Terms of Service

§1 Parties, subject matter and formation of the agreement

These Terms of Service (the "Terms") govern the D&D and freight invoice audit services and the Cargo Intelligence data-extraction services provided by UAB NVGroup.

These Terms, together with a confirmed order (pricing), form the Service Agreement (the "Agreement") between UAB NVGroup, legal entity code 149942553, VAT payer code LT499425515, registered office at Elektrinės g. 8, 03150 Vilnius, Lithuania (the "Provider"), and the person or company that orders the Service (the "Client").

The Agreement is deemed formed from the moment the Client confirms an order on the demurrit.eu website or agrees to the Provider's offer in writing (by email), whichever occurs first.

These Terms apply to both categories of the Provider's services (§2). Specific prices, plans and modules are listed on the pricing page and are not repeated here, to avoid two different sources for the same figure. Module-specific terms of use (currently — the Customs Module Terms of Use) supplement these Terms and take precedence for that specific module in case of conflict.

Services charged as a fixed monthly fee (continuous control) are provided under these Terms. A separate success-fee agreement, where the Parties have concluded one, governs only the fee on recovered amounts and the submission of claims — its provisions on the Fee and on Claims do not apply to continuous control. Where the Client signed a success-fee agreement earlier, continuous control is activated only upon written confirmation that these Terms apply to it.

§2 Description of the services

a) Audit. The Provider reviews the Client's already-paid or payable carrier, terminal or customs invoices/declarations against the Client's own agreement with the relevant party and, where grounds are found, prepares a claim.

A claim against a carrier, terminal or authority is submitted by the Client in their own name. The Provider prepares it and hands it over to the Client; the Provider does not represent the Client, does not send the demand in its own name, does not take part in correspondence with the party to whom the claim is addressed, and does not receive compensation into its own account. This applies to all service types, including the customs area. Billing is either a percentage of the amount actually recovered (gain-share, historic audit) or a fixed monthly fee (ongoing monitoring) — the specific model for each service type is set out on the pricing page.

b) Cargo Intelligence. The Provider extracts structured data from the Client's uploaded cargo documents (CMR, fuel receipts, rail and sea/air documents, customs declarations, VAT/excise documents) and delivers it to the Client via the portal or export. Billing is a monthly subscription according to the chosen plan, plus any selected add-ons.

Both categories may be used together or separately; combining them in one account does not change the billing rules applicable to each.

c) Contract clause review. The Provider extracts the clauses of carriage, forwarding or terminal contracts submitted by the Client verbatim, compares them against a standardised checklist, calculates their financial effect where it can be calculated from the Client's data, and supplies pre-prepared sample wordings. Billing is at a fixed price based on the number of contracts reviewed (clause 5.2).

The Provider does not provide legal services, does not interpret the legal meaning of the clauses, does not assess their validity and does not draft contracts. Clauses that may conflict with mandatory rules are presented as a question with a verbatim quote and a reference to the rule; the decision on them is taken by the Client's chosen legal adviser.

A clause's status is determined by pre-defined rules. Confirmation by the Provider's staff covers only the accuracy of the verbatim quote and the section reference, not an assessment of legal meaning.

This service is provided from the Republic of Lithuania. The Provider has no establishment or representative in other states for the purposes of this service.

§2a Free initial review

Before any paid service, the Client may submit documents for a free initial review. This section applies to that review and remains in force even where a paid service is never started.

Scope. One free review is provided per organisation, up to 50 documents, covering one period. A review of greater scope, or a repeat review, is a paid service under these Terms.

Response. The Provider responds within 5 working days of receiving all documents required for the review. Where no discrepancies are found, that too is a response, and it is delivered in the same manner.

Consents. Documents are accepted only once both consents have been given: for data processing (DPA) and for confidentiality. Absent either of them, documents are not accepted.

Nature of the result. The result of the review is a calculation based on the documents submitted by the Client, and not a legal opinion or legal advice; the provisions of §4 on the disclaimer of warranties apply to it in full. A claim, where one is prepared, is submitted by the Client in their own name (§2(a)).

