.1.2.4. buying of advertising and media services on third parties’ websites and other communication channels, in the name of the Recruiter; 

3.1.2.7. Recruiter’s featured job listings on the Website. 

3.1.3. ACV shall commence the provision of the relevant Services to the Recruiter when:  

3.1.3.1. the relevant Order is concluded in writing and signed by the Recruiter and ACV; and  

3.1.3.1. Recruiter has provided information required in order to be able to properly provide the Services (as the case may be) as determined at the sole discretion of ACV; and 

3.1.3.2. the respective Fee is paid by the Recruiter under payment terms indicated herein and in the relevant Order and such Fee is received by ACV in full as specified in the Clause 7.10 below unless otherwise agreed in the respective Order. 

3.1.4. For the avoidance of doubt, the Parties agree, that ACV has no obligation to commence provision of the relevant Services until ACV has signed the relevant Order.  

3.1.5. The Order shall be deemed properly concluded if the Parties exchange copies of the Order with handwritten signatures transmitted by electronic means (through email in Portable Document Format (PDF), JPG, PNG or similar file). Each Party may also sign the Order electronically with advanced or qualified electronic signature that satisfies the requirements of the EU Regulation No 910/2014 (eIDAS Regulation). 

3.2. ORDERS PLACED ON THE WEBSITE 

3.2.1. In case the Services are purchased on the Website, the respective Services shall be ordered by the Recruiter forming of particular Order and paying for it using the means provided on the Website. 

3.2.2. For the avoidance of doubt, the Parties agree that Services purchasable by placing the Order on the Website shall include (if ordered by the Recruiter according to the relevant Order): 

3.2.2.1. Recruiter’s advertising banner creation and publication on the Website; 

3.2.2.2. purchasing of the credits to view a detailed information about job seekers’ listings, posted on the Website; 

3.2.2.3. Recruiter’s featured job listings on the Website. 

3.2.3.The Order shall be deemed as concluded and binding upon both Parties and ACV shall commence the provision of the relevant Services to the Recruiter when the Recruiter, utilizing the means provided on the Website, takes the following actions: 

3.2.3.1. forms the Order through the means made available on the Website; and 

3.2.3.2. accepts the terms outlined in this Agreement, as well as the Terms & Conditions and any data processing terms; and 

3.2.4. For the avoidance of doubt, the Parties agree, that ACV has no obligation to commence provision of the relevant Services until the Recruiter paid for the relevant Order and ACV accepted the Order. 

4. PAID SUBSCRIPTION TERMS 

4.1. ACV offers multiple subscription tiers, each providing different levels of included Services (the Paid Subscription), such as the number of job postings and access to candidate databases. Descriptions of each Paid Subscription and their features are available on the Website. The Paid Subscriptions are offered for a full 12-month period, which means that the Recruiter ordering the Paid Subscription undertakes to purchase and pay for the full 12-month period of the Paid Subscription. THE PAID SUBSCRIPTION CAN NOT BE TERMINATED BY THE RECRUITER FOR A PERIOD OF SUBSCRIPTION ALREADY AGREED IN THE ORDER, AND THE RECRUITER WILL NOT BE ENTITLED TO A REFUND FOR THAT SUBSCRIPTION PERIOD EXCEPT AS EXPLICITLY STATED IN THIS AGREEMENT. FURTHERMORE, SHOULD THE RECRUITER TERMINATE THE PAID SUBSCRIPTION BEFORE THE END OF THE AGREED PERIOD, THE RECRUITER SHALL BE LIABLE TOWARDS ACV TO PAY REMINDER OF THE FEE FOR THAT REMAINING PERIOD OF THE PAID SUBSCRIPTION.

4.2. ACV reserves the right to modify the features and content it provides as part of the Paid Subscriptions from time to time and for any reason, though these changes shall not affect the effective Paid Subscriptions until renewal thereof. 

4.3. ACV may withdraw or suspend a Paid Subscription, in whole or in part, at any time and for any reason. After such time, ACV shall not be obligated to maintain or permit any further access to such Paid Subscription(s) and subscribers to that Paid Subscription will no longer be charged. 

4.4. Certain Paid Subscriptions may have specific eligibility requirements which the Recruiter must adhere to in order to be a subscriber. 

4.5. The Paid Subscription may be purchased through ACV’s commerce department, the respective Paid Subscription shall be ordered by the Recruiter completing the particular Order and submitting it to ACV via the form on the Website (https://www.aviationcv.com/en/page/contact-us) or by contacting ACV commerce department via e-mail: hello@aviationcv.com. ACV shall review such Order, supplement it (if necessary) and return the Order via email to the Recruiter’s for further review and confirmation. If the Parties agree to the terms of the respective Order, it shall be signed by both Parties.  

