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1. SUBJECT OF THE AGREEMENT

1.1. Under this Agreement, the Lessor undertakes to provide the Lessee with the vehicle or vehicles specified in Annex No. 1 to this Agreement, “Acceptance-Transfer Act”, which forms an integral part of this Agreement, for temporary possession and use for the rental fee specified in the “Acceptance-Transfer Act”, and the Lessee undertakes to use the vehicle or vehicles in accordance with the terms and procedures established in this Agreement, to pay the vehicle rental fee, and to fulfil other obligations assumed under this Agreement.

1.2. When providing the services specified in Clause 1.1 of this Agreement, the Lessor shall also provide vehicle maintenance services, compulsory motor third-party liability insurance and comprehensive (CASCO) insurance services, summer and winter tyres for the vehicle (depending on the season), as well as tyre replacement services at the Lessor’s expense.

1.3. If the Lessee is a legal entity, upon signing this Agreement, the Lessee’s representative shall provide the Lessor with a valid authorization from the Lessee to enter into an agreement of this nature, as well as an identity document.

1.4. If the Lessee is a legal entity, only the Lessee or the Lessee’s employee(s) who meet the conditions specified in this Agreement shall be entitled to drive the Lessor’s vehicle(s).

1.5. In this Agreement, the term Lessee shall also include persons driving the Lessor’s vehicle(s) to whom the Lessee has granted such rights. The Lessee shall assume full liability (legal, financial, etc.) for such persons and for the consequences caused by their actions when operating the Lessee’s vehicles.

2. VEHICLE(S) HANDOVER-ACCEPTANCE

2.1. The Lessor shall hand over the vehicle(s) to the Lessee at the Lessor’s business address: Dubijos g. 30A, LT-77208 Šiauliai, or, by separate agreement, at another agreed location. If the vehicles are handed over at another agreed location, the Lessor may charge an additional fee for this service.

2.3. The Lessee must accept the vehicle(s) during the Lessor’s business hours. The Lessor’s business hours on working days are from 08:00 to 17:00 (hereinafter – Business Hours). Outside the Lessor’s Business Hours, the vehicle(s) may be handed over by separate agreement, and the Lessor may charge an additional fee for this service.

2.4. Together with the vehicle(s), the Lessor shall provide the Lessee with the vehicle ignition key, the vehicle registration certificate, the mandatory technical inspection document, and the compulsory motor third-party liability insurance certificate.

2.5. The Lessor shall hand over the vehicle(s) to the Lessee with a full fuel tank and a set of vehicle accessories (a spare wheel (if a designated space for it is provided in the vehicle(s)), a first-aid kit, a reflective vest, etc.), unless otherwise agreed.

2.6. Before starting to use the vehicle(s), the Lessee undertakes to inspect the vehicle(s) and, upon determining that there are obvious externally visible damages to the vehicle or that any of the documents specified in Clause 2.4 of this Agreement or other vehicle accessories (a spare wheel (if a designated space for it is provided in the vehicle), a first-aid kit, a reflective vest, etc.) are missing, undertakes to immediately notify the Lessor thereof and to indicate such deficiencies in writing in the vehicle “Acceptance-Transfer Act”.

2.7. By signing the vehicle “Acceptance-Transfer Act”, the Lessee confirms that the vehicle(s) has/have been received in proper working order and good technical condition, together with all additional accessories, including those specified in Clause 2.4 of this Agreement, or with the deficiencies or discrepancies indicated in the “Acceptance-Transfer Act”. Any deficiencies or damage not specified in the vehicle “Acceptance-Transfer Act” shall be deemed to have occurred during the Lessee’s period of use of the vehicle, and the Lessee shall be liable for them.

3. RETURN OF THE VEHICLE(S)

3.1. The Lessee must return the vehicle(s) to the Lessor at the Lessor’s business address: Dubijos g. 30A, 77208 Šiauliai, or, by separate agreement, at another agreed location. If the vehicles are returned at another agreed location, the Lessor may charge an additional fee for this service.

