MB ASTERI
GENERAL TERMS AND CONDITIONS OF SERVICE
This is an English translation of the Asteri General Terms and Conditions of Service, version of 29 July 2026. Unless the Special Conditions expressly provide that the English version is authentic, this translation is provided for information purposes only and the Lithuanian version, published at asteri.lt/bendrosios-salygos/, prevails in the event of any discrepancy, in accordance with Clause 13.7.
Clause numbering is identical to the Lithuanian version, so that all cross-references apply in both languages.
1. Definitions
1.1. Asteri – MB Asteri, legal entity code 305598711, registered office at Švitrigailos g. 11K-109, LT-03228 Vilnius;
1.2. Advance Payment – the sum of money specified in the Special Conditions which the Client undertakes to pay before the provision of the Services begins and which is set off against the Price;
1.3. General Terms – the Asteri General Terms and Conditions of Service;
1.4. Website – the CMS application serving an internet address (domain);
1.5. Price – the sum of money specified in the Special Conditions which the Client undertakes to pay Asteri for the Services provided;
1.6. Price List – the standard Service rates established by Asteri, where such rates apply and are provided to the Client or published on the Asteri website;
1.7. Client – a legal person or a natural person entering into the Agreement for the purposes of its business, trade, craft, profession or self-employed activity, to whom the Services are provided in accordance with this Agreement and whose details are specified in the Special Conditions;
1.8. Asteri Employee – a natural person with whom Asteri has concluded an employment contract or with whom Asteri cooperates on a continuous basis under a service or copyright agreement, including any person who, during the 12 months preceding this Agreement or its performance, was involved in the delivery of the Services provided by Asteri.
1.9. Confidential Information – all information provided by the Parties to each other or otherwise obtained by the Parties in the performance of this Agreement, including but not limited to information about the services provided, their methodology, the Asteri service delivery procedures, methods, means of communication used in providing the Services, the results of the Services, the prices of the Services, and the terms of this Agreement;
1.10. Services – the digital authority, SEO, AEO, GEO, AI search visibility, digital marketing, strategy, audit, website development, deployment of artificial intelligence based functionality, advertising, communication and other marketing, content, analytics or digital solution services provided by Asteri on the basis of this Agreement;
1.11. Proposal – the estimate of projected work or the marketing service plans provided by Asteri to the Client, setting out the service packages and their prices. A Proposal agreed between the Parties by email forms an integral part of the Agreement.
1.12. Special Conditions – the essential terms of the Agreement individually agreed between the Parties, defining the Services, their price and other conditions.
1.13. Agreement – this Agreement, comprising the General Terms, the Special Conditions and the annexes to the Agreement.
1.14. Parties (Party) – Asteri and the Client jointly or each of them separately;
1.15. Third Parties – any persons who are not Parties to this Agreement;
1.16. CMS Administrator – the person appointed by the Client who is responsible for the principal CMS settings and who is authorised to assign rights to other CMS users;
1.17. CMS – content management system.
2. Subject matter of the Agreement
2.1. On the basis of this Agreement, Asteri undertakes to provide the Client with the Services specified in the Special Conditions, and the Client undertakes to pay Asteri for the Services provided on the terms and in the manner set out in the Agreement.
3. Rights and obligations of the Parties
3.1. Asteri:
3.1.1. Undertakes to provide Services of good quality and in conformity with the terms of the Agreement;
3.1.2. Undertakes to notify the Client of any circumstances that may affect the quality of performance of the Services and the deadlines;
3.1.3. Undertakes, during the term of the Agreement and for 2 (two) years after its expiry, to comply strictly with the confidentiality obligations and not to disclose to Third Parties, without the Client’s consent, any information relating to this Agreement or its performance, unless the obligation to disclose such information arises under applicable law;
3.1.4. Is not liable for any losses incurred by the Client as a result of loss of data or a personal data breach, where this occurs through no fault of Asteri;
3.1.5. Has the right to suspend the provision of the Services in accordance with this Agreement;
3.1.6. Has the right to withhold and not transfer to the Client the result of the Services provided (where a result is created), the passwords of the related accounts or other data and documents controlled by or in the possession of Asteri, if the Client fails to perform its obligation to pay the Price or the Advance Payment, or is late in making any other payments under this Agreement. This right applies even where the Client has paid for part of the Services but the remaining amount has not been settled. Access and results are transferred only after all payments provided for in the Agreement have been made.
3.1.7. Has the right to demand payment of the full price of a Service if the Service was not provided through the fault of the Client, including but not limited to where the Client fails to attend a consultation without notice or having given notice less than 3 (three) hours before the start of the consultation;
3.1.8. Has the right to engage Third Parties for the provision of the Services;
3.1.9. Has the other rights and obligations provided for in this Agreement.
3.2. The Client:
3.2.1. Undertakes to pay Asteri the Advance Payment within 5 (five) days from the signing of the Agreement;
3.2.2. Undertakes to pay Asteri the Price provided for in the Agreement for the Services, and to make the other payments provided for in this Agreement, within the time limits and in the manner set out in the Agreement;
3.2.3. Undertakes to provide Asteri with the information necessary for the provision of the Services. Where the proper performance of the Services requires certain access to the CMS of the Client’s website, to the Client’s business accounts on social networks, to other platforms related to the Services, or to other accounts connected with the performance of the Services or the analysis of metrics, the Client undertakes to grant the necessary access to those systems and accounts;
3.2.4. Undertakes to attend scheduled meetings or consultations on time, to join scheduled remote consultations on time, or, in the event of changes, to give notice of them not less than 1 (one) business day before the scheduled start of the meeting or consultation;
3.2.5. Undertakes to provide Asteri, within the time limits indicated by Asteri, with accurate, current and lawful information necessary for the provision of the Services, and to take the decisions requested by Asteri and answer the questions asked without delay;
3.2.6. Undertakes to cooperate with Asteri throughout the period of provision of the Services;
3.2.7. Undertakes, during the term of the Agreement and indefinitely after its expiry, to comply strictly with the confidentiality obligations and not to disclose to third parties, without the consent of Asteri, any information relating to this Agreement or its performance, unless the obligation to disclose such information arises under applicable law;
3.2.8. Has the right to require Asteri to perform the Services within the time limits set out in the Agreement;
3.2.9. Has the other rights and obligations provided for in this Agreement.
4. Price and payment terms
4.1. The Price of the Services is specified in the Special Conditions and in the Proposal. The Parties may agree on a one-off or a recurring price for the Services, and payment of the Price may also be spread over a period agreed between the Parties.
4.2. In the case of one-off, large-scale, strategic, technical, creative or otherwise individual Services, the Price specified in the Proposal agreed between the Parties by email is fixed and binding on the Parties. The Parties may agree that the Client will pay the Price specified in the Proposal in instalments over an agreed period. In such a case, an additional charge or administration fee for payment in instalments may be applied in the Proposal.
4.3. Asteri has the right to change unilaterally the prices provided for in the Special Conditions if state-regulated taxes change or if factors objectively affecting price changes occur. Asteri must notify the Client by email of changes to the Prices provided for in the Special Conditions 30 (thirty) calendar days in advance. Asteri has the right to change unilaterally the Price specified in the Proposal where the change in the Price does not exceed 25 per cent. If the Price specified in the Proposal is to be changed by more than 25 per cent, the amount of the changed Price is determined by agreement of the Parties. Asteri suspends performance of the Services until the Parties agree on the increased Price.
4.4. The Client undertakes to pay Asteri the Advance Payment no later than within 5 (five) days. Asteri does not begin providing the Services until the Client has paid the Advance Payment. The advance payment made is treated as a deposit until the end of the term of the Agreement and is deducted from the final invoice for the Services. Where the Client terminates the Agreement or suspends the provision of the Services for reasons not attributable to Asteri, the Advance Payment made is deemed to have been used for the planning of the Services, for reserved resources and for work already commenced, and is not refundable.
4.5. In the cases provided for in the Special Conditions, Asteri pays the Client’s advertising costs (for example, Facebook Ads). The Client undertakes to reimburse those advertising costs incurred by Asteri and to pay Asteri an additional fee of 3 (three) per cent of the amount of the advertising costs. These costs are calculated at the end of each calendar month and included in the invoice for the Services issued for the same period. In the Special Conditions the Parties set the maximum amount of advertising costs for one month, which may be adjusted by separate agreement of the Parties.
4.6. For Services that are charged at an hourly rate or per unit, the Client pays according to the time actually spent providing the Services or according to the units of Services actually provided.
4.7. The Client pays for the Services performed, for the costs and the fee provided for in Clause 4.5 of the General Terms, on the basis of the invoice issued by Asteri and sent to the email address of the Client specified in this Agreement, within 5 (five) business days from the date on which the invoice was sent by email.
4.8. The invoice for the Services provided and the costs incurred in the current month is issued on the last business day of the calendar month. Where a planned project is fully completed, the invoice is issued within 5 (five) business days from the date of completion of the project (provision of the services).