4.6. ACV shall commence the provision of the relevant Services to the Recruiter under the Paid Subscription when:  

4.6.1. the relevant Order is concluded in writing and signed by both the Recruiter and ACV; and  

4.6.2. the Recruiter has provided the information required to properly provide the Services (as the case may be), as determined at the sole discretion of ACV; and 

4.6.3. the respective Fee is paid by the Recruiter under the payment terms indicated herein and in the relevant Order, and such Fee is received by ACV in full as specified in the Clause 7.10 below unless otherwise agreed in the respective Order. 

4.7. For the avoidance of doubt, the Parties agree, that ACV has no obligation to commence provision of the relevant Services under the Paid Subscription until ACV has signed the relevant Order.  

4.8. The Order shall be deemed properly concluded if the Parties exchange copies of the Order with handwritten signatures transmitted by electronic means (through email in Portable Document Format (PDF), JPG, PNG or similar file). Each Party may also sign the Order electronically with advanced or qualified electronic signature that satisfies the requirements of the EU Regulation No 910/2014 (eIDAS Regulation). 

4.9. The Fee for the Paid Subscription shall be billed on a monthly basis upfront. The Recruiter’s payment method will automatically be charged at the start of the Paid Subscription and on an on-going basis the day immediately following the end of prior Paid Subscription billing period unless ACV’s Services are suspended or terminated. The monthly Paid Subscription billing period is thirty (30) days from the date the Recruiter’s payment method is charged. Payments can be made via credit card, debit card, or other accepted payment methods. THE RECRUITER HEREBY AUTHORIZES ACV TO STORE THE RECRUITER’S PAYMENT METHOD(S) AND AUTOMATICALLY CHARGE THE RECRUITER’S PAYMENT METHOD(S) WITHOUT NOTICE AT THE BEGINNING OF EACH BILLING PERIOD, UNTIL THE PAID SUPSCRIPTION IS TERMINATED AS PER TERMS OF THIS AGREEMENT. ACV WILL AUTOMATICALLY CHARGE THE RECRUITER THE FEE FOR THE PAID SUBSCRIPTION PLAN ALONG WITH ANY OTHER TAXES OR TRANSACTION FEES WHICH MAY APPLY TO THE USE OF THE SERVICE. IF A PAYMENT ATTEMPT FAILS UNDER THE CHOSEN PRIMARY PAYMENT METHOD, OR IF THE RECRUITER SELECTS "PAYMENT UNDER INVOICE" AS THE CHOSEN PAYMENT METHOD AND FAILS TO PAY IT IN FULL NO LATER THAN THE START OF THE UPCOMING BILLING PERIOD, THE RECRUITER AUTHORIZES ACV TO CHARGE ANY OTHER PAYMENT METHOD IN ITS ACCOUNT. IF THE RECRUITER HAS NOT PROVIDED ACV WITH A BACKUP PAYMENT METHOD(S) AND FAILS TO PROVIDE PAYMENT, OR IF ALL PAYMENT METHODS IN THE RECRUITER’S ACCOUNT FAIL, THE PROVISION OF THE SERVICES UNDER THE PAID SUBSCRIPTION MAY BE IMMEDIATELY SUSPENDED BY ACV WITHOUT FURTHER NOTICE UNTIL PAYMENT IS SUCCESSFULLY RECEIVED FOR THE UPCOMING MONTH. ONCE PAYMENT IS MADE, ACCESS TO THE SERVICES WILL BE RESTORED WITHIN 48 HOURS. ACV MAY CHARGE THE RECRUITER THE FEE FOR THE RESTORATION OF THE SERVICES. ACV WILL CONTINUE TO ATTEMPT TO CHARGE THE RECRUITER’S PAYMENT METHOD(S) FOR THE REMAINDER OF THE PAID SUBSCRIPTION TERM, AND UPON PAYMENT BEING RECEIVED. 

5. PROVISION OF THE SERVICES 

5.1. Unless it is provided otherwise under the Agreement, ACV shall provide the relevant Services by selecting the methods and means of providing the Services that are most suitable for ACV.  

5.2. ACV is entitled, without separate notice to the Recruiter including without its separate consent, to hire subcontractors to perform any Services under this Agreement. 

