Terms of Service

Plain-language summary

You buy a service from us; we deliver it under Lithuanian law. Consumers have a 14-day right of withdrawal with one important exception. Business clients are governed by these Terms together with the signed engagement letter. We own our methodologies, systems, and underlying know-how; you own your data and the final deliverables we make for you. Both sides keep the other's confidential information confidential. Disputes go first to direct conversation; if that fails, to the Lithuanian courts.

1. Parties

These Terms are a binding contract between you ("you", "Client") and:

ARK Team, UAB ("we", "us", "MAKplanet"),
a private limited liability company registered in Lithuania.
Company code: 305788714
VAT ID: LT100014194811
Registered office: P. Vileišio g. 31-74, LT-10202 Vilnius, Lithuania
Email: ari@makplanet.com
Phone: +370 630 39591

These Terms govern your use of makplanet.com,app.makplanet.com, and any service we provide, together with any signed engagement letter or statement of work ("Engagement Letter"). If there is a conflict between these Terms and an Engagement Letter, the Engagement Letter prevails for that engagement.

2. Who these Terms apply to (consumer vs business)

Where you act outside your trade, business, craft, or profession you are a consumer under Lithuanian Civil Code Art. 1.39 and Directive 2011/83/EU; the provisions of section 8 (right of withdrawal) apply to you. Where you act in the course of your business or for a legal entity, you are abusiness client; the right of withdrawal in section 8 does not apply, and section 12 (limitation of liability, etc.) is read without consumer-protection carve-outs.

3. Our services

We provide three primary service paths. Detailed scope is set out on app.makplanet.com and in the Engagement Letter you receive before work begins.

3.1 Personal Digital Consulting

A private 90-minute consultation with MAKplanet's lead consultant, a written roadmap document prepared for you, 30 days of email follow-up, and access to our community (where available).

Indicative price: €297 (VAT added where applicable). Paid in advance.

3.2 Business Digital Consulting

A discovery call, an on-site visit at your business including AI demonstration on representative data, a 14-day strategy document with concrete steps, and 60 days of follow-up consulting access.

Indicative price: €2,500 (VAT added where applicable). Paid in advance unless agreed otherwise in the Engagement Letter.

3.3 Family Office Engagement

A private discovery meeting, a custom architecture proposal, on-site implementation, quarterly visits, and direct access to MAKplanet's lead consultant.

Price agreed individually in the Engagement Letter. Work begins after the Engagement Letter is signed and the initial invoice is paid.

We may revise, replace, or retire service offerings from time to time. Current offerings are published atapp.makplanet.com. Changes do not affect services already purchased.

4. Ordering, formation of contract, and confirmation

1. You select a service on app.makplanet.com.
2. You enter the information we need to invoice and contact you (name, email, organisation and VAT number where applicable).
3. You pay via our EU-licensed payment processor (currently Stripe Payments Europe, Limited; see Privacy Policy section 7).
4. You receive an automatic confirmation email and, where applicable, a booking link.
5. You book the scheduled time that suits you.
6. For Business and Family Office engagements, we send an Engagement Letter for signature before work begins.

A binding contract is formed when you receive the confirmation email for Personal Digital Consulting, or when the Engagement Letter is signed by both sides for Business and Family Office engagements.

5. Pricing, payment, and taxes

• All prices on app.makplanet.com are in euros (EUR).
• Lithuanian VAT is added where required by law. For EU business customers with a valid VAT number, the reverse-charge mechanism applies where conditions are met.
• Payment is due before service begins unless the Engagement Letter agrees a different schedule.
• For ongoing retainer or subscription engagements, recurring invoices are issued in advance for the upcoming period.
• If a payment is more than 14 days overdue on a retainer engagement, we may suspend service until payment is received. Suspension does not terminate the engagement and accrued fees remain payable.
• Late-payment interest may be charged to business clients at the rate set by the Lithuanian Law on the Prevention of Late Payment in Commercial Transactions.