4.9. If the Client is late in making payment, Asteri has the right to charge late payment interest in accordance with Clause 9.8 of this Agreement. If the Client is more than 14 (fourteen) days late in making payment from the payment date specified in the invoice, Asteri has the right to apply a one-off debt administration fee of EUR 40 (forty euros), as provided for in the Law of the Republic of Lithuania on the Prevention of Late Payment in Commercial Contracts (Mokėjimų, atliekamų pagal komercines sutartis, vėlavimo prevencijos įstatymas). Asteri has the right to include this fee and the accrued late payment interest in a separate invoice. Where payment is more than 14 (fourteen) days late, Asteri also has the right to suspend the provision of the Services until full payment is made. Where payment is more than 30 (thirty) days late, Asteri has the right to assign debt recovery to third parties. In such a case the Client undertakes to reimburse all reasonable costs related to the debt recovery.
4.10. The Client undertakes to ensure that, throughout the period of provision of the Services, its bank card used to pay for the publication of advertising directly to the advertising publisher (for example, Meta, Google and similar) or to pay the monthly fees of other platforms related to the Services directly to the providers of such platforms, holds sufficient funds to pay for those services. If advertising campaigns or the functions of other platforms related to the Services are suspended through the fault of the Client, including but not limited to cases where the bank card used by the Client holds insufficient funds to pay the advertising publisher directly for the advertising campaigns being run or to pay the platform provider directly for its services, Asteri is not liable for this, and the Price payable by the Client to Asteri for the Services provided in the relevant period is not reduced.
4.11. For large-scale or longer-term projects, the Parties may agree on payment by stages, dividing the total Price of the Services into interim payments according to the stages of project implementation, as provided for in the Special Conditions or in the Proposal. Each stage is treated as a separate unit of provision of the Services and is paid for independently of the completion of the other stages.
5. Performance of the Agreement
5.1. Asteri begins providing the Services within 10 (ten) business days after the Client has paid the Advance Payment, has provided Asteri with all the information necessary for the provision of the Services and, where the proper performance of the Services requires certain access to the CMS of the Client’s website, to the Client’s business accounts on social networks, to other platforms related to the Services or to other accounts connected with the performance of the Services or the analysis of metrics, after the Client has granted Asteri the necessary access to those systems. The Client provides Asteri with all the information necessary for the provision of the Services by completing the brand needs questionnaire provided by Asteri.
5.2. Asteri provides the Services on business days during the working hours established in the internal documents of Asteri.
5.3. The time limits for the provision of the Services are set out in the Special Conditions.
5.4. The Client has the right to submit comments on the quality of the Services provided by Asteri within 5 (five) days from the date on which the invoice was sent to the Client. Comments and claims concerning the quality of the Services must be submitted in writing by email and substantiated by specific facts, documents or examples indicating non-conformity with the terms of the Agreement or of the Proposal. If the Client does not submit comments or claims concerning the Services specified in the invoice, the Services are deemed to have been accepted without comments and are considered to have been duly provided. In the cases provided for in this Agreement, a service handover and acceptance record may be drawn up between the Parties.
5.5. In cases where, during the provision of the Services, Asteri must agree with the Client on particular visual or textual material or on plans for the provision of the Services, the Client undertakes to submit its comments on the material or plans provided to Asteri within 2 (two) business days from their submission, and Asteri undertakes to make the changes to such material or plans within 2 (two) business days from receipt of the Client’s comments by email. If the Client does not submit comments on the material or plans received within 2 (two) business days from their submission, they are deemed to have been approved. If the Client submits comments late, Asteri will make corrections to the material or plans as an additional Service, for which the Client undertakes to pay Asteri the hourly rate provided for in the Special Conditions. These rules also apply where the material for the provision of the Services is provided by the Client. Where material provided by the Client needs to be edited more than once, the Client pays Asteri for each subsequent provision of such Services at the hourly rate provided for in the Special Conditions.
For the categories of content specified in Clause 5.11.3.1 of the General Terms, the approval by absence of comments established in this Clause gives the right to treat the content as prepared and payable, but does not give the right to publish it or use it in advertising. Such content is published only upon receipt of the express written approval of the Client. Until such approval is received, the Price payable by the Client is not reduced, and Asteri has the right to use the corresponding publication or advertising slot for other content. If the Client does not provide approval within 10 (ten) business days, Asteri has the right to remove the content from the plan, and the part of the Service consisting of the preparation of the content and its submission for approval, being the part attributable to Asteri, is deemed to have been duly provided. The time limit for submitting comments and the rules on payment for late comments established in this Clause apply irrespective of when the written approval is received.
5.6. In cases where a monthly results report is provided for in the Special Conditions or in the Proposal, such report is prepared and sent to the Client by email by the 10th day of the following month.
5.7. In cases other than those provided for in Clause 5.5 of the General Terms, where the Client submits substantiated comments or claims concerning the quality of the Services provided by Asteri, Asteri undertakes to remedy the deficiencies in the Services within reasonable time limits.
5.8. A minimum term for the provision of the Services may be provided for in the Special Conditions. In all cases, the time limits for the provision of the Services are automatically extended by the period by which the Client is late in performing its obligations under this Agreement.
5.9. At the time of concluding the Agreement the Client has the right, where such an option is available, to choose one of the Service plans offered by Asteri, which is specified in the Special Conditions. During the term of the Agreement the Client may at any time change the service package plan to a service package plan with a larger scope of work, giving Asteri 30 (thirty) days’ notice. The Client has the right to change the chosen Service plan to a plan of a smaller scope only after the minimum term for the provision of the Services has expired, giving Asteri 30 (thirty) days’ notice. Where the Client seeks to change the Service plan to a Service plan of a smaller scope before the minimum term for the provision of the Services has expired, the Client undertakes to pay Asteri the amount of the discounts granted for the Services throughout the term of the Agreement.
5.10. Where the Client suspends or cancels a confirmed one-off Service, a specific project stage or an additional order after its confirmation, such order is deemed to have been placed and to be performed in accordance with the agreed scope. Asteri has the right to demand payment of the full Price agreed for the relevant one-off Service, project stage or additional order, irrespective of whether, at the time of the suspension or cancellation, the relevant Service, stage or order had been performed in full. Where the provision of the Services is resumed, their terms and time limits are agreed anew. The Parties confirm that this provision is justified having regard to the specific nature of the planning of the Services, the reserved resources and the creative nature of the work.
5.11. Website development, SEO, AEO, GEO, digital authority and related strategic Services are provided in accordance with the following rules:
5.11.1. Asteri provides the Services specified in this Chapter within the time limits set out in the Special Conditions, in the Proposal or in other documents forming an integral part of the Agreement, for example in an audit or strategy document. Where the time limits for specific tasks are not specified, they are established by individual agreement of the Parties in the course of the project. In such cases Asteri informs the Client by email of the possible time limits for the following stages. If the Client does not submit comments within 2 (two) business days from the submission of the information, the time limits are deemed to have been approved.
5.11.2. The Services are provided in accordance with the time limits and estimates set out in the Special Conditions, in the Proposal, in an audit or strategy document, and also in other documents provided by Asteri to the Client, including information provided by email. Delay by the Client with the tasks or decisions assigned to it does not change the payment schedule and does not suspend the work, provided that Asteri is able to continue the Services in a different scope. The Client may order additional Services during the term of the Agreement by email, and such Services are performed only upon receipt of confirmation from Asteri and agreement on an additional estimate.
5.11.3. In performing SEO, AEO, GEO and digital authority Services, Asteri has the right, at its own discretion, to prepare and publish small-scale units of external content (for example, publications, articles, link placements, directory and profile listings) and the illustrations for them on third-party platforms without prior agreement of their content with the Client, provided that such content is of a standard, technical nature, does not contain new factual or positioning statements about the Client that are not present in documents approved by the Client or in the Client’s public communication, and is intended for the purposes of search engine visibility, artificial intelligence search visibility and the Client’s external positioning. Asteri undertakes to act professionally and in accordance with customary market practice.
5.11.3.1. The right established in this Clause does not apply, and the content and its illustrations are agreed with the Client in advance, where the content:
a) relates to healthcare services, aesthetic medicine, surgical or invasive procedures, medicinal products, medical devices, food supplements, cosmetic products, food products, financial services, consumer credit, insurance, gambling, alcohol, tobacco, nicotine or related products, energy or other regulated activity, and also where the content has the characteristics of advertising of such activity;
b) contains statements about the results, safety, efficacy, composition, effects, nutritional or health properties or guarantees of services, products or procedures, comparisons with other market participants, customer or patient testimonials, and also visual material of the “before and after” type;
c) contains environmental claims about the Client’s activities, products or services, including claims about sustainability, recyclability, environmental or climate impact, or the certificates and labels on which such claims are based;
d) is presented as the personal or expert statement of a specific employee of the Client, a specialist or a representative of a regulated profession, or is published in the name of such a person;
e) contains information on prices, promotions, discounts or other commercial offers;
f) is directed at minors or contains illustrations depicting children;
g) contains images of patients, procedures or their results, and also visual material created or substantially modified by artificial intelligence which may misleadingly give the impression of an authentic depiction of a real person, object, place or event.
For the purposes of this Clause and of Clause 5.11.3, documents approved by the Client also include an external positioning or content strategy approved by the Client.
5.11.3.2. Agreement under Clause 5.11.3.1 takes place in accordance with the procedure set out in Clause 5.5 of the General Terms.