6. GENERAL OBLIGATIONS OF THE PARTIES 

6.1. The Recruiter shall: 

6.1.1.pay to ACV for Services in a proper and timely manner as stipulated in the Agreement and specified in the respective Order; 

6.1.2. cooperate with ACV in all matters related to the performance of the Services; 

6.1.3. provide ACV with all data, information and / or documentation necessary for timely performance of the relevant Services upon the request of ACV as soon as possible, but not later than within 3 (three) Business Days from the moment such request of ACV is received; 

6.1.4. make the decisions which are requested by ACV and respond to the questions submitted by ACV as soon as possible, but not later than within 3 (three) Business Days from the moment such request of ACV is received; 

6.1.5.ensure that no third parties’ intellectual property rights of the provided data, information and/or documentation, including, but not limited to, the visual information, are breached and that all such data, information and documentation is under the possession of the Recruiter legally; 

6.1.6. undertake confidentiality obligations set out in this Agreement; 

6.1.7. act in accordance with its obligations set out in this Agreement and relevant Order.  

6.2. ACV shall: 

6.2.1. provide the Recruiter with the Services as specified in this Agreement and respective Order; 

6.2.2. inform the Recruiter about the progress of the provision of the relevant Services upon the request of the Recruiter. 

7. PAYMENTS 

7.1. The Fee for the particular Services shall be indicated in the respective Order and unless otherwise so stated therein, is exclusive of any VAT or any other taxes, which shall be payable in addition at the rate then prevailing. 

7.2. In case the Services are purchased from ACV’s commerce department, the Recruiter undertakes to pay to ACV the particular Fee in advance of the provision of the respective Services under payment terms indicated in the relevant Order. 

7.3. In case the Services are purchased via Website, the Recruiter undertakes to pay to ACV the particular Fee using the payment means provided on the Website at the time of conclusion of the Order. 

7.4. ACV shall issue and send to the Recruiter’s e-mail specified in the Order an invoice in electronic form and without physical signature of the representative of ACV in respect of ordered Services within 5 (five) Business days from the date the respective Order was concluded or, in case of monthly subscription of Services, ACV will invoice the Recruiter on a monthly basis within 5 (five) Business days of each calendar month for Services accrued during the preceding month. 

7.5. All Payments due under the invoices shall be paid within 30 (thirty) calendar days after the Recruiter’s receipt of such invoice.  

7.6. The Payments under this Agreement shall be paid by: 1) the bank transfer to the bank account of ACV stipulated in the Order if such Order is placed through ACV commerce department; or 2) by payment means, available on the Website at the time of conclusion of the Order, if such Order is placed on the Website.  

7.7. The Recruiter, when performing a bank transfer, in the field of the payment purpose (in the payment order) shall indicate the number of the relevant Order under which the respective Payment is made. In case the Recruiter fails to indicate number of the relevant Order in the field of the payment purpose, payments received by ACV shall be imputed in accordance with the Article 6.54 of the Civil Code of the Republic of Lithuania. 

7.8. The Payments are exclusive of any other present or future costs, taxes (such as VAT (if applicable), duties, imposts, deductions, with-holdings, banking charges and / or any other charges that may be levied from time to time by any government or any other authority. Should such expenditure be incurred by ACV, the Recruiter shall compensate to ACV all such additional costs incurred. 

7.9. All and any Payments under this Agreement shall be made in EUR (euro) or USD (US dollars). The currency of all and any Payments for the respective Services shall be indicated in the particular Order and the Recruiter shall perform the Payment in the agreed currency. The Recruiter shall also pay the bank charges or payment service providers’ fees incurred due to the transfer of the Payments.  

7.10. The obligation to perform relevant Payments shall be deemed fulfilled when respective amount is accumulated in the bank account of ACV or ACV’s balance with payment service provider. 

7.11. ALL PAYMENTS MADE BY THE RECRUITER FOR THE SERVICES ARE DEEMED FINAL AND NON-REFUNDABLE. THE RECRUITER ACKNOWLEDGES AND AGREES THAT ONCE PAYMENT IS MADE FOR THE SERVICES, NO REFUNDS WILL BE PROVIDED, EXCEPT IN CASES, STIPULATED IN THE TERMS AND CONDITIONS. THE NON-REFUNDABLE NATURE OF PAYMENTS APPLIES IRRESPECTIVE OF THE RECRUITER'S USAGE OR SATISFACTION WITH THE SERVICES PROVIDED. 

7.12. IF ANY AMOUNT PAYABLE BY THE RECRUITER IS NOT PAID WHEN DUE, SUCH OVERDUE AMOUNT SHALL BEAR INTEREST AT THE RATE OF 0,08 % (EIGHT HUNDREDTHS’ PERCENT) PER EACH DAY FROM THE DAY OF NON-PAYMENT UNTIL THE DAY SUCH AMOUNT IS PAID IN FULL. 