6. What we agree to do (our service obligations)

• Deliver the services described in your Engagement Letter or service description with reasonable skill and care in accordance with Lithuanian Civil Code Art. 6.717 (services contract).
• Arrive on time, prepared, and act professionally.
• Keep what you tell us about your business confidential under section 11.
• Respond to engagement-related messages within two business days during the engagement.
• Prefer EU-aligned infrastructure for processing your data and disclose all sub-processors in our Privacy Policy section 7.
• Tell you when we do not know something rather than guess.
• Comply with applicable Lithuanian and EU law in providing the services, including GDPR and the EU AI Act.

7. What you agree to do (your obligations)

• Give accurate information about yourself and, where applicable, your business.
• Show up to scheduled calls or give us at least 24 hours' notice if you cannot.
• Pay agreed amounts on time.
• Honour confidentiality obligations under section 11.
• Make decisions about your business yourself. We advise — you decide.
• Use deliverables only within the licence granted in section 10.
• Not attempt to reverse-engineer or replicate the underlying systems, prompts, configurations, integration patterns, or model selection logic that we use to produce the deliverables (see section 10.4 and section 11.4).

8. Right of withdrawal (consumers only)

If you are a consumer, you have the right to withdraw from this contract within 14 days without giving any reason, under Directive 2011/83/EU and Articles 6.228¹⁰–6.228¹¹ of the Lithuanian Civil Code.

To withdraw, send an unequivocal statement toari@makplanet.com before the 14-day period expires. You may use the model withdrawal form in Annex I(B) of Directive 2011/83/EU but you are not required to.

8.1 Early service start — express consent

If you ask us to begin performance during the 14-day withdrawal period (for example, by booking and attending the consultation call before 14 days have passed), and you expressly request and acknowledge that, by doing so, you will lose your right of withdrawal once the service has been fully performed, then your right of withdrawal is forfeited on full performance, as permitted by Article 16(a) of Directive 2011/83/EU. The checkout flow asks for that express request and acknowledgement; without it, the service will not start until the 14-day window has expired.

8.2 Refunds on withdrawal

• Withdrawal before the service has started: full refund within 14 days of receiving your withdrawal notice.
• Withdrawal after the service has partially started (with prior express consent): pro-rata refund for the part not yet performed.
• Withdrawal after the service has been fully performed (with prior express consent under section 8.1): no refund.

8.3 Business clients

The 14-day right of withdrawal does not apply to business clients under Directive 2011/83/EU. Cancellation, refund, and termination terms for business clients are set in the Engagement Letter.

9. Rescheduling, cancellation, and termination

• You may reschedule a booked call free of charge with at least 24 hours' notice.
• Less than 24 hours' notice or no-show: the call is treated as delivered.
• If we cancel a call, we reschedule at no charge or, at your election, refund.
• Monthly retainer engagements may be terminated by either side with 30 days' written notice. Family Office Engagement Letters may set a longer notice period; the Engagement Letter prevails.
• Either side may terminate for material breach not cured within 14 days of written notice.
• Termination does not affect rights or obligations accrued before termination, including payment of fees for work performed.

10. Intellectual property and licence

10.1 What you bring (Client Materials)

You retain ownership of all data, documents, recordings, brand assets, and information you provide to us ("Client Materials"). By providing Client Materials to us you grant us a non-exclusive, non-transferable licence to use them solely to provide the services and produce the Deliverables.

10.2 What we deliver to you (Deliverables)

The specific tangible outputs we agree to produce for you under an Engagement Letter — for example, a written strategy document, a bespoke architecture diagram, a configured workflow, a delivered asset — are the "Deliverables". Subject to full payment of the fees due for the engagement, we transfer to you ownership of the Deliverables themselves, except for any pre-existing or generally reusable components described in section 10.3.

10.3 What we keep (MAKplanet IP)

We retain all right, title, and interest, including all intellectual property rights, in:

• the MAKplanet name, brand, logos, and identity elements;
• our methodologies, frameworks, playbooks, discovery processes, and engagement architectures;
• our prompts, prompt templates, prompt-engineering patterns, and system instructions;
• our model-selection logic, routing logic, and orchestration patterns across AI systems;
• our infrastructure architecture, deployment patterns, and configuration know-how;
• our reusable software components, scripts, workflow definitions, and integration patterns;
• any tools, templates, or reference material we developed before, in parallel with, or independently of the engagement;
• aggregate learnings, performance benchmarks, and anonymised insights derived from any engagement that improve our systems for future work (collectively, the "MAKplanet IP").

MAKplanet IP is our property regardless of whether elements of it are visible in or embedded within a Deliverable.

10.4 Licence to use Deliverables; restrictions

Where a Deliverable embeds or relies on MAKplanet IP (for example, a workflow that calls our prompt logic), we grant you a perpetual, worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable licence to use that Deliverable for your internal business purposes for which it was commissioned. You may not, and may not permit any third party to:

• reverse engineer, decompile, disassemble, or attempt to derive the underlying logic, prompts, configurations, or model-selection patterns;
• copy, reuse, redistribute, sublicense, or resell the Deliverable or its underlying components as a product or service to third parties;
• use the Deliverable to train any AI model in a way that exposes our IP to public or third-party AI systems;
• remove or alter any attributions, notices, or watermarks we apply to AI-generated content under EU AI Act Article 50.

Any rights not expressly granted are reserved by MAKplanet.

10.5 Aggregate learnings

We may use anonymised, aggregated, or de-identified insights and patterns derived from delivering services — none of which identifies you, your business, or your specific situation — to improve our services, publish educational content, and produce case studies. We will not publish anything that identifies you without your prior written permission.

10.6 AI-generated content within Deliverables

Some Deliverables include material generated with the assistance of AI systems. We disclose this to you in line with the EU AI Act Article 50 (see Privacy Policy section 6). You acknowledge that AI-generated content carries inherent limitations, including the possibility of factual error, and that the human review we perform reduces but does not eliminate that risk. Final decisions on use of AI-generated content in your business remain yours.

11. Confidentiality and trade secrets

11.1 Mutual confidentiality

Each party may receive information from the other that is identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Each party agrees:

• to use the other party's Confidential Information solely to perform or benefit from the engagement;
• not to disclose it to third parties except to its own personnel, professional advisers, and sub-processors who are bound by confidentiality obligations at least as protective as these Terms;
• to apply at least the same standard of care to the other party's Confidential Information as it applies to its own confidential information of similar importance, and in any event no less than reasonable care.

11.2 What is confidential — MAKplanet side

Without limiting the general definition above, MAKplanet's Confidential Information includes the MAKplanet IP described in section 10.3, our pricing logic and commercial terms, our internal processes, our supplier relationships and sub-processor configurations, and any technical or commercial information disclosed during the engagement that is not publicly available.

11.3 What is confidential — Client side

Client Confidential Information includes Client Materials, your business plans, financial information, customer data and lists, and any other information you mark as confidential or that a reasonable person would understand to be confidential.

11.4 Trade secrets

The parties agree that, to the extent the categories of MAKplanet IP and Client Confidential Information described above meet the conditions of Article 2(1) of Directive (EU) 2016/943 and Article 2(8) of the Lithuanian Law on Protection of Trade Secrets, they constitute trade secrets of the disclosing party. Each party will take reasonable steps to maintain the secrecy of the other party's trade secrets and acknowledges that unauthorised acquisition, use, or disclosure may give rise to the remedies set out in that Law, including injunctive relief and damages.

11.5 Exceptions

Confidentiality obligations do not apply to information that:

• is or becomes public other than through the receiving party's breach;
• was lawfully in the receiving party's possession without obligation of confidence before disclosure;
• is independently developed without use of the disclosing party's Confidential Information;
• is required to be disclosed by law, by a regulator, or by a competent court — in which case the receiving party will, where lawful, give prompt notice so the disclosing party can seek a protective order.

11.6 Survival

Confidentiality obligations survive termination of the engagement for a period of five (5) years. Trade-secret obligations under section 11.4 survive for as long as the information continues to meet the legal definition of a trade secret.

11.7 NDA on request

For Family Office Engagements and other sensitive matters, we sign a separate mutual Non-Disclosure Agreement on request, in addition to these Terms.

12. Warranties and liability

12.1 Our warranties

We warrant that we will perform the services with reasonable skill and care and in compliance with Lithuanian and EU law applicable to our delivery. We do not warrant that the services or any Deliverable will produce any specific business outcome (for example, a particular increase in revenue or customers). Business outcomes depend on factors outside our control.