No obligation to continue. The free review creates no obligation on either Party to enter into a contract, to start a paid service, or to submit a claim. Nor does it create any entitlement of the Provider to a fee: a fee on recovered amounts arises only under a separate success-fee agreement, where the Parties conclude one.

Documents. Documents submitted for the review are subject to the same retention policy as a paid service: the original uploaded file is physically deleted 24 months after upload (for customs documents — 40 months), while the record and the data extracted from the document remain. The period runs from upload and does not depend on whether the Client has started a paid service. The Client may at any time request earlier deletion of the data under the DPA and the Privacy Policy.

Confidentiality. Carriage contracts and tariffs submitted for the review are used solely for that Client's review: they are not used for other clients' audits, not compared with one another, and not aggregated into market data. This undertaking applies without time limit and does not end upon a decision not to continue.

§3 Client's obligations

The Client undertakes to: provide accurate documents and data that it actually holds; use the Service only for lawful purposes and only to review its own invoices/documents or those of a company it represents; pay invoices received on time; promptly inform the Provider of any recovered amount where billing depends on the outcome (see §5); and take responsibility for decisions made on the basis of information provided by the Provider, in particular where the final decision (e.g. submitting an application to customs) is made by the Client itself or by an intermediary it engages.

The Client is responsible for ensuring that the personal data of third parties (e.g. drivers, contact persons) contained in uploaded documents is lawfully at the Client's disposal, and that transferring it to the Provider does not conflict with the Client's own obligations to those persons.

§4 Service limitations and disclaimer of warranties

The Provider performs a structural and arithmetic review based on the data and agreements provided by the Client itself — not legal, tax or customs advice. A flagged discrepancy does not mean that a claim will be successful or that an amount will be recovered; no recovery outcome is guaranteed.

Status of the Report. The Report is a technical calculation ordered by the Client, with the source stated for each finding. It is not a legal opinion, an assessment of the merits of a claim, or evidence in itself. In a dispute it is used by the Client at their own discretion and in their own name; its evidentiary value is assessed by the body resolving the dispute.

Some modules are provided in beta — this is clearly stated on that module's page and in its terms of use (e.g. the Customs Module Terms of Use). A beta module's functionality may change without prior notice, and its accuracy is not guaranteed.

Continuous control

Scope of checking. In continuous control the Provider checks the documents submitted by the Client against that module's list of checks and within the limits of the data provided. The Provider does not guarantee that every discrepancy will be detected, and is not liable for discrepancies that could not be established from the documents the Client provided. Where the data is insufficient for a check, this is stated separately in the monthly report — the Provider does not say "no discrepancies found" when the true conclusion is "we cannot say".

Time limit. The Provider checks a document within one business day of its receipt at the address designated by the Provider. The time limit is counted in business days according to the calendar of the Client's country of establishment.

Submission threshold. The time limit set out in this section and the consequences attached to it apply only to documents received no later than 3 (three) business days before the payment due date stated in the document. Documents received later are also checked, but the Provider is not liable for the result of the check reaching the Client after the payment due date. The threshold follows from a practical calculation: one business day for the check, one for the Client to notify the obligated party, one for the issue of a corrected invoice.

Decision to pay. The Provider points out the discrepancy; the decision to pay, withhold or dispute an invoice is in all cases taken by the Client independently. The Provider is not liable for the Client's decision to pay an invoice in which the Provider has pointed out a discrepancy.

No projection without a historic audit. Continuous control may be ordered without a historic audit having been carried out. In that case the Provider has no data about the Client and provides no projection as to whether the subscription will pay off; such an assessment is given only where the results of that Client's historic audit are available.

§5 Billing

Invoices are issued in euro. Prices are stated excluding VAT unless stated otherwise; VAT is added in accordance with the laws of the Republic of Lithuania, and clients from other EU Member States with a valid VAT number are subject to the reverse-charge mechanism.