7.13. IN CASE THE RECRUITER FAILS TO PERFORM ANY PAYMENTS UNDER THE AGREEMENT ON THE TERMS INDICATED IN THE RELEVANT ORDER, ACV SHALL BE ENTITLED TO SUSPEND THE PROVISION OF THE RELEVANT SERVICES UNILATERALLY WITHOUT ANY PRIOR NOTICE AND WITH IMMEDIATE EFFECT UNTIL RELEVANT PAYMENTS UNDER THE AGREEMENT ARE RECEIVED IN FULL BY ACV. 

8. LIABILITY 

8.1. ACV SHALL NOT BE LIABLE TO THE RECRUITER FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSS, INCLUDING, BUT NOT LIMITED TO, LOSS OF CONTRACT, LOSS OF USE OR LOSS OF PROFITS, OF WHATEVER DESCRIPTION SUSTAINED BY THE RECRUITER, ITS AFFILIATES OR ANY THIRD PARTY, OR DAMAGE TO PROPERTY WHATSOEVER AND HOWSOEVER ARISING, DIRECTLY OR INDIRECTLY OUT OF, OR IN CONSEQUENCE OF, ANY ACT OR OMISSION OF ACV IN PERFORMANCE OF THE AGREEMENT, EXCEPT WHEN SUCH LOSS IS CAUSED BY THE WILFUL MISCONDUCT OR GROSS NEGLIGENCE OF ACV. PARTIES AGREE THAT ACV’S FAULT SHALL NOT BE PRESUMED AND SHALL BE PROVEN BY THE RECRUITER (ARTICLE 6.256(4) OF THE CIVIL CODE OF THE REPUBLIC OF LITHUANIA). 

8.2. THE RECRUITER HEREBY UNDERTAKES AND AGREES TO INDEMNIFY AND HOLD HARMLESS ACV, ITS AFFILIATES, ITS DIRECTORS, EMPLOYEES, SERVANTS OR AGENTS FROM AND AGAINST (AND AGREES THAT THE RECRUITER SHALL NOT MAKE ANY CLAIMS AGAINST ACV IN RESPECT OF) ANY AND ALL LIABILITIES, ACTIONS, CLAIMS, PROCEEDINGS, COSTS, LOSSES, DAMAGES, CHARGES AND EXPENSES OF WHATSOEVER NATURE, INCLUDING, BUT NOT LIMITED TO, REASONABLE LEGAL FEES, COSTS WHICH THE RECRUITER MAY SUSTAIN, INCUR OR PAY ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EXCEPT AS A RESULT OF THE ACV’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT. 

9. COMPLIANCE 

   9.1. The Recruiter represents, warrants and undertakes that: 

   9.1.1. Neither the Recruiter nor any of its directors, officers, employees, contract workers, assigned personnel, subsidiaries nor, to the best of the knowledge of the Recruiter (having made due and careful enquiry), any agent, subcontractor, supplier or affiliate or other person associated with or acting on behalf of the Recruiter is an individual or entity (the Person) that is, or is acting on behalf or for the benefit of the Person that is, or is owned or controlled by the Persons that are: 

a) currently the subject or the target of any economic, financial or trade sanctions laws, regulations, embargoes or restrictive measures imposed, administered or enforced from time to time by the United States of America, the United Nations, the European Union, the United Kingdom, the jurisdictions where ACV and the Recruiter are incorporated, carry out business or this Agreement is performed or any governmental or regulatory authority, institution or agency of any of the foregoing, including but not limited to the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC), the Bureau of Industry and Security of the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the Council of the European Union, HM Treasury or other relevant sanctions authority (including but not limited to the designation in the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Denied Persons List maintained by the US Department of Commerce, the UK Sanctions List, and the OFSI Consolidated List maintained by HM Treasury, or any other list issued or maintained by any foregoing sanctions authorities of persons subject to sanctions (including investment or related restrictions), each as amended, supplemented or substituted from time to time) (collectively, the Sanctions); or 

b) located, organised, operating or residing in a country, region or territory that is, or whose government is, the subject or the target of the Sanctions from time to time, including but not limited to Crimea, Cuba, Iran, North Korea, Sudan and Syria; 

(each such Person is hereinafter referred to as the Sanctioned Person). 

9.1.2. From its date of incorporation, the Recruiter has not engaged in, is not now engaged in, nor will engage in, any dealings or transactions with any Person that at the time of the dealing or transaction is or was Sanctioned Person. 

9.1.3. The Recruiter shall not, directly or indirectly, use the benefit received from this Agreement, including but not limited to, services or goods acquired: (i) to facilitate any activities or business of or with any Person that is the Sanctioned Person; or (ii) in any other way or manner that would result in a violation of the Sanctions by ACV.  

9.1.4. The Recruiter and any Person that may be involved by the Recruiter in the execution and/or the performance of this Agreement has complied and shall comply with all national, supra-national, local or foreign laws and regulations in relation to combatting against bribery, fraud and racketeering, corruption, money laundering and/or terrorism administered, enacted or enforced from time to time by the United States of America, the United Nations, the European Union, the United Kingdom, the jurisdiction where the Recruiter is incorporated, carries out business or this Agreement is performed (collectively, the ABC/AML Laws) and that neither the Recruiter nor the Person that may be involved by the Recruiter in the execution and/or the performance of this Agreement has violated, is in violation of, or will violate the ABC/AML Laws. 

9.1.5. The Recruiter has not been involved, will not be involved in, or attempt to be involved in modern slavery or human trafficking or agree or attempt to assist any person who is involved in modern slavery or human trafficking in any activity which would violate the UK Modern Slavery Act 2015 or any similar applicable law or regulation. 

9.1.6. The Recruiter has not received and shall not receive any convictions, findings, fines, warnings or penalties issued by any competent authority in relation to anti-bribery and corruption, anti-money laundering, modern slavery or the Sanctions. 

9.1.7. If at any time the Recruiter becomes associated with potential violations of anti-bribery and corruption, anti-money laundering, modern slavery or the Sanctions regulations, the Recruiter shall promptly, but not later than within 5 (five) calendar days, notify ACV thereof in order to allow ACV to examine the situation and assess risks, whereupon ACV shall be entitled to terminate this Agreement. 

9.1.8. The Recruiter shall at its own expense, comply with all laws, ordinances, rules and regulations (including but not limited to the 10 principles of UN Global Compact and 4 fundamental principles of International Labour Organisation (ILO) and other pertaining to health, sanitation, fair trade, consumer protection or prevention of harm or damage to the natural or social environment in respect of the assets, business and operations of the Recruiter), obtain all licenses, approvals and permits required by, and pay all taxes, fees, charges, and assessments imposed or enacted by, any governmental authority and the Recruiter shall not take any action which will cause ACV to be in violation of any law, regulation or ethical standard of any applicable jurisdiction. 

9.1.9. The Client maintains at all times adequate systems, controls and procedures to ensure that it and its directors, officers, agents, employees, contract workers, subsidiaries, subcontractors or suppliers and any other persons associated with it comply with the Sanctions and the ABC/AML Laws. 

9.1.10. The Recruiter shall promptly upon request of ACV supply such information and documentation as is requested by ACV in order for ACV to carry out the verification of the Recruiter and decide on the on-boarding of the Recruiter pursuant to the internal procedure applied by the Recruiter to verify the identity of its counterparties, any Persons involved in the execution and/or performance of this Agreement, their key personnel and ultimate beneficial owners, risk assessment and on-boarding (the KYC Procedure). 

9.1.11. Information and documentation conveyed by the Recruiter during the KYC Procedure is true, accurate, complete and not misleading in any way and was provided without omission of any material information and the Recruiter shall promptly, but not later than within 5 (five) calendar days, notify ACV of any changes to any information and documentation during the KYC Procedure or if it subsequently discovers anything which renders any such information untrue, inaccurate or misleading in any material respect, whereupon ACV shall repeatedly undergo the KYC Procedure. 

9.2. The representations and warranties made by the Recruiter in Clause 9.1 are continuing and shall be true at the time of execution of this Agreement as well as at all times during validity of this Agreement. In case of any disagreements as to the Recruiter’s compliance with provisions of Clause 9.1, the Recruiter at its own expense shall cause to be furnished to ACV a legal opinion of a reputable law firm satisfactory to ACV, clarifying the status of the foregoing. 

9.3. THE RECRUITER SHALL INDEMNIFY AND HOLD ACV HARMLESS AGAINST ANY LOSSES, DAMAGES, FEES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO ANY LEGAL COSTS) INCURRED BY ACV AS WELL AS ANY MONETARY SANCTIONS ARISING OUT OF OR IN CONNECTION TO INCORRECTNESS, INACCURACIES IN ANY RECRUITER’S REPRESENTATIONS OR WARRANTIES SET OUT IN, OR ANY FAILURE OF THE RECRUITER TO COMPLY WITH ANY PROVISIONS OF CLAUSE 9.1 (EACH, THE COMPLIANCE BREACH).  

9.4. Upon occurrence of any Compliance Breach, the Recruiter shall be deemed as having committed a material breach of this Agreement, whereupon ACV shall be entitled, by giving a written notice to the Recruiter with immediate effect, to: 

9.4.1. unilaterally suspend performance of ACV’s obligations under this Agreement until the Compliance Breach is remedied to the full satisfaction of ACV; 

9.4.2. declare all sums owing to ACV under this Agreement immediately due and payable; 

9.4.3. demand that the Recruiter reimburses, and the Recruiter shall promptly but no later than within 5 (five) calendar days upon ACV’s notice reimburse, any losses, damages, fees, costs and expenses (including but not limited to any legal costs) suffered or incurred by ACV as a result of or in connection with any Compliance Breach; and/or 

9.4.4. unilaterally terminate this Agreement on an out of court basis. 

9.5. The rights and remedies of ACV set out in Clause 9.4 may be exercised concurrently or in any order and are not exclusive of any other rights or remedies available to ACV by agreement, law or otherwise nor shall give rise to any ACV’s liability in connection with their exercise. 

9.6. Without prejudice to Clause 9.4, ACV shall be entitled, by giving a written notice to the Recruiter effective immediately, to unilaterally terminate this Agreement on an out of court basis if at any time the Recruiter becomes aware of any relationship of the Recruiter with the Sanctioned Person or any association of the Recruiter in potential anti-bribery and corruption, anti-money laundering, modern slavery regulations violations, which at ACV sole discretion entail an undue financial, reputational, operational, strategic or regulatory risk to ACV, whereupon all sums owing to ACV under this Agreement shall become immediately due and payable. 

9.7. With regard to the Compliance Breach which is a breach of Clause 9.1.8 ACV shall be entitled to terminate this Agreement only if it has not been remedied by the date falling 60 (sixty) calendar days from such breach being notified by ACV. 

10. CONFIDENTIALITY  

10.1. The Parties undertake throughout the validity of the Agreement and thereafter to keep and not disclose or communicate Confidential Information to any third party, except as provided herein. 

10.2. The confidentiality obligations stipulated in the Agreement shall not extend to information: 

10.2.1. which shall be or become publicly available not through the fault of any of the Parties; or 

10.2.2. which was lawfully obtained from a third party who is lawfully in possession of such information and has the lawful right to disclose it; or  

10.2.3. which and to the extent that it is required to be disclosed pursuant to any applicable legal acts of the Republic of Lithuania, judicial order or the rules of governmental or other regulatory authority (or any requirement made pursuant to such rules) having the force of law; or  

10.2.4. which and to the extent that it is required to be disclosed to the persons whose access to the information is required to perform the tasks pursuant to and in order to achieve the goals of the Agreement; or 

10.2.5. which has been independently developed by or for the Party at any time, without the use of or reference to the Confidential Information. 

10.3. EACH PARTY ACKNOWLEDGES THAT ANY FAILURE TO COMPLY WITH ANY OF THE REQUIREMENTS SET OUT ABOVE WILL CAUSE IRREPARABLE INJURY TO THE OTHER PARTY AND CONSENTS TO THE ISSUANCE OF AN INJUNCTION OR OTHER SPECIFIC PERFORMANCE TO PROTECT THE CONFIDENTIAL INFORMATION. 

10.4. The Party, which receives the Confidential Information, shall use it only for the purposes of the implementation of this Agreement and shall maintain effective security measures to protect all Confidential Information in the possession or control of the receiving Party from unauthorised access, use, copying or disclosure. 

11. NO USE OF NAME 

11.1. The Parties agree that the Recruiter shall not use ACV’s name, trademarks, service marks, logos, trade names and / or branding without prior written consent of ACV. ACV and its Affiliates may use the name of the Recruiter and the fact of performance of the relevant Services in marketing and publicity materials (including, but not limited to, website articles, newsletters and / or letters to potential clients), as an indication of its experience and for internal and / or business purposes. 

12. NOTICES AND OTHER COMMUNICATIONS  

12.1. Any notices and any other communications provided hereunder shall be in writing and shall be delivered in person against signature or shall be sent to the respective address of the Party to whom the notice is given by either e-mail, mail or courier (postage prepaid and return receipt requested) indicated in the Order or to such other address as any Party hereto may have last specified by written notice to the other Party. 

12.2.Notices are deemed to be properly delivered: 

12.2.1. on the next Business Day after such notice is being emailed; 

12.2.2. on the same day when delivered in person against signature; 

12.2.3. on the date of actual receipt, when being sent by the registered mail or courier. 

12.3. The delivery of the notices and any other communications to the address last indicated by the recipient Party shall be considered as proper if the receiving Party fails to inform the delivering Party about the changes of its address. 

13. FORCE MAJEURE 

13.1. The Parties shall not be liable to each other for any failure or delay in performance of this Agreement, if such failure was caused by Force Majeure. 

13.2. If the conditions caused by the Force Majeure are temporary, the Party is not liable under this Agreement only for the period reasonably related to the impact of the Force Majeure causing the non-performance. 

13.3. The Party excused from the performance due to Force Majeure shall: 

13.3.1. inform the other Party not later than within 15 (fifteen) calendar days following the emergence of Force Majeure, and specify the anticipated time of the end of such Force Majeure; 

13.3.2. submit documentation proved that the Party took all necessary steps and used its best efforts in order to minimize damages and negative consequences not later than within 7 (seven) calendar days following the emergence of Force Majeure; 

13.3.3. immediately, however not later than within 2 (two) Business Days, notify the other Party about the termination of Force Majeure. 

13.4. The Party is exempted from liability from the moment of the occurrence of Force Majeure, or if the Party has not submitted the notice about Force Majeure on time, then from the time of proper submission of such notice. If the Party does not provide the notice about the Force Majeure on time, it shall be liable for the other Party’s damages, sustained due to such delayed notice. 

14. AMENDMENTS OF THIS AGREEMENT 

14.1. ACV reserves the right to revise (including to modify, amend, supplement, cancel, annul) this Agreement or any part thereof and any linked information from time to time at its sole discretion without prior notice to the Recruiter. However, ACV shall announce amendments of this Agreement publishing it on the Website and by email of the Recruiter. Revised Agreement, or any part thereof, shall be deemed effective and applicable from the moment it is published on the Website, except when such amendments provide otherwise. 

14.2. In no event shall ACV be held responsible for any damages or adverse effects incurred by the Recruiter or any third parties due to unawareness of any amendments of this Agreement. Therefore, ACV encourages the Recruiter to check for any amendments of this Agreement periodically. If after any amendment of this Agreement or any part thereof the Recruiter does not agree with respective changes, the Recruiter is free to request termination as referred to in the Clause 16.7. 

14.3. Reference to this Agreement or any document comprising this Agreement means a reference to a then valid edition of this Agreement or any document comprising this Agreement, unless clearly stated otherwise. 

15. APPLICABLE LAW AND DISPUTE RESOLUTION  

15.1. THIS AGREEMENT SHALL BE GOVERNED AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE REPUBLIC OF LITHUANIA. 

15.2. All and any disputes, claims or disagreements arising hereunder between the Parties shall be settled by way of negotiations. 

15.3. WHERE THE PARTIES FAIL TO RESOLVE THROUGH NEGOTIATIONS ANY DISPUTE, CLAIM OR DISAGREEMENT ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, ITS VALIDITY, INTERPRETATION OR BREACH OR WHERE SUCH NEGOTIATIONS BETWEEN THE PARTIES ARE NOT COMMENCED, SUCH DISPUTES, CLAIMS OR DISAGREEMENTS SHALL BE FINALLY SETTLED BY LITHUANIAN COURTS, LOCATED IN VILNIUS.  

16. VALIDITY, AMENDMENT AND TERMINATION OF THE AGREEMENT 

16.1. This Agreement shall come into force upon the execution of the Order or from the moment the Recruiter starts using the Services and shall be valid until the moment the Agreement is terminated pursuant to the terms hereunder. 

16.2. Any and all amendments to or alterations of the Agreement shall only be valid and bind the Parties if made in writing and signed by both Parties. As of the day of signature they become an inseparable part of the Agreement. 

16.3. If one or several provisions of the Agreement become void, unlawful or unenforceable, this shall not affect the validity, legality or enforceability of the remaining provisions, provided that in such case the Parties shall by written agreement replace the ineffective provision by the legally effective one, which in its consequences will approximate the ineffective provision as closely as possible. 

16.4. This Agreement may be terminated upon mutual written agreement of the Parties. 

16.5. ACV may unilaterally terminate the Agreement with immediate effect by giving written notice to the Recruiter, if the Recruiter: 

16.5.1. ceases to operate its business activity; or 

16.5.2. enters into liquidation or any form of insolvency (including, but not limited to, restructuring or bankruptcy) administration; or 

16.5.3. has a receiver, a manager, a trustee in bankruptcy, an administrator, a liquidator, a provisional liquidator or other like person appointed to the whole or any part of its assets or business; or 

16.5.4. in other cases provided in this Agreement. 

16.6. ACV may unilaterally terminate the Agreement by giving 14 (fourteen) calendar days’ prior written notice to the Recruiter, if the Recruiter is in default in the performance of its obligations under the Agreement provided that such default is not remedied by the Recruiter within 14 (fourteen) calendar days upon written notice of ACV to the Recruiter. 