3.2. The Lessee must return the vehicle(s) during the Lessor’s Business Hours. Outside the Lessor’s Business Hours, the vehicle(s) may be returned by separate agreement, and the Lessor may charge an additional fee for this service.

3.3. The Lessee must return the vehicle(s) to the Lessor with a full fuel tank, unless otherwise agreed. If the Lessee returns the vehicle(s) with a fuel tank that is not full, the Lessee undertakes and agrees to pay the Lessor EUR 2.00 (Two euros and 00 cents) for each missing litre of fuel.

3.4. The Lessee must return the vehicle(s) with a clean interior and exterior; otherwise, an interior cleaning fee of EUR 20.00 (Twenty euros and 00 cents) and a washing fee of EUR 20.00 (Twenty euros and 00 cents) shall be charged.

3.5. The Lessee must return the vehicle(s) to the Lessor in no worse condition than that in which the Lessee received it/them, taking into account normal wear and tear. Abnormal wear and tear shall include:

3.5.1. Broken, deformed, or otherwise damaged parts.

3.5.2. Cracks, dents, scratches, or deformed trim strips.

3.5.3. Wear of the paint coating resulting from intensive vehicle washing or cleaning. 3.5.4. Poorly performed repairs and/or defects resulting from such repairs.

3.5.5. Cracks, scratches, breakage, or other defects to lights, panels, or instrument panels.

3.5.6. Burned, torn, stained, or otherwise damaged passenger compartment or vehicle interior components.

3.6. At the Lessee’s request, the Lessor shall have the right to reserve the vehicle(s) for the Lessee. If the Lessee is more than 2 (two) hours late in accepting the vehicle, the Lessor shall have the right to cancel the reservation without prior notice to the Lessee.

4. USE OF THE VEHICLE AND INSURANCE

4.1. The Lessee is fully responsible for ensuring that persons driving the Lessor’s vehicle(s) hold valid driving licences authorising them to drive the relevant vehicle category and meet all other statutory requirements applicable to drivers.

4.2. The Lessee is prohibited from allowing persons who are intoxicated with alcohol (a detected alcohol level above 0 per mille) or under the influence of narcotic, psychotropic, or other psychoactive substances to drive the vehicle(s). The Lessee undertakes to ensure that the person driving the Lessor’s vehicle is sober (a detected alcohol level above 0 per mille) and not under the influence of narcotic, psychotropic, or other psychoactive substances.

4.3. The Lessee is prohibited from allowing persons to drive the vehicle(s) if they do not have the right to drive, that right has been revoked, or their entitlement does not cover the relevant vehicle category.

4.4. The Lessee must not drive while ill or fatigued if this could endanger road safety or the vehicle.

4.5. Smoking is prohibited in the Lessor’s vehicles provided to the Lessee.

4.6. The vehicle(s) must not be entrusted for driving to natural persons or legal entities unrelated to the Lessee.

4.7. Without the Lessor’s consent, the Lessee must not sublet the vehicle(s) or transfer it/them to third parties on any other basis.

4.8. Without the Lessor’s consent, animals must not be transported in the vehicle(s) unless kept in specially adapted carriers that ensure the vehicle remains clean.

4.9. The Lessee must not leave the vehicle(s) unattended while unlocked or with the windows or sunroof open.

4.10. The Lessee must not operate the vehicle(s) when its/their participation in road traffic is restricted.

4.11. The Lessee must not use the vehicle(s) to carry passengers for payment.

4.12. The Lessee must not use the vehicle(s) provided for driving instruction.

4.13. The Lessee must not use the vehicle(s) to tow other vehicles or trailers. Before renting the vehicle(s), the Parties may enter into a separate agreement permitting towing of vehicles or trailers. This must be recorded in the “Acceptance-Transfer Act”.

4.14. The Lessee must not use the vehicle(s) to commit criminal acts or administrative offences.

4.15. The Lessee must not use the vehicle(s) in motor races, sporