B2B API and Model Context Protocol access
1.1. These Tvarka Due Diligence Terms of Service (the Terms) govern access to and use of the Tvarka Due Diligence application programming interface, Model Context Protocol interface, documentation and related legal, information and ancillary services (the Services), including the rights, obligations and liability of the parties.
1.2. The Services are provided, according to their respective roles, by Advokato M. Kiškio kontora INVENT as the legal-services provider and Socialiniai algoritmai, UAB as the platform operator (together, the Service Providers). A reference to a Service Provider means one or both Service Providers acting within the relevant function. Their roles and details are identified in Section 15.
1.3. Tvarka Due Diligence is a business-to-business software-as-a-service solution that enables automated retrieval and delivery of information concerning Lithuanian legal entities and related due diligence products, together with related legal and evidentiary services where activated.
1.4. The Services are not intended for consumers. Every person using or arranging the Services acts for business, trade, craft or professional purposes or as a representative of a legal entity. Consumer-protection rules, including a 14-day withdrawal right, do not apply except where mandatory law provides otherwise.
1.5. A person accepting these Terms or signing the TPS on behalf of a Client confirms that the person is duly authorised to bind that Client and to arrange and use the Services on its behalf.
1.6. A Client must accept these Terms and enter into and sign a separate legal services agreement with INVENT (the TPS) before receiving Production Access. A person who does not agree to these Terms may not use the Services.
1.7. The TPS, the applicable order or onboarding record, and the Product Documentation may specify the activated Products, purposes, pricing, retention and other product-specific conditions. If these Terms conflict with the TPS on a matter specifically regulated by the TPS, the TPS prevails for that matter; these Terms otherwise continue to apply.
3.1. The Services do not create or use an end-user account, user profile, workspace or user login. The Client does not authenticate a Request with a username, password or electronic identity login. Each API or MCP Request is authenticated only by the API Key issued for the Client.
3.2. Before Production Access is issued, the Client must accept these Terms and sign the TPS. Client identification, authority checks, contracting and key issuance are completed during onboarding outside the API.
3.3. The Service Provider may, at its discretion, issue a Sandbox key before the TPS is signed. A Sandbox key does not create a Client account, does not constitute Production Access and may access only synthetic or test data.
3.4. An API Key identifies the Client and its permitted environment and Products. Every Request authenticated with that API Key is treated as a Request made by and for the Client, whether submitted directly by the Client or by an Authorised System.
3.5. The Client must keep each API Key confidential, store it securely, restrict it to Authorised Systems and authorised personnel, and prevent disclosure or use by any other person. The Client is responsible for activity performed with its API Key to the extent caused by its act or omission.
3.6. The Client must notify the Service Provider without undue delay if an API Key may have been lost, disclosed, compromised or misused. The Service Provider may rotate, suspend or revoke a key where reasonably necessary for security, compliance or service integrity.
3.7. The Service Provider may request additional information or documents where required by Lithuanian law or reasonably necessary to verify authority, security, legal compliance or proper provision of the Services.
4.1. Subject to activation, pricing and the Product Documentation, Tvarka Due Diligence Products may include:
4.2. The product family may later be expanded to include tax or social-security debt and employment indicators, financial statements, monitoring and alerts, mortgages or pledges and contractual-pledge-register information, sanctions screening, powers of attorney and authority-to-sign checks, historical records, reverse-holdings searches and other related due diligence modules.
4.3. Section 4.2 describes possible expansion areas only. It is not a commitment that any such Product is currently available or will be launched. An expansion Product applies to the Client only after it is activated and documented in the Product Documentation, an order, the TPS or a TPS supplement, as applicable. Monitoring or a Product that targets a natural person requires an express activation and any additional contractual safeguards specified by the Service Provider.
4.4. The specific functionality available to a Client depends on the Products, environment and commercial conditions activated for that Client. The Service Provider may update, change or supplement the Services and will give reasonable notice of a material change through the designated contract contact or another agreed channel.