16.7. Either Party may unilaterally terminate the Agreement by giving 30 (thirty) calendar days’ prior written notice to the other Party at any time.  

16.8. The termination of the Agreement shall not relieve the Recruiter hereto of any expenses or charges in respect of the Services accruing up to the date of such termination.  

16.9. Those provisions that by their nature are intended to survive termination or expiration of this Agreement, including, but not limited to the relevant provisions in Sections 8 (Liability), 9 (Confidentiality) and 15 (Applicable Law and Dispute Resolution) hereof, shall survive the expiration or termination of this Agreement. 

17. PERSONAL DATA PROCESSING 

General Information 

17.1. Each Party agrees that, in the performance of its obligations under the Agreement, it shall comply with the provisions of the Law on Legal Protection of Personal Data of the Republic of Lithuania, GDPR and any successor or replacement legislation to the extent it applies to each of them. 

17.2. Where used the expressions “processing”, “personal data”, “processor”, “controller”, “personal data breach” and “data subject” shall bear their respective meanings given in the GDPR. 

Personal Data of the Employees and/or Representatives of Each Party 

17.3. For the purpose of conclusion, performance and administration of the Agreement, the Parties will process the personal data of each other employees and/or representatives, such as the names and the contact information. 

17.4. The provided personal data of the employees and/or representatives of the other Party shall be stored by the Party as long as the Agreement is being performed. After expiry of this period, the Parties retain the information relating to the contractual relationship for the statutory retention periods required under commercial and fiscal laws. During this period, the personal data of the employees and/or representatives of the other Party shall only be processed again in the event of an audit of the Party by the financial authorities or in the event of other legal process by other institution. 

17.5. The personal data of the employees and/or representatives of the other Party indicated in Clause 17.3 herein above may only be presented to the following data recipients: (i) Affiliate of the Party, (ii) datacentre and cloud computing companies, (iii) software providers and persons supporting software, (iv) competent state authorities, (v) other recipients, (vi) service providers, to which the duty to present personal data of the employees and/or representatives of the other Party is imposed on the Party by applicable legal acts. 

17.6. Taking into account restrictions imposed by legal acts, the persons indicated in Clause 17.3 shall have the following rights in connection with their personal data processing: 

17.6.1. to get access to processed personal data; 

17.6.2. to demand correction of incorrect, inaccurate or incomplete data; 

17.6.3. to withdraw at any time their consent to personal data processing; 

17.6.4. to object to personal data processing, when that is done on the basis of a lawful interest and in other cases provided for in the GDPR; 

17.6.5. to demand deletion of personal data or restriction of its processing; 

17.6.6 to request transfer of personal data to another data controller or its direct presentation to the person in a convenient form; 

17.6.7. when data is processed in breach of requirements of legal acts, to file a complaint with the Data Protection Authority. 

17.7. The Parties shall inform all natural persons (i.e., its employees or other representatives), whom it involves for performance of the Agreement, also whose data it discloses for performance of the Agreement and whose data it transfers to the other Party, about transfer of their personal data to the other Party, also about processing of their personal data on the grounds, under terms and procedure set herein. The aforementioned persons shall be informed about transfer of their personal data to the other Party before such transfer. The presented information shall, inter alia, include the identity and contact information of data controller, personal data processing purposes, personal data categories, legal basis for processing, retention period, data recipients, including those outside the EEA, and rights one has under the GDPR. 

17.8. The contact of Data Protection Officer of ACV is privacy@aviasg.com. 

18. FINAL PROVISIONS  

18.1. The Recruiter may not assign the rights or obligations arising out of the Agreement to any third party without a prior written consent of ACV. The Parties agree and the Recruiter provides its consent that ACV, upon 1 (one) month written notice to the Recruiter, may assign all of its rights and obligations under the Agreement to any third party. In the event, such third party will be bound by all obligations of ACV vis a vis the Recruiter. 

18.2. This Agreement, the Orders or any other written documents comprising the Agreement shall prevail over any terms put forward by any of the Parties orally or otherwise (if not accepted by the other Party in writing, i.e., signing the separate additional agreement to this Agreement or particular Order by the authorized representatives of the Parties). Neither employee nor representative of ACV, nor the Recruiter has the authority to vary the documents orally. 

18.3. In case of discrepancies between the provisions of Terms and Conditions and this Agreement, the provision of this Agreement shall prevail and in case of discrepancies between the provisions of this Agreement and relevant Order, the provisions of the Order shall prevail.  

18.4. All matters not provided for in this Agreement shall be governed by the Terms and Conditions.