Invoices are payable within the period stated on the invoice, unless agreed otherwise. In the event of late payment, the Provider is entitled to charge 0.05% default interest for each day of delay on the outstanding amount and to suspend provision of the Service, having given prior written notice.

5.1 Success fee (gain-share)

Where billing is based on the amount actually recovered, the following conditions apply:

Three different periods, to avoid confusion. The contract mentions two more, and they do not measure the same thing:

If the figures appear inconsistent, the contract prevails: these are general terms, the contract is the individual agreement.

Case — a single finding set out in the Report. In the customs module a case corresponds to one customs declaration (MRN); in the excise module — to one periodic refund report.

Exception: container D&D audit. The cap and the floor do not apply to this module: the fee is 25% of the amount recovered, without limits. This is because a single D&D claim covers an entire set of invoices rather than an individual finding.

Exception: driver waiting time. No success fee is charged on driver waiting-time findings, in any market and under any circumstances. This is a deliberate restriction: the same finding benefits the carrier and disadvantages the cargo owner, and both are clients of the Provider.

Market restriction. For Clients whose billing country is Germany, the historic audit is provided at a fixed price only; no success fee invoice is issued to them.

When the fee arises. The fee is calculated only on an amount that the Client has actually recovered or by which the Client's payable debt has actually been reduced (set-off). A set-off is treated as an amount recovered on the day it is actually applied, not on the day it is agreed. Once the fee window has passed, an amount recovered later is not subject to the fee.

Duty to notify. The Client undertakes to notify the Provider of the outcome of a case — the amount recovered, a rejection, or a decision not to pursue — within 14 days of the day on which it received the relevant decision of the carrier, terminal or authority, or the funds. The Provider sends reminders on days 30, 60, 90 and 180 from issue of the Report. A case on which no response has been received within 180 days is closed as "not pursued"; this does not remove the Client's duty to notify if the outcome becomes known later within the fee window.

If it is established that the Client failed to report a recovered amount, the agreed fee and default interest apply, calculated from the day the notification should have been made.

5.2 Fixed price and subscription

The fixed price for a historic audit and the monthly fee for ongoing monitoring are set out on the pricing page. Where a fixed price is chosen, no success fee is charged for the same audit.

For these service types, the Agreement consists of these Terms and the Order submitted by the Client (plan, scope, price and term), confirmed by the Provider's invoice. No separate signed document is required; a separate signed agreement applies to the success fee relationship.

Scope of a fixed-price audit. The fixed price covers one archive audit for the period and document volume stated in the Order. The scope is agreed before work begins; if it is exceeded, the additional scope is priced separately or the Client chooses a shorter period.

Subscription volume and overage. Each plan covers the document volume stated in the Order and on the pricing page per billing month. If it is exceeded, additional documents are charged at the published overage rate; the Provider does not block the Service and does not reduce the volume on its own initiative.

Change of plan. The Client may change plan at any time; the change takes effect from the next billing month, and the fee for the current month is not recalculated.

Renewal and termination. The subscription renews automatically each billing month until the Client cancels it. Cancellation is possible at any time; the Service is provided until the end of the paid month, and a fee already paid is not refunded. A one-off fixed-price service cannot be cancelled after the audit has begun.

Price of the contract clause review. The price is fixed and based on the number of contracts reviewed: one contract -- EUR 390, two to five -- EUR 990, six to fifteen -- EUR 2 490; more -- on request. The price is the same in all markets, and no success fee applies to this service because there is no recovered amount -- the result works forward.

Credit against an audit. The price of the contract clause review is credited if the Client orders a historic audit or continuous control within 6 months of paying it. Reason: the clause profile is needed for the audit in any case, so it is not produced twice.

Annual review. Contracts are renewed, so the review is repeated annually. For Clients with continuous control the annual review is included in it at no extra charge; for others it costs EUR 290.

§6 Intellectual property

The software, algorithms, interface and related intellectual property belong to, or are lawfully used by, the Provider. The Agreement grants the Client no rights to them, other than the right to use the Service in accordance with these Terms.