5.11.3.3. The Client warrants the accuracy and lawfulness of the factual statements provided and approved by it about its activities, services, products, qualifications, licences and results, including compliance with the applicable requirements on advertising, consumer information, financial services and consumer credit, healthcare, medicinal products, product claims and professional ethics, and, at the request of Asteri, provides evidence substantiating such statements. Asteri has the right to rely on such warranties and has no obligation to verify independently the factual statements provided by the Client, provided that there are no manifest indications of their inaccuracy or unlawfulness. In the relations between the Parties, the Client is liable to the extent that the infringement was caused by incorrect, incomplete or unsubstantiated information provided by it. This provision does not limit the liability of Asteri for its own acts or for cases where Asteri knew or ought to have known of the non-conformity.
5.11.3.4. Asteri has the right to refuse to prepare or publish content provided or approved by the Client if there are reasonable doubts as to its lawfulness or compliance with advertising requirements, or a substantiated and material reputational risk to Asteri arising from the nature of the content, the information provided by the Client or the publication context. In such a case the Parties agree on changes to the content. If the ground for the refusal did not arise from the acts or omissions of Asteri, the Price payable by the Client for the Services is not reduced.
5.11.4. For tasks assessed at an hourly rate, the number of hours provided for in the Special Conditions, in the Proposal or in an audit document is indicative. If it becomes apparent that performing the tasks requires exceeding that number because of unforeseen technical or systemic circumstances or changes requested by the Client, Asteri informs the Client and submits a proposal for an additional budget. Without the written approval of the Client, additional hours are not used, and the performance of the tasks is suspended once the envisaged limit of hours is reached.
5.11.5. After the Services specified in this Chapter have been provided and the Client has paid for them in full, Asteri undertakes to transfer to the Client the login credentials for the accounts created or improved (for example, Google Search Console, GA4) and for the other tools specified in the Special Conditions, in an audit or strategy document. Rights to the content of those tools are granted to the Client after full payment for the relevant Deliverable and for the Services related to its creation, to the extent and in the manner set out in Chapter 14 of the General Terms.
5.11.6. The result of the Services (the Website) is deemed to have been transferred, and the work is deemed to have been completed, as from the moment the final invoice is issued. This is treated as the fact of handover. Access to the Website, CMS Administrator rights and other data are transferred to the Client only after full payment. Rights to the Website are granted to the Client after full payment for the Website and for the Services related to its creation, to the extent and in the manner set out in Chapter 14 of the General Terms.
5.11.7. Asteri has the right to suspend the Client’s access to the Website and to the CMS, informing the Client of this by email, where the Client fails to perform the obligations provided for in this Agreement.
5.11.8. In the course of providing the Services, the Client may be granted limited (non-administrator) access to the CMS as required for practical use. After payment of the final invoice covering all website development Services, Asteri creates or updates the Client’s account in the CMS (for example, WordPress), granting administrator rights. The login invitation or link is sent to the Client automatically to the email address specified in the CMS. Asteri assumes no liability for the Client’s acts or for access management after the rights have been granted. The confidentiality of the login credentials is the responsibility of the Client. Any changes made to the Website using valid user credentials are deemed to have been made in the name and at the risk of the Client.
5.11.9. After handover of the Website, the Client is itself responsible for the management of access rights. If the Client restricts or removes Asteri as administrator, Asteri is no longer able to provide any technical or access restoration services. In the absence of a separate maintenance agreement, Asteri assumes no obligations regarding the storage of login credentials or the administration of the website.
5.11.10. Asteri transfers to the Client only the final result of the Services, being the website created or improved, the account updated or configured and other tangible outputs. Asteri does not undertake to transfer internal methodologies, analytical insights, know-how, internal templates used or strategic decisions related to the Services which are not directly necessary in order to use the result of the service. Such elements remain the intellectual property of Asteri.
5.11.11. Accessibility. Unless the Parties have agreed otherwise, the scope of the Services does not include ensuring the conformity of the Website with the requirements of Directive (EU) 2019/882 and the national legislation implementing it, the assessment of such conformity or the preparation of an accessibility statement. The Client assesses whether accessibility requirements apply to its activities and informs Asteri of this before the work begins; in such a case the requirements are included in the specification, and the scope, time limits and Price are agreed in accordance with the procedure set out in Clause 4.3 of the General Terms.
5.11.12. Scope of work and priorities. SEO, AEO, GEO, digital authority and AI visibility Services are provided as continuous work, the specific tasks of which are determined on the basis of the scope provided for in the Special Conditions or in the Proposal and of the monthly priorities set by Asteri. Priorities are set according to the status of the project, the data and professional judgement, and the Client is informed of them in a report or by email. The types of individual tasks and their order are not fixed and may change without breaching the Agreement, provided that the agreed overall scope of the Services is maintained. An initial plan or a preliminary analysis is not a fixed list of work. Data obtained and deeper analysis carried out during the provision of the Services may reasonably change the priorities and the order of the work; such a change is not in itself considered a breach of the Agreement, provided that the agreed overall scope of the Services is maintained.
5.11.13. No guarantee of results. Asteri provides these Services in accordance with the principles of professional diligence and makes efforts proportionate to the agreed scope of the Services, but does not guarantee specific positions in search engines, traffic, conversions, mentions, citation or recommendation in artificial intelligence systems, nor the maintenance of any of these. The achievement of these results depends on the operating principles of search and artificial intelligence systems, on changes in their algorithms and models, on the competitive environment, on market demand and on the acts of the Client, none of which is controlled by Asteri. Failure to achieve results is not in itself a deficiency in the quality of the Services.
5.11.14. Third-party data in reports. Reports and analysis use data from third-party tools. Some of that data, including estimated traffic, search volumes, authority metrics and artificial intelligence visibility metrics, consists of estimates calculated by those tools rather than exact measurements, and may differ between tools and between periods. Asteri is not liable for the accuracy of third-party tool data, for changes in their methodology, for limitations on the volume of historical data or for interruptions in access.
5.11.15. External circumstances and transfer of results. External publications and links are published on platforms controlled by third parties, whose operation, editorial policy, retention of the publication or cessation of activity are not controlled by Asteri. The removal or modification of a publication other than through the acts of Asteri is not a breach of the Agreement and does not reduce the Price payable by the Client.
If the Client or persons engaged by it independently change the structure, content, technical settings, CMS or plugins of the Website, change the domain, migrate the website to a different environment or fail to implement the technical recommendations provided by Asteri, Asteri is not liable for any resulting changes in visibility, positions or technical condition, and restoration and repeated work is carried out as an additional Service.
Unless expressly provided otherwise in the Special Conditions or in the Proposal, the internal working process of Asteri and the internal documentation used in the course of it are not a result of the Service transferred to the Client. The Client is provided with the final form of the Deliverable. Working files, internal analyses, tool exports, interim calculations, prompts and internal Asteri templates are not transferred; their status is established in Clause 5.11.10 and in Chapter 14 of the General Terms.
Upon expiry or termination of the Agreement, Asteri provides, in the usual manner, the Deliverables in final form that were prepared before the expiry of the Agreement but had not yet been transferred, and the report for the final reporting period provided for in the Agreement. The expiry of the Agreement does not in itself create an obligation for Asteri to prepare additional Deliverables, reports, data exports, handover documentation or consultations, or to carry out other handover work; such work is carried out only where the Parties have separately agreed in writing on its scope, time limits and Price.
5.12. Social media communication and advertising Services are provided in accordance with the following rules. In this Chapter, social network means the social network or other communication platform specified in the Special Conditions, and advertising system means the advertising management environment of such a platform through which the Services are provided, including Meta Business Manager.
5.12.1. Social media advertising Services may include the preparation of a monthly communication grid (a plan of post topics) in accordance with the positioning and communication guidelines agreed between the Parties; and the preparation and posting of standard communication posts (a static visual or a carousel plus text) on the social networks specified in the Special Conditions in accordance with the planned schedule. Where more than one social network is specified, the standard scope of the Services includes posting the same content on linked accounts of the same business, unless the Parties agree otherwise in writing.
5.12.2. After the Client has paid the advance, Asteri provides the Client with a brand needs questionnaire and instructions on how to connect the Client to the accounts required for the provision of the service, information on the need for other information required for the work and the means of transferring that information. Once the Client has duly completed the brand needs questionnaire, granted the required access to the accounts and provided all the requested information, Asteri begins providing the Services within 10 (ten) business days. If the Client does not provide the required information within the set time limit, the start of the provision of the Services is postponed accordingly without separate notice, and Asteri assumes no liability for deviations from the planned communication and advertising strategy or from the service delivery deadlines.
5.12.3. If the Special Conditions provide for one-off preparatory work related to social media marketing Services (for example, preparation of design templates, configuration of accounts, Meta Pixel or Meta Ads settings), the time limits for performing it are specified in the Special Conditions or in the Proposal. If those time limits are not specified, they are established individually in the course of the project, with Asteri informing the Client by email of the proposed schedule. If the Client does not submit comments within 2 (two) business days from receipt of the information, the proposed time limits are deemed to have been approved and Asteri has the right to begin the work in accordance with them.
5.12.4. The Client submits to Asteri by email, by the 10th day of the current month, its requests for the following month’s social media communication or advertising, information on planned offers, promotions and news, and the related visual or textual material. If the Client does not provide this information by the specified time limit, it is deemed to have no requests, and Asteri has the right to plan the communication or advertising independently, taking into account previous practice, the scope of the chosen Service plan and the nature of the Client’s activities.
5.12.5. Asteri provides the Client by email, by the 16th day of the current month, with the recommended communication plan for the following month’s social media posts. Editing of the plan takes place in accordance with this Agreement. If the Client does not submit comments or requests for corrections within 2 (two) business days from the submission of the plan, the plan is deemed to have been approved and Asteri has the right to perform the Services in accordance with it.
5.12.6. On the basis of the approved communication plan, the following month’s posts (textual and visual material) are prepared and sent to the Client by email by the 25th day of the current month. The Client has the right to submit one request for corrections per post, provided that the comments are submitted within 2 (two) business days from the submission of the post. If no comments are submitted within that period, the post is deemed to have been approved. After that time limit, or once the permitted number of corrections has been exceeded, additional changes are treated as an additional Service and charged at the hourly rate specified in the Special Conditions. Posts are published automatically according to the schedule, and later changes or suspensions are possible only in exceptional cases and only where publication has not yet been technically initiated.
5.12.7. If the Client wishes to publish an additional social media post that was not provided for in the approved communication plan, Asteri prepares it and schedules it for publication within 3 (three) business days from the submission of all the required information. The post is sent to the Client for review and, once approved in accordance with this Agreement, is included in the automated publication calendar.
5.12.8. Social media communication and advertising visuals may be prepared using material provided by the Client, material available in licensed photo or video libraries, and also visual material created or modified using artificial intelligence tools. The specific scope of visual preparation is established in the Special Conditions or in the Proposal. Photography and videography services are not included in the Services, unless the Parties agree otherwise in writing.
Visual material created or substantially modified using artificial intelligence tools is subject to the provisions of Chapter 5.13 of the General Terms, including the Visible Disclosure procedure. Visual material referred to in point (g) of Clause 5.11.3.1 of the General Terms is subject to the approval procedure set out in Clause 5.5.
The Client is provided with the final communication or advertising visual for use. Design decisions, the methods of using artificial intelligence and prompts, templates and working files are not transferred to the Client; their status is established in Chapter 14 of the General Terms.
5.12.9. The number of advertising campaigns per month, their types and their scope are established in the Special Conditions or in the Proposal. Where they are not established, Asteri selects the campaign type and structure using its professional judgement, taking into account the agreed scope of the Services and the Client’s business objectives.
5.12.10. Where posts published on a social network according to a pre-planned schedule are advertised, advertising for such posts is activated within 2 (two) business days from the public publication of the post.
5.12.11. The Client uploads visual and textual material for advertising, or advertisements prepared for publication (text and image or video material), to the Client folder indicated by Asteri or to another data transfer system indicated by Asteri, and informs Asteri of this by email. Editing of such material is carried out in accordance with the procedure set out in Clause 5.5 of these General Terms.
5.12.12. In cases where the advertising units are prepared by Asteri, the advertisements are prepared within 3 (three) business days from the date of receipt by email from the Client of all the information required to prepare the advertising. Editing of the advertising units takes place in accordance with the procedure set out in Clause 5.5 of the General Terms. The price for preparing an advertising unit includes no more than 1 (one) round of editing per advertising unit. If the Client wishes to make further revisions, the Client undertakes to pay Asteri for them at the hourly rate provided for in the Special Conditions.
5.12.13. Asteri undertakes to activate an advertising campaign (or to schedule it for the envisaged start date) within 2 (two) business days from receiving by email from the Client the advertisement or the approval of the final version of the advertisement, together with all other information required for the launch of the advertising campaign.
5.12.14. The Client is responsible for the lawfulness of the content used in social media communication and advertising, including but not limited to compliance with the Law on Advertising of the Republic of Lithuania (Reklamos įstatymas), with personal data protection requirements, with intellectual property rights and with other applicable legal norms. Asteri has the right to rely on the material provided or approved by the Client, including the statements contained in it, and has no obligation to verify independently its compliance with legislation, with third-party rights or with the other requirements referred to in this Clause, provided that there are no manifest indications of non-conformity. In the relations between the Parties, the Client is liable to the extent that the infringement was caused by material provided or approved by it. This provision does not limit the liability of Asteri for its own acts or for cases where Asteri knew or ought to have known of the non-conformity.
5.12.15. Where necessary, and by agreement of the Parties, consultations may be scheduled for the preparation of an advertising unit plan or for discussing other matters relating to the preparation of advertising units or to the advertising strategy; such consultations are charged at the rate provided for in the Special Conditions.
5.12.16. Asteri has the right, at its own discretion, to adjust (increase or decrease) the daily advertising budget, taking into account the effectiveness of the advertising campaigns and external factors that may affect advertising results, such as public holidays, political or social events, statistical fluctuations in consumer activity and similar factors. Such changes may be made only within the maximum monthly advertising spend limit established in the Special Conditions or by separate agreement of the Parties.
5.12.17. Asteri, monitoring the course and results of the advertising campaigns, has the right, at its own discretion, to change the advertising audiences, priorities, ad sets or other settings if, in the assessment of Asteri, such changes are necessary in order to achieve the advertising campaign objectives agreed with the Client in advance. These actions are taken in order to optimise advertising effectiveness, but without exceeding the established budget.
5.12.18. Asteri provides the Services in accordance with the principles of professional diligence and makes efforts proportionate to the agreed scope of the Services, but does not guarantee the achievement of specific results. The effectiveness of the Services depends on factors that Asteri does not control, and therefore failure to achieve results is not in itself a deficiency in the quality of the Services.
5.12.19. Asteri provides the Client with a monthly advertising results report in accordance with this Agreement. Where necessary, Asteri may also provide additional recommendations by email regarding the optimisation of the advertising Services. If the Client does not provide a written reply within 5 (five) business days from the submission of the recommendations, the recommendations are deemed not to be implemented, and the Services continue to be provided in accordance with the strategy and advertising spend plan applicable until then.
5.12.20. If the successful implementation of advertising campaigns requires technical preparation by the Client or the proper functioning of technical systems (for example, Meta Pixel integration, setting up or correcting events, configuration of the Meta Business Manager account, correction of errors on the website or in the accounts), Asteri provides the Client with the relevant recommendations by email. If the Client does not carry out those actions within the recommended time or they cannot be implemented because of deficiencies in the Client’s infrastructure, Asteri is not liable for shortcomings in the effectiveness of the advertising campaigns, and the Client has no right to bring claims concerning the quality of the Services in those areas.
5.12.21. Asteri is not liable for the failure to publish advertising at the scheduled time where this occurred for reasons within the Client’s area of responsibility, including but not limited to an inactive advertising account, an unpaid platform plan, technical restrictions or failure to provide information. In such cases the price payable by the Client for the Services is not reduced, and the Services are deemed to have been provided in accordance with the Agreement in force.
5.12.22. Upon expiry or termination of the Agreement, Asteri suspends all of the Client’s advertising campaigns on the last business day before the envisaged end date of the provision of the Services, unless the Parties have agreed otherwise in writing.
5.12.23. On the last day of the provision of the Services under this Agreement, Asteri has the right to remove all content created or administered by Asteri during the provision of the Services in the Client’s advertising system account, including advertising campaign strategies, audiences and other advertising-related information. Such data is considered the intellectual property of Asteri and is not transferred to the Client, unless the Parties have agreed in writing on its transfer as an additional Service to be paid for separately.
5.12.24. Asteri disconnects from the Client’s advertising system and from the other accounts related to the provision of the Services to which Asteri had access, on the last business day before the envisaged end date of the Agreement, unless the Parties have agreed otherwise in writing. Disconnection is deemed to have been carried out even where, because of the Client’s acts or technical obstacles, the actual removal takes place later.
5.12.25. Asteri is not liable for any losses or damage arising from unlawful access by third parties to the Client’s advertising accounts or to other systems related to the Services, including Meta Business Manager, except to the extent that such access or its consequences arose from a breach by Asteri of its contractual access security obligations or of access security obligations established in applicable law. The Client is responsible for the security of the accounts, for user management and for access control, including but not limited to password management, two-factor authentication and the granting and revocation of access rights. Asteri may provide recommendations on security practices, but final responsibility for their implementation rests with the Client.
5.12.26. Asteri is not liable for disruptions or interruptions in the provision of the Services arising from malfunctions of third-party advertising or communication platforms, from technical errors, from policy changes or from other activity that Asteri cannot control, including but not limited to Meta or other integrated platforms.
5.13. Use of artificial intelligence and disclosure of AI content
In this Chapter, AI Act means Regulation (EU) 2024/1689, as applicable, and Visible Disclosure means a clear, distinguishable and human-perceptible indication that content has been created or substantially modified using artificial intelligence, where such an indication is required under applicable law or the rules of the publication platform. A purely technical, machine-readable marking does not replace Visible Disclosure.
5.13.1. In providing the Services, Asteri may use tools and technologies based on artificial intelligence (AI) in order to achieve greater efficiency and creativity. Content generated by AI tools is not treated as the final result of the Service; it is used as material processed by Asteri experts in accordance with the principles of professional diligence and good creative practice. This ensures that the final result meets the Client’s needs and is of good quality.
5.13.2. The Client is provided with the final result of the Service; however, Asteri is not liable for the uniqueness or originality of content generated by AI tools, or for its compliance with copyright or other intellectual property protection requirements, where such infringements arise from the operating principles of the AI systems themselves.
5.13.3. The Client understands and agrees that AI-generated content (texts, visuals or other creative material) may be similar to content created or used by other entities, and Asteri assumes no liability for possible infringements of copyright or other intellectual rights where these arose not from the direct acts of Asteri but from the nature of the technology.
5.13.4. The Client has the right to instruct Asteri in writing that artificial intelligence systems should not be used, or should be used only to a limited extent, in the provision of the Services, and also to state that it is important to the Client to ensure the greatest possible originality of the content. In such a case the Parties agree on the scope of the Services, the time limits and the Price in accordance with the procedure set out in Clause 4.3 of the General Terms, including the additional costs of individual creative work. Asteri is not obliged to accept such an instruction if, as a result of it, the Services can objectively no longer be provided in the agreed manner or their provision becomes economically unjustified. In such a case the Parties agree on a modified solution or on the termination of the relevant part of the Services. Asteri does not guarantee absolute originality of the content.
5.13.5. In the relations between the Parties, the Party using an artificial intelligence system in respect of a specific element of content is the Party which uses the artificial intelligence system to generate or substantially modify that element in its own name, on its own responsibility and in activity under its own control. In making that assessment, account is taken of who determined the purpose of use and the essential instructions, who selected and managed access, and who had the actual ability to control, change or stop the use. Where a unit of content comprises elements from both Parties, each element is assessed separately.
The mere receipt of content, the submission of a task, individual instructions as to the desired result, the approval of a final result or its publication do not in themselves mean that the Party performing that action used an artificial intelligence system.
This allocation applies only to the relations between the Parties and to the allocation of their mutual obligations and liability. It does not change the status of the Parties under rules of public law, which is determined by the competent authority on the basis of the factual circumstances.
5.13.6. Where Visible Disclosure is required under applicable law or the rules of the publication platform, Asteri informs the Client of this before the content is transferred or published. If the content is published by Asteri, or if it is technically possible to make the disclosure within the content itself, Asteri inserts it before publication or transfer. If the disclosure can be made only in a publication channel controlled by the Client, Asteri provides the Client with mandatory instructions specifying to which content, in which channel and in what form the disclosure must be made. The Client has no right to publish such content without complying with those instructions.
If the Client has not made a required Visible Disclosure or has removed it, Asteri has the right to require that the publication be corrected, suspended or removed.
The assessment by Asteri is made on the basis of the information known to it at the time of the assessment and the information provided by the Client about the context in which the content will be used. It is a procedure for the performance of the Services and not an individual legal opinion on the regulation of the Client’s sector of activity. In the case of sensitive regulated activity, Asteri has the right to require confirmation from the Client’s lawyer or compliance specialist.
5.13.7. The Client undertakes:
a) not to remove, change or conceal a Visible Disclosure made by Asteri;
b) to maintain the Visible Disclosure where it uses content prepared by Asteri in channels other than the one for which the content was prepared, where the disclosure is required under applicable law, the rules of the publication platform or mandatory instructions provided by Asteri;
c) to assess independently whether a Visible Disclosure is required, and to make it, in cases where the Client itself uses an artificial intelligence system on its own responsibility and such disclosure is required under applicable law or the rules of the publication platform;
d) to inform Asteri of the intended publication channel, audience and purpose of the content where that information is not known to Asteri or where a change in those circumstances may affect the Visible Disclosure obligation, and to inform Asteri of any such changes in writing in advance.
5.13.8. The Client confirms that it holds the rights to the textual, visual and other material provided to Asteri, and informs Asteri where such material has been generated or substantially modified using artificial intelligence tools. In the absence of such information, the Client is deemed to have confirmed that the material was not generated or substantially modified using artificial intelligence tools. The Client is liable to the extent that, as a result of its failure to inform, a required Visible Disclosure was not made or other consequences directly related to that failure arose.
Where the origin of the material is unclear or reasonable doubts arise as to its conformity with these confirmations, Asteri has the right reasonably to choose one or more of the following actions: to treat such material as generated using artificial intelligence tools and to mark it accordingly; to request written confirmation from the Client as to the origin of the material; or to refuse to use such material. If the need to take those actions arose from information not provided, incomplete or inaccurate information provided by the Client, such actions by Asteri are not considered a breach of the Agreement, do not reduce the Price payable by the Client, and the time limits for the provision of the Services are extended accordingly.
5.13.9. If, under the Special Conditions or the Proposal, Asteri deploys artificial intelligence based functionality on the Client’s Website or in the Client’s other systems, including chatbots, recommendation solutions or content generation tools, the Parties describe such functionality in the Proposal or in the Special Conditions and specify the envisaged allocation of roles.
If this is not specified, the Parties presume, in their mutual relations, that Asteri performs the technical deployment and configuration work and that the Client uses the functionality on its own responsibility. This presumption does not apply where the factual circumstances indicate that the system was developed by Asteri, that it is provided in the name or under the brand of Asteri, or that Asteri in fact controls its use.
Where the functionality interacts directly with natural persons, Asteri, to the extent that this falls within the agreed scope of the technical deployment, implements a clear notice that the user is interacting with an artificial intelligence system, and the Client ensures that this notice is maintained, unchanged, unconcealed and not removed from the first interaction onwards. If the implementation of the notice does not fall within the scope of the work of Asteri, its implementation is allocated in the Proposal or in the technical specification.
Asteri is not liable for the legal compliance of a third-party artificial intelligence system which the Client independently selects or uses, except to the extent that the non-compliance was caused by technical deployment or configuration carried out by Asteri.
5.13.10. The Client is liable for the compliance with applicable law, including the AI Act, of content which it has provided, approved, modified, used or published, to the extent that the infringement arose from material or instructions provided by the Client, from modifications made by it independently, from the publication channel or context chosen by it, or from a failure to comply with mandatory Visible Disclosure instructions provided by Asteri. This provision applies to all Services and is not limited by the scope of application of Chapter 5.12 of the General Terms.
5.13.11. Asteri has the right unilaterally to update the technical procedures applied in this Chapter, the examples of Visible Disclosure wording, the documentation procedures and the communication channels, informing the Client of this by email. This may not be used to change the limits of the Parties’ liability or the terms on compensation for losses, or to establish new material obligations for the Client.
5.13.12. Asteri does not assume a general obligation retrospectively to review, mark or correct content generated or substantially modified before 2 August 2026. The obligation to mark specific content is determined in accordance with the mandatory statutory requirements, the rules of the publication platform and the applicable European Commission guidelines in force at the time of its use and publication. Where the Parties so agree in writing, the review and marking of earlier content is carried out as an additional Service.
6. Client data and confidentiality
6.1. The Party receiving Confidential Information must not disclose the Confidential Information to any persons without the prior written consent of the Party providing the Confidential Information. In all cases the Confidential Information remains the property of the Party providing it. The Party receiving Confidential Information has no right to use the Confidential Information received for purposes other than those for which it was intended.
6.2. Information is not considered Confidential Information (i) where it is publicly available to the public, or where, after its disclosure to the recipient of the Confidential Information, it becomes known to the public other than through a breach of the terms of the Agreement; or (ii) where the recipient of the Confidential Information obtained that information by lawful means before receiving it from the provider of the Confidential Information; or (iii) where the recipient of the Confidential Information lawfully acquired (created, developed, researched or similar) such information independently or together with Third Parties before receiving that information from the provider of the Confidential Information, and the recipient of the Confidential Information can confirm in writing all of the circumstances referred to above in this Clause; or (iv) where the provider of the Confidential Information indicates in writing that the information is not Confidential Information; or (v) where the laws of the Republic of Lithuania provide that such information may not be confidential.
6.3. A Party is not liable for the disclosure of Confidential Information which must be disclosed to the competent authorities under mandatory rules of law, provided that the Party does not disclose more of such information than is necessary, takes all measures to prevent further disclosure of the Confidential Information, and immediately informs the other Party of the obligation to disclose Confidential Information under this Clause. The Parties may disclose Confidential Information only to those of their employees, subcontractors, advocates, legal or tax advisers, auditors and other specialists who need to know that information for the purposes of the performance of this Agreement, of an independent audit or of the resolution of disputes relating to this Agreement, provided that the persons referred to in this Clause assume in writing, before receiving the Confidential Information, confidentiality obligations corresponding to this Agreement.
6.4. The Parties agree that all information is exchanged only via the email addresses specified by the Parties and that each Party is responsible for using appropriate technical measures to protect information received from the other Party.
6.5. The Parties agree that Asteri has the right to name the Client as a client to whom it has provided services, on the Asteri website, in commercial proposals and in other sources of a similar nature, to use the Client’s trade mark or logo for that purpose, and also to publish anonymised data on the Client’s marketing results for the purposes of Asteri advertising. No separate consent of the Client is required for these actions. The Client has the right to inform Asteri in writing that, because of internal policy or confidentiality agreements concluded by it, it does not agree to be mentioned by Asteri as a client in public sources or communication. In such a case Asteri undertakes to remove information about such Client from publicly available communication within a reasonable time, except where the information was lawfully published before such objection.
Asteri has the right to use the results of the Services in its own case studies, portfolio, commercial proposals, sales materials, press releases, professional directories and other communication. Without the separate consent of the Client, specific results of the Services are not attributed to the Client in such case studies, and the Client’s activity is described at sector level in such a way that the Client is not identifiable. This restriction does not apply to naming the Client as an Asteri client to the extent set out in the first paragraph of this Clause. Where the Parties so agree in writing, the Client may be named in a case study and the results of the Services attributed to it.
The Client has the right to state publicly that Asteri provides or has provided Services to it, to comment publicly on the cooperation, to recommend Asteri and to publish publicly the results of its own activities. The confidentiality obligation established in Clause 3.2.7 of the General Terms does not apply to these actions.
The Client publishes numerical results which it links to or attributes to the Asteri Services only where the Parties have agreed in writing on their wording, the measurement period and the data source. The Client uses the Asteri name, trade marks and marks to the extent set out in Clause 14.9 of the General Terms. Upon expiry of the Agreement, the Client refers to the cooperation in the past tense.
Asteri has the right to require the correction or removal of an inaccurate or misleading statement, of content disclosing Confidential Information, or of any use of the Asteri name, trade marks or marks which does not comply with Clause 14.9 of the General Terms or which may reasonably create a misleading impression as to the role of Asteri, its endorsement or its connection with the content.
Except in the case of the Client’s numerical results referred to in the preceding paragraph, a Party intending to publish other factual statements about the results of the Services submits them to the other Party. If the other Party does not submit comments within 5 (five) business days from the receipt of the specific statement, the statement may be published only to the extent that it accurately reflects the data held by the Parties, provided that those data are mutually consistent. This provision does not limit the right of the Parties to comment publicly on the cooperation. The five business day mechanism established in this Clause does not give Asteri the right to name the Client or to attribute the results of the Services to it without the written agreement of the Parties provided for in the first paragraph of this Clause.
In exercising the rights established in this Clause, neither Party discloses: non-public Deliverables, including strategies, audits, keyword maps, positioning and architecture documents and recommendations; elements of the Asteri Methodology, including assessment frameworks, templates, checklists, prompts and process descriptions; action plans not yet implemented or in progress; the Price and other commercial terms of the Agreement; and also specific non-public information which the other Party has, before its public disclosure, indicated in writing in a reasoned and specific manner as capable of materially harming its competitive position. Such an indication must clearly identify the specific information and may not negate the right granted in this Clause to use appropriately anonymised results of the Services.
6.6. Asteri confirms that it will process the Client’s personal data for the purpose of performing this Agreement, and will ensure that the processing of personal data complies with the General Data Protection Regulation (EU) 2016/679 and with other laws regulating the protection of personal data and with the recommendations of the supervisory authorities. Asteri processes the Client’s personal data in order to conclude, perform and administer the agreement concluded with the Client (to send information relating to the agreement, to receive and confirm orders, to issue invoices, to provide services, to carry out debt recovery and similar activities).
6.7. The Client does not provide Asteri with special categories of personal data as defined in Article 9 of Regulation (EU) 2016/679, or with other identifiable personal data, including data exported from the Client’s systems, where such material is intended to be processed using artificial intelligence tools, without a separate written agreement between the Parties. Such an agreement establishes the purpose, scope, legal basis, retention period and tools of the data processing.
Where such material is provided without an agreement, Asteri does not use it, isolates it securely and, having assessed the incident and the legal and retention circumstances, returns it to the Client or securely deletes it. The Client is liable to the extent that the legal consequences arose from the provision of the material in breach of this Clause. This provision does not limit the liability of Asteri for its acts after receiving such material.
6.8. In providing the Services, Asteri selects, at its own discretion, the working tools, including artificial intelligence tools, and the methods of using them. The selection of tools, the list of them, their configuration and the working methods constitute the internal knowledge (know-how) of Asteri and are not disclosed to the Client. Asteri uses non-public, working or confidential material provided by the Client in artificial intelligence tools only to the extent permitted by the internal Asteri rules on the use of artificial intelligence tools and by the procedure established in them for approved tools and for the classification of material. Asteri remains responsible for the preparation of the final Deliverable in accordance with the scope of the Services set out in the Agreement and with the standard of professional diligence, irrespective of the tools used.
This Clause does not apply to information which Asteri is required to disclose under mandatory statutory requirements, including the obligation of a data processor to inform the data controller of the sub-processors engaged. Such information is provided in accordance with a separate data processing agreement between the Parties.
6.9. Where the Services cover only public Website content, aggregated search, visibility and analytics metrics and other non-identifiable or statistical data, and Asteri does not in fact obtain access to identifiable personal data and does not process such data on the instructions of the Client, a separate data processing agreement is not required. Where the scope of the Services includes, or where in the course of the work there arises, access to identifiable personal data or the processing of such data on the instructions of the Client, the Parties sign a separate data processing agreement before commencing or continuing such processing.
7. Suspension of performance of the Agreement
7.1. Asteri has the right to suspend performance of the Services if:
7.1.1. the Client is more than 14 (fourteen) days late in making any payment under this Agreement;
7.1.2. the Client does not complete the brand needs questionnaire, does not provide Asteri with information or textual and visual material necessary for the provision of the Services, does not answer the questions asked by Asteri, or does not grant Asteri access to the CMS, to social network accounts, to other systems related to the Services or to other accounts within the time limits set out in the Agreement, or, where no time limits are set out in the Agreement, for more than 30 (thirty) days from the request by Asteri to complete the brand needs questionnaire, to provide material or information, or to grant access to the CMS or to the Client’s accounts;
7.1.3. the Client fails, for more than 30 (thirty) days, to perform any other obligations under this Agreement.
7.1.4. The suspension of the provision of the Services provided for in this Chapter of the Agreement does not release the Client from the obligation to make all the payments provided for in this Agreement to Asteri, including the recurring fees for the Services, until the Agreement has been terminated or has expired in accordance with the terms of this Agreement.
7.2. Asteri informs the Client of the suspension of the Services by email no later than 1 (one) business day before the Services are suspended.
7.3. Asteri is not liable for any inconvenience or losses incurred by the Client as a result of the suspension of the Services.
7.4. Where the Agreement has been concluded for a period longer than 1 (one) year, the Client has the right to suspend performance of the Agreement for a period not exceeding 4 (four) weeks, giving Asteri notice of the suspension no later than 30 (thirty) calendar days in advance. In all other cases the Client has no right to suspend performance of the Agreement. If the Client does not order Services during a particular period without complying with the procedure set out in this Clause of the Agreement, the Client must pay for the Services in accordance with the Agreement, and the Price of the Services is not reduced in such cases.
8. Validity and termination of the Agreement
8.1. The Agreement enters into force from the moment of its signing and remains in force until the contractual obligations have been fully performed or until the end of the term for the provision of the Services provided for in the Special Conditions.
8.2. Amendment of the General Terms. Asteri has the right unilaterally to amend or supplement the General Terms where this is reasonably necessary because of requirements of legislation or of supervisory authorities, changes in third-party platforms or technologies, security and risk management, changes in the service delivery model or in the types of Services described in the General Terms or in the general procedure for providing them, changes in the assessment by Asteri of its legal or commercial risk, or other reasons related to the organisation of the Asteri business.
Asteri informs the Client of a new version of the General Terms by email. The new version applies to the Client from the date specified in the notice, but not earlier than 10 (ten) calendar days from the date of delivery of the notice as determined in accordance with Clause 13.2 of the General Terms.
A shorter period may apply where the amendment is necessary because of mandatory legislation, a requirement of a supervisory authority, a security incident or a change in a third-party platform or technology not reasonably within the control of Asteri.
A new version applies only prospectively. It does not change the rights and obligations relating to Services provided before the date on which it becomes applicable or to liability of the Parties arising before that date, nor the rights to Deliverables transferred to the Client and paid for in full before that date.
The Special Conditions are amended only by written agreement of the Parties, save in the cases expressly provided for in them. The Price is changed in accordance with the procedure set out in Clause 4.3 of the General Terms.
8.3. Where a minimum term for the provision of the Services is provided for in the Special Conditions, the Agreement expires upon the expiry of the minimum term for the provision of the Services, provided that either Party notifies the other Party, not less than 1 (one) month before the end of the term, that it does not intend to continue the Agreement. If neither Party gives notice of an intention not to continue the Agreement, the Agreement becomes open-ended.
8.4. Where the Agreement has been concluded for an indefinite period, either Party has the right to terminate the Agreement unilaterally and without recourse to the courts, having notified the other Party no later than 30 (thirty) calendar days before the envisaged termination of the Agreement.
8.5. The Client has the right to terminate an Agreement concluded for a fixed period, and also an Agreement concluded for an indefinite period without complying with the procedure set out in Clause 8.4 of the Agreement, by giving Asteri written notice of the termination of the Agreement 7 (seven) calendar days in advance, in the following cases:
8.5.1. Asteri fails, without justified reason, to provide the Services for more than 30 (thirty) calendar days;
8.5.2. Asteri is, without justified reason, more than 15 (fifteen) days late in performing the Services within the time limits set out in the Special Conditions;
8.5.3. Asteri otherwise materially breaches the Agreement and fails to remedy the breach within 30 (thirty) days from the Client’s request to remedy the breach.
8.6. The Client has no right to terminate an Agreement concluded for a fixed period, that is to say where a minimum term for the provision of the Services is provided for in the Special Conditions.