12.2 Disclaimers

• We are not providers of legal, financial, tax, medical, or other regulated advice, and we do not represent ourselves as such. Where you need such advice you should retain a licensed professional.
• Third-party tools, platforms, and AI services we use are external services; we are not responsible for their independent outages or changes of terms, although we will work in good faith to mitigate impact.
• AI-generated content carries inherent limitations (see section 10.6).

12.3 Liability cap

To the maximum extent permitted by Lithuanian law, our total aggregate liability to you for all claims arising out of or relating to an engagement is limited to the total fees paid by you to us for that engagement in the twelve (12) months immediately preceding the event giving rise to the claim, or — for engagements shorter than twelve months — the total fees paid for that engagement.

12.4 Excluded losses

To the maximum extent permitted by Lithuanian law, neither party is liable for indirect, consequential, special, or punitive losses, including loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, or loss of data, even if foreseeable.

12.5 What cannot be limited

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under Lithuanian law, including liability for: death or personal injury caused by negligence; intentional misconduct; gross negligence; or — for consumers — the non-derogable rights granted under Lithuanian and EU consumer protection law.

12.6 Indemnity

Each party will indemnify the other against losses, damages, and reasonable legal costs arising from a third-party claim that the indemnifying party's wrongful act or omission, breach of these Terms, or infringement of the third party's rights caused that claim. Indemnification is conditioned on the indemnified party giving prompt notice, allowing the indemnifying party to control the defence, and cooperating reasonably.

13. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including war, armed conflict in our operating region, natural disasters, internet infrastructure failures, sustained electricity outages, governmental restrictions, or pandemic-related restrictions. If a force majeure event continues for more than 30 days, either party may terminate the affected engagement and receive a pro-rata refund for the portion of the service not yet performed.

14. Personal data

Our processing of personal data is described in ourPrivacy Policy. Where we act as a processor on your behalf — for example, when an engagement involves us handling your customers' personal data — that processing is governed by a Data Processing Agreement we sign with you under GDPR Article 28. A DPA template is available on request fromari@makplanet.com.

15. Disputes, governing law, and jurisdiction

We prefer to resolve disagreements through direct conversation. Please write first to ari@makplanet.com stating the issue and the outcome you are seeking.

These Terms and any engagement under them are governed by the laws of the Republic of Lithuania, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

Subject to mandatory consumer protection rules:

• Business clients: any dispute arising out of or in connection with these Terms or an engagement is subject to the exclusive jurisdiction of the competent courts of the Republic of Lithuania, with venue in Vilnius.
• Consumers: you may bring proceedings in the courts of your country of residence in the EEA in line with Regulation (EU) 1215/2012 (Brussels I recast). You may also use the EU Online Dispute Resolution platform at ec.europa.eu/odr.

16. Changes to these Terms

We may update these Terms from time to time. We will publish the updated version with a new effective date and, for ongoing engagements, give notice of material changes by email. Unless we and you agree otherwise, the Terms in effect when you purchased the service apply to that service. Continued use of our services after notice of a change to these Terms constitutes acceptance of the updated version for any new purchases.

17. Notices

Notices to us go to ari@makplanet.com with copy by post to the registered office in section 1. Notices to you go to the email address you provided at order or to the address set in your Engagement Letter.

18. General

• Assignment. You may not assign these Terms or any engagement without our prior written consent. We may assign to a successor in interest in connection with a corporate reorganisation or sale.
• Severability. If any provision is found unenforceable, the rest remains in force; the unenforceable provision is replaced with one that comes closest to the parties' original intent and is enforceable.
• No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
• Entire agreement. These Terms, the Privacy Policy, any Engagement Letter, and any DPA constitute the complete agreement between the parties on the subject matter and supersede prior discussions and writings.
• Language. The English version is the operative version. A Lithuanian translation may be provided on request; in case of conflict, the English version prevails unless mandatory Lithuanian consumer-protection rules require otherwise.

19. Contact

Questions about these Terms: ari@makplanet.com. Postal: ARK Team, UAB — P. Vileišio g. 31-74, LT-10202 Vilnius, Lithuania.