Documents uploaded by the Client and the data extracted from them remain the Client's property. The Provider uses them only for the purpose of providing the Service, as described in the Data Processing Agreement.

§7 Confidentiality

Each party undertakes to protect the other party's confidential information obtained in the course of performing the Agreement, and to use it only for the purposes of performing the Agreement. This obligation applies during the term of the Agreement and for 3 years after its termination. It does not apply to information that is publicly available through no fault of a party, or that a party lawfully obtained from a third party.

§8 Processing of personal data

Personal data processing related to the provision of the Service is governed by the Privacy Policy and, where the Provider acts as a data processor for the Client's benefit, by the Data Processing Agreement. These Terms and the DPA complement one another; in the event of a conflict on matters of personal data processing, the DPA prevails.

§9 Limitation of liability

The Provider's liability under the Agreement, regardless of the basis of the claim, is in each case limited to the amount the Client paid the Provider during the 12 months preceding the event giving rise to the claim. This limit does not apply to damage caused intentionally or by gross negligence, or in cases where a limitation of liability is prohibited by mandatory law.

A separate limit applies to continuous control. Because in continuous control an undetected discrepancy means an actual expense for the Client rather than a benefit that did not materialise, the limit set out in the preceding paragraph is replaced for this service by the following:

• per event — the greater of: the amount of fees paid by the Client during the preceding 12 months, or EUR 5,000;
• in aggregate in any 12 months — EUR 25,000.

The exceptions for intent, gross negligence and mandatory law apply to this limit as well.

Remedy for an undetected discrepancy. If the Provider failed to detect a discrepancy that could have been established from the documents the Client provided, and the Client paid the invoice as a result, the Provider shall at the Client's request carry out the historic audit work on that document and prepare the claim documents without applying a success fee.

This remedy is the Client's sole and exclusive remedy in respect of an undetected discrepancy. Carrying it out does not constitute an acknowledgement of breach or of liability, does not alter the allocation of the burden of proof, and neither increases nor restarts the limits set out in this section.

Neither party is liable for indirect losses (lost revenue, lost business opportunity and similar).

Neither party is liable for failure to perform its obligations where this is caused by force majeure — events beyond that party's control which it could not reasonably have foreseen at the time the Agreement was formed.

§10 Term and termination of the Agreement

The Agreement is entered into for an indefinite period. Either party may terminate it by giving the other party 30 days' written notice; in the case of a monthly subscription, termination takes effect at the end of the current billing period.

Either party may terminate the Agreement immediately if the other party materially breaches the Agreement and fails to remedy the breach within 14 days of written notice.

Termination of the Agreement does not release the Client from the obligation to pay for services already provided up to the date of termination, or from the obligation to report recovered amounts under §5 where the relevant case was flagged or a claim was filed before termination. Return and deletion of data upon termination of the Agreement is carried out in accordance with Section 7 of the Data Processing Agreement.

§11 Amendments to these Terms

The Provider may amend these Terms by notifying the Client by email or via the portal no later than 30 days before the amendments take effect. If the Client does not raise a written objection within that period, the Client is deemed to accept the amendments. If the Client does not agree, it has the right to terminate the Agreement before the amendments take effect, without a termination fee.

§12 Governing law and dispute resolution

The Agreement is governed by the law of the Republic of Lithuania. Disputes arising out of or in connection with the Agreement shall be resolved through negotiation, and failing agreement, before the competent court of the Republic of Lithuania having jurisdiction over the Provider's registered office.

§13 General provisions

If any provision of these Terms is found to be invalid, this does not affect the validity of the remaining provisions. A party's delay or failure to exercise any right under the Agreement shall not be deemed a waiver of that right. The Client may not assign its rights and obligations under the Agreement to a third party without the Provider's prior written consent.

§14 Contacts

For questions about these Terms or the Agreement: info@demurrit.eu. UAB NVGroup, Elektrinės g. 8, 03150 Vilnius, Lithuania.