8.7. Asteri has the right to terminate an Agreement concluded for a fixed period, and also an Agreement concluded for an indefinite period without complying with the procedure set out in Clause 8.4 of the Agreement, by giving the Client written notice of the termination of the Agreement 7 (seven) calendar days in advance, in the following cases:
8.7.1. the Client is more than 30 (thirty) days late in making any payment under this Agreement;
8.7.2. the Client does not complete the brand needs questionnaire, does not provide Asteri with information or textual and visual material necessary for the provision of the Services, does not answer the questions asked by Asteri, or does not grant Asteri access to the CMS, to social network accounts, to other systems related to the Services or to other accounts within the time limits set out in the Agreement, or, where no time limits are set out in the Agreement, for more than 30 (thirty) days from the request by Asteri to complete the brand needs questionnaire, to provide material or information, or to grant access to the CMS or to the Client’s accounts;
8.7.3. the Client otherwise materially breaches the Agreement and fails to remedy the breach within 30 (thirty) days from the request by Asteri to remedy the breach.
8.8. Where the Agreement is terminated or expires on other grounds, the Client must in all cases pay Asteri for the Services actually provided up to the date of expiry of the Agreement. The Client also reimburses the reasonable and non-cancellable costs which Asteri incurred, with a view to performing the Agreement, up to the date of expiry of the Agreement or, where the Agreement is terminated, up to the receipt of the notice of termination of the Agreement, to the extent that those costs are not included in the Price payable under Clause 5.10 of the General Terms and are not covered by the Price or the Advance Payment paid by the Client. This Clause does not affect the rights of Asteri established in Clauses 5.10 and 8.9 of the General Terms.
8.9. Where the Agreement is terminated through the fault of the Client, or where the Client terminates the Agreement without complying with the procedure set out in this Agreement, the Client undertakes to pay Asteri a penalty equal to 2 (two) Advance Payments or, where no Advance Payment is provided for, to the Price of 2 (two) months of Services. In such a case the Client must also pay Asteri the full amount of the discounts applied to the Client during the term of the Agreement.
The penalty may not in any case exceed an amount equal to the Price of 2 (two) months of recurring Services, calculated on the basis of the one-month Price specified in the Special Conditions. This Clause does not apply to the one-off Services, project stages or additional orders referred to in Clause 5.10 of the General Terms.
These contractual penalties are considered proportionate and justified, having regard to the creative nature of the Services, the obligations of Asteri and the scope of the planning involved. They were discussed between the Parties in advance and comply with the statutory requirements on contractual penalties (Articles 6.73(2) and 6.258(3) of the Civil Code of the Republic of Lithuania).
9. Liability
9.1. A Party in breach of the obligations provided for in this Agreement undertakes to pay the other Party the contractual penalties provided for in this Agreement and to compensate all losses incurred by the other Party as a result of the breach of the Agreement.
The contractual penalties provided for in the Agreement are considered justified and proportionate, having regard to the creative and individual nature of the Services, their value to the Client, the atypical substitutability of these Services and market practice.
9.2. The Parties must immediately notify each other in writing of any actual or likely damage and of the circumstances relating to the liability of the Parties, and agree to make their most effective joint efforts to mitigate such damage.
9.3. Asteri is not liable for deficiencies in a Service which depend on the parameters of the server hosting the Client’s website, provided that the Website functioned correctly in the test environment. Asteri is also not liable for deficiencies arising from the Client’s acts in using the website CMS.
9.4. Asteri is not liable for deficiencies in the Services arising from the Client’s acts or negligence in using the Client’s business accounts on social networks or other accounts related to the performance of the Services or to the analysis of metrics, or from the Client granting access to those sources to Third Parties.
9.5. Asteri is not liable for the accuracy and lawfulness of the information provided by the Client to Asteri.
9.6. The Client unconditionally assumes full liability in the event of disputes concerning the lawfulness of the use of the server resources provided to it, and also concerning the lawfulness of the use of the business accounts managed by it on social networks.
9.7. If the Client fails to perform its obligations provided for in Clauses 3.2.1 to 3.2.3 of the General Terms and Asteri is therefore unable to provide the Services, Asteri has the right to require the Client to pay a standby fee of EUR 10 (ten euros) for each business day of delay.
9.8. Where the Client is late in paying Asteri for the Services provided or in making any other payments required under this Agreement, the Client undertakes to pay Asteri late payment interest of 0.05 per cent of the amount not paid on time for each day of delay in payment.
9.9. A Party in breach of the confidentiality obligations provided for in Chapter 6 of this Agreement undertakes to pay the other Party a penalty of EUR 1,500 (one thousand five hundred euros) for each breach. This provision does not apply to Clauses 6.6, 6.8 and 6.9 of the General Terms.
9.10. Scope and limitation of liability. Notwithstanding Clause 9.1 of the General Terms, the liability of the Parties is limited to the extent set out in this Clause.
Neither Party is liable for loss of revenue, loss of profit, loss of business opportunities or harm to reputation and goodwill, except where the limitation of such liability is not permitted under mandatory rules of law.
The aggregate liability of each Party in respect of all claims relating to the Agreement taken together does not exceed the amounts actually paid by the Client under this Agreement during the 12 (twelve) months preceding the event giving rise to the damage, but is not less than the Price of one month; where a claim relates to a one-off Service, liability does not exceed the Price of that one-off Service.
The limitations set out in this Clause do not apply to: damage caused intentionally or through gross negligence; damage arising from loss of life or injury to health and non-pecuniary damage, where mandatory rules of law prohibit their limitation; breach of confidentiality obligations; breach of personal data protection legislation; infringement of intellectual property rights; the Client’s obligation to pay the Price, the Advance Payment and the other payments provided for in the Agreement; the liability of the Client under Clauses 5.11.3.3 and 5.13.10 of the General Terms, to the extent that the breach or damage arose from the acts or omissions of the Client referred to in those Clauses; and the contractual penalties established in Clauses 8.9, 9.7, 9.8, 9.9 and 11.2 of the General Terms.
The Parties confirm that this allocation of liability was taken into account in determining the Price.
10. Force majeure
10.1. The Parties agree that neither Party will be liable for the non-performance of its obligations under the Agreement if any of the following circumstances prevents the Party from performing its contractual obligations: war, riots, insurrection, lawful or unlawful acts or omissions of state or municipal authorities, or any other circumstance which the Party could not control and could not reasonably have foreseen at the time of concluding the Agreement and could not have prevented from occurring or from producing its consequences.
10.2. A Party which is unable properly to perform the obligations assumed under the Agreement because of force majeure circumstances is released from performing the obligations assumed for the duration of the force majeure circumstances and from compensating the losses of the other Party arising from such circumstances.
10.3. A Party invoking force majeure as a ground for non-performance of its obligations under the Agreement must inform the other Party in writing of the force majeure circumstances and of their effect on the performance of the contractual obligations within 5 (five) calendar days from the date on which such circumstances arose. The Parties undertake to suspend performance of the Agreement until the force majeure circumstances cease.
10.4. If the force majeure circumstances continue for more than 1 (one) month, either Party has the right to terminate the Agreement unilaterally and without recourse to the courts, giving the other Party the relevant written notice 7 (seven) calendar days before the date of termination of the Agreement.
10.5. Where the Agreement is terminated in accordance with the procedure set out in this Clause, neither Party has the right to claim compensation for losses.
11. Non-solicitation of employees
11.1. The Client undertakes, during the period of cooperation with Asteri and for 24 (twenty-four) months after the last day on which a Service was provided, not to solicit, offer employment to, employ or otherwise cooperate with any Asteri Employee or any person who was an Asteri Employee during the 12 (twelve) months preceding such an offer of employment. An exception may apply only where the employee independently took part in a public recruitment process which was not initiated by the Client or by persons related to it, and where the Client can demonstrate that the recruitment was advertised through publicly available channels and that the process was transparent and not tailored to a specific candidate.
11.2. In the event of a breach of this obligation, the Client undertakes to pay Asteri contractual penalties of EUR 10,000 (ten thousand euros) for each breach. Payment of the contractual penalties does not release the Client from the obligation to comply with this undertaking in the future.
12. Disputes and dispute resolution
12.1. All disputes, claims or disagreements arising out of or relating to the Agreement, its breach, termination, performance or validity may be resolved between the Parties in accordance with the procedure set out in this Clause.
12.2. The Parties undertake to resolve all disputes amicably. If the Parties fail to resolve a dispute amicably, the disputes are finally resolved in the courts of the Republic of Lithuania according to the location of the registered office of the service provider.
13. Final provisions
13.1. Governing law. This Agreement and the relations between the Parties, including questions of the conclusion, validity, invalidity, implementation and termination of the Agreement, are governed by the laws of the Republic of Lithuania, and the Agreement is interpreted in accordance with the laws of the Republic of Lithuania.
13.2. Notices. Information relating to the Agreement or required by law and all notices sent under this Agreement must be given in writing in the language of the Agreement determined in accordance with Clause 13.7 of the General Terms, and are deemed to have been duly delivered if addressed to the address of the Party to which such notice or information is sent as indicated below, or to another address which each Party may indicate by written notice to the other Party: (a) on the same day, where delivered in person; (b) 2 (two) business days after the date of the dispatch receipt, where sent by registered post; or (c) on the next business day after the date of dispatch, where sent by email.