4.5. An electronic signature or package supplied with a Response attests to the stated origin and integrity of that Response at the stated time. It does not convert the Response into an official register document, warrant the substantive correctness of Source System content or constitute a legal opinion unless expressly agreed in writing.
5.1. Each Request constitutes the Client's instruction to provide the selected Product under these Terms and the TPS, to retrieve the necessary data from the applicable Source Systems, and to incur the price shown for that Product where the Request is billable.
5.2. For every Request, the Client warrants that it has a lawful interest, a specified and legitimate due diligence purpose, and a valid legal basis for every processing operation it performs; that the Request is necessary and proportionate to that purpose; and that the Client will use each Response only lawfully and in accordance with these Terms, the TPS and applicable data-protection law.
5.3. The Client must provide a purpose or other required input where the Product Documentation or TPS requires it. The Client is responsible for the accuracy, legality and sufficiency of its inputs and for any decision, disclosure or further processing it makes using a Response.
5.4. The Service Providers, each within its role, warrant that all Production Data delivered through the Services are legitimately and lawfully obtained from the identified Source Systems or authorised archives through access channels available to them by law or contract, including INVENT's status and professional capacity as an advokatas where applicable.
5.5. The Service Providers maintain provenance controls intended to identify the source and retrieval context of Production Data and verify those provenance arrangements regularly on a reasonable best-efforts basis appropriate to the nature of the Product, the Source System and INVENT's professional capacity. This provenance warranty concerns the lawful origin and traceability of the data, not the substantive correctness of a Source System record.
5.6. The Service Providers are not state authorities and do not control the content, availability, update cycle or decisions of any Source System. Except for the express provenance warranties in Sections 5.4 and 5.5, the Service Providers do not warrant that a Response is complete, error-free, current as of any time after retrieval or suitable as the sole basis for a decision. The Client should verify material facts against the competent source where the consequence of error is significant.
5.7. Unless a monitoring Product is expressly activated, each Response is a separate point-in-time service. The Service Providers have no duty to monitor a subject, refresh a Response or notify the Client of a later change.
6.1. The standard charging principle is payment for actual use. A billable Product is charged at the price applicable when the Request is accepted and successfully answered. User seats or accounts are not a pricing unit unless an individual agreement expressly provides otherwise.
6.2. A Request that returns the defined no-data outcome, fails because of an upstream or Source System failure, or cannot deliver the requested signed tier is not charged, subject to the Product Documentation and the applicable order.
6.3. Usage may be aggregated and invoiced monthly or settled under another written arrangement. Invoices and usage records may identify the Product, target, purpose code, outcome, response identifier and applicable price to the extent stated in the TPS and Privacy Policy.
6.4. VAT is applied when required by applicable law. Prices published or quoted exclusive of VAT are increased by the applicable VAT amount.
6.5. The Service Provider is not itself a payment-services provider. Where a payment processor is used, payment processing is governed by that provider's applicable terms.
6.6. The Service Provider may change prices on reasonable advance notice. A price change applies only to future billable Requests or a future billing period, unless the Client and the Service Provider agree otherwise in writing.
7.1. The Client must use the Services lawfully, fairly and in good faith and must not infringe the rights of the Service Providers, data subjects, Source Systems or other third parties.
7.2. Automated Requests are expressly permitted through the documented API and MCP interfaces using a valid API Key, including Requests submitted by Authorised Systems and software agents. Automation remains subject to the activated Products, rate limits, security controls, TPS, Product Documentation and applicable law.
7.3. The Client must not:
7.4. The Client must implement reasonable technical and organisational measures for the security, access control and lawful use of API Keys, Requests and Responses. The Client remains responsible for its Authorised Systems and for human review where appropriate to the risk and purpose of an automated workflow.
8.1. The Services, software code, design, interface specifications, database structures, visual identity, trademarks and other intellectual property belong to the relevant Service Provider or another identified rights holder. The Client may not copy or use them except as necessary for lawful use of the Services.
8.2. Rights in information or materials supplied by the Client remain with the Client or the relevant rights holder. The Client grants the Service Providers and their subcontractors or processors a limited right to process those materials to the extent necessary to provide, support, secure and legally operate the Services.
8.3. Rights in official, public or third-party source data remain governed by applicable law and the relevant Source System terms. Subject to those rights and these Terms, the Client may use Responses for its internal business, legal, risk-management and due diligence purposes and may share them with its professional advisers or counterparties where reasonably necessary for the lawful stated purpose.
8.4. No right to resell, systematically redistribute or commercialise Responses as a standalone dataset is granted unless expressly agreed in writing.
9.1. Except for the express warranties in Sections 5.4 and 5.5 and any express warranty in the TPS, the Services are provided on an 'as is' and 'as available' basis. The Service Providers do not warrant uninterrupted availability and are not liable for disruption caused by circumstances reasonably outside their control, including communications failure, third-party or Source System unavailability, planned maintenance, malicious third-party conduct, or equipment or service failure.
9.2. The Service Providers are not liable for the legality or accuracy of Client inputs, for Source System errors or omissions, for a Client's failure to use a current Response, or for consequences caused by a Client's use, disclosure, combination or interpretation of a Response, except to the extent liability cannot lawfully be excluded.
9.3. To the extent permitted by applicable law, the Service Providers are not liable for indirect or consequential loss, including loss of profit, revenue, opportunity, goodwill or reputation.
9.4. To the extent permitted by applicable law, the aggregate liability of the Service Providers under these Terms is limited to the amount paid by the Client for the relevant Services during the three months preceding the event giving rise to liability, except where a limitation is prohibited by mandatory law.
10.1. Personal data are processed in accordance with the Tvarka Privacy Policy, which forms an integral part of these Terms, and with the TPS where applicable.
10.2. Unless expressly agreed otherwise in writing, the Client independently determines the purpose and means of its use and further processing of personal data contained in Requests and Responses and is responsible for its legal basis, transparency duties, data minimisation, accuracy controls, access restrictions and retention.
10.3. The Service Providers process and retain Request, usage, provenance, security and billing records for the periods and purposes stated in the TPS, Privacy Policy and Product Documentation and as required for legal compliance, professional duties, security, billing or the establishment, exercise or defence of legal claims.
11.1. Because the Services do not create an end-user account, there is no account to delete. The Client may stop using the Services at any time and may ask the Service Provider to revoke an API Key and terminate access, subject to outstanding payment, retention and other surviving obligations.
11.2. Requests concerning personal data or contract records are handled under the Privacy Policy, the TPS and applicable law. Revocation of a key does not require deletion of records that must or may lawfully be retained.
11.3. The Service Provider may temporarily restrict, suspend or terminate access or revoke a key if the Client breaches these Terms or the TPS, fails to pay an amount when due, creates a security or legal-compliance risk, or where required by law, a Source System or a competent authority.
11.4. If access is terminated because of the Client's breach, amounts already paid are not refundable. Accrued payment obligations and provisions intended by their nature to survive termination remain effective.
12.1. A party is relieved from liability for failure to perform to the extent caused by a force majeure event that the party could not control or reasonably foresee, subject to applicable law.
13.1. The Service Provider may amend these Terms. Amendments will be published with the Services and, for a material amendment, notified to the Client through the contract contact or another agreed channel within a reasonable period before taking effect.
13.2. Continued use of the Services after an amendment takes effect constitutes acceptance of the amended Terms. An amendment to these Terms does not amend a signed TPS where the TPS requires a written signed amendment.
14.1. These Terms are governed by the law of the Republic of Lithuania.
14.2. The parties will first seek to resolve a dispute through good-faith negotiations. If no agreement is reached, the dispute is submitted to the competent court at the registered office of the relevant Service Provider, unless applicable mandatory law requires otherwise.
15.1. Tvarka.pro is operated as a joint activity of Advokato M. Kiškio kontora INVENT and Socialiniai algoritmai, UAB. The Service Providers' respective roles, legal entity codes, VAT numbers and addresses are available at https://tvarka.pro/apie-mus/.
15.2. General Tvarka.pro contact details are available at https://tvarka.pro/kontaktai/. Notices under a TPS may also be sent through the contact channel stated in that TPS.