13.3. Prohibition of assignment. The proprietary and non-proprietary rights, claims and demands of the Parties arising out of the Agreement may not be the object of other transactions, nor be pledged, encumbered or otherwise burdened without the prior written consent of the other Party.
13.4. Severability of the provisions of the Agreement. If any provision of this Agreement is held to be invalid or unenforceable by a court or arbitral tribunal of competent jurisdiction, the other provisions of this Agreement remain in full force and effect. Any provision of the Agreement held to be invalid or unenforceable only in part remains in force to the extent that it has not been held invalid or unenforceable. In such a case the Parties agree to replace the invalid provision of the Agreement with a valid, lawful and enforceable provision having the same legal and economic (financial) effect as the provision replaced. In all cases where reasonable doubts arise as to the validity of the Agreement, of a separate part of it or of a provision of it, but there are no circumstances unequivocally establishing grounds for the invalidity or termination of the Agreement, preference must be given to the validity of the Agreement or of an essential part of it (favor contractus).
13.5. Remedies. Unless otherwise provided in this Agreement, where a Party has not exercised, or has been late in exercising, any right, remedy or means of redress, this is not to be treated as a waiver by that Party of that right, remedy or means of redress or of any other right, remedy or means of redress under this Agreement or under the law. Unless otherwise provided in this Agreement, no waiver of a right, remedy or means of redress is valid unless such waiver is signed by the Party concerned. The remedies and means of redress specified in the Agreement do not prevent the Parties from using other remedies and means of redress available to them and do not limit such remedies and means.
13.6. Interpretation of the Agreement and priority of documents. The fact that all or part of the provisions of the Agreement were drafted by one of the Parties may not in itself be interpreted either favourably or unfavourably in respect of that Party. In the event of any inconsistency, the documents of the Agreement apply in the following order of priority: the Special Conditions; the annexes to the Agreement signed by the Parties or expressly agreed in writing, with the exception of the Proposal, to the extent that they expressly establish a different arrangement for a specific matter; the Proposal, as regards the scope of the Services, the Price and the time limits; the General Terms. On other matters, the Proposal takes priority over the General Terms only where it expressly specifies which provision of the General Terms is being amended. A later agreement agreed in writing by both Parties takes priority over the earlier provisions of the Agreement to the extent that it expressly provides otherwise.
13.7. Language. The Agreement is concluded in Lithuanian or in English. Unless expressly provided otherwise in the Special Conditions, the language of the Agreement is deemed to be the language in which the Special Conditions were concluded. Documents, notices and correspondence relating to the Agreement drawn up between the Parties are made in the language of the Agreement chosen by the Parties. The General Terms are published in Lithuanian and may also be published in English. In the event of any inconsistency between those texts, the Lithuanian version applies, except where the Parties expressly provide in the Special Conditions that the English version is the authentic one. The language of the Agreement chosen by the Parties does not change the law applicable to the Agreement or the dispute resolution procedure set out in Clauses 13.1 and 12.2 of the General Terms.
13.8. Counterparts and form. This Agreement is concluded in two counterparts of equal legal force, one counterpart for each of the Parties. The Agreement is deemed to have been signed when the Parties sign the Special Conditions. The Special Conditions may be signed with original signatures, with electronic signatures, or by exchanging signed scanned documents by email.
14. Intellectual property and use of Deliverables
14.1. In this Chapter: Deliverable means the specific and identifiable outputs transferred to the Client under the Agreement, including strategies, audits, keyword maps, positioning and architecture documents, texts, visuals, the Website, reports and recommendations. Methodology means the working system created or developed by Asteri, including the Asteri Digital Authority Methodology™, its layers, assessment criteria, frameworks, templates, document structures, the selection and configuration of working tools, internal tools, prompts, checklists and process descriptions. A Deliverable does not include the advertising campaign strategies, audiences and other advertising-related information in the Client’s advertising accounts referred to in Clause 5.12.23 of the General Terms.
14.2. The Methodology, and also the Asteri trade marks, names, marks and internal knowledge (know-how), are and remain the intellectual property of Asteri. The transfer of a Deliverable to the Client does not create any rights of the Client in the Methodology, even where the Methodology is reflected in the Deliverable or is recognisable from it.
14.3. Once the Client has paid in full for the relevant Deliverable and for the Services related to its creation, the Client acquires a non-exclusive, perpetual, territorially unlimited and non-transferable right to use the Deliverable in its business activity, including the right to reproduce, publish, distribute, communicate to the public and make available to the public by means of computer networks, translate, alter, adapt, modify and integrate it into other Client documents, systems and communication tools. Until full payment for the relevant Deliverable, the Client has no right to use it, and the rights of retention established in Clauses 3.1.6, 5.11.5 and 5.11.6 of the General Terms continue to apply.
14.4. The Client has the right to disclose a Deliverable to its employees, to members of its management bodies, and also to legal, tax, financial and audit advisers who are subject to a confidentiality obligation under legislation, professional rules or contract, to the extent necessary for the performance of their functions. No consent of Asteri is required for the use, publication, distribution and communication to the public of a Deliverable in the Client’s business activity under Clause 14.3 where the Deliverable is by its purpose intended for public use, including Website content, texts, visuals and publications.
The disclosure of a non-public Deliverable, including strategies, audits, keyword maps, positioning and architecture documents and recommendations, or of part of it, to other third parties, including service providers engaged by the Client, is possible only upon obtaining the prior written consent of Asteri, with the exception of the persons referred to in the first sentence of this Clause. Asteri has the right to make its consent subject to written undertakings by the third party as to confidentiality, as to use of the Deliverable solely for the benefit of the Client, and as to not using elements of the Methodology for its own independent purposes.
When requesting the consent of Asteri to disclose a non-public Deliverable to an engaged service provider or to another third party, the Client provides Asteri with information about the intended recipient, its relationship with the Client, the nature of its activity and the intended purpose of the use of the Deliverable.
14.5. The Client has no right to assign, license, resell or make a Deliverable or any part of it publicly available as a standalone product or service, nor to use a Deliverable or any part of it as an independent basis for creating a product, service or methodology offered to third parties which competes with the Asteri Services, Methodology or Asteri products. The Client has no right to transfer elements of the Methodology to third parties as a separate object, including the Asteri document structures, assessment frameworks, templates, checklists, prompts and process descriptions.
The restrictions established in this Clause also apply where the Client transfers a Deliverable or elements of the Methodology to a person controlling the Client directly or indirectly, to a person controlled by the Client, or to a person controlled together with the Client by the same person. The Client is liable for the acts of such persons to the extent that it itself transferred the Deliverable or the elements of the Methodology to them, granted them access or otherwise enabled them to use them.
14.6. Asteri has the right to use the Methodology, its internal knowledge and the experience accumulated during the provision of the Services in providing services to other clients. The Agreement does not create any exclusivity for the Client in respect of the Methodology, the types of solutions or the sector of activity, and does not restrict the right of Asteri to provide services to competitors of the Client, unless the Parties agree otherwise in writing and separately agree the Price for that.
14.7. Asteri confirms that it holds the rights necessary to grant the right referred to in Clause 14.3, to the extent that the Deliverable was created by Asteri, its employees, subcontractors or freelancers. This confirmation does not apply to material provided by the Client or to the third-party elements referred to in Clause 14.8.
14.8. A Deliverable may include third-party elements, including photographs, video material, fonts, icons, CMS themes, plugins and licensed software. Such elements are used in accordance with the licences of their providers. Before transferring the Deliverable, Asteri informs the Client of the third-party elements whose licence the Client will need to acquire, take over, renew or pay for after the transfer, to the extent that such information is known to Asteri. After the transfer, the Client ensures the validity, renewal and payment of such licences. Asteri is not liable for the functioning or lawfulness of the Deliverable after such a licence ceases to be valid as a result of the Client’s inaction, provided that the Client was informed of the need for the licence.
14.9. The Client has no right to use the Asteri trade marks, names or marks otherwise than by identifying Asteri as the provider of the Services. The right of Asteri to name the Client and to use the Client’s trade mark is established in Clause 6.5 of the General Terms.
14.10. Asteri is not obliged to disclose to the Client the names of the working tools, software or artificial intelligence tools used, their configuration or its working methods. The results of the Services, dashboards and reports may be provided to the Client under the Asteri brand, including where they have been prepared or are provided using third-party tools. This provision does not apply to the information referred to in Clause 6.8 of the General Terms.
14.11. The provisions of this Chapter continue to apply after the expiry or termination of the Agreement. An intentional, repeated or, by its nature or extent, material transfer or use of a non-public Deliverable or of elements of the Methodology in breach of Clause 14.4 or 14.5 is considered a material breach of the Agreement.
Publication note
This version of the General Terms was published on 29 July 2026 and applies to Agreements concluded from that date.
For Agreements concluded before 29 July 2026 and still being performed, this version applies from the date specified in the notice provided by Asteri to the individual Client.
This version does not apply to Services provided before the date on which it becomes applicable, to liability of the Parties arising before that date, or to rights in Deliverables transferred to the Client and paid for in full before that date.
Previous versions of the General Terms:
The archived versions are available in Lithuanian. An English translation of an archived version can be provided on request.
General Terms updated: 29 July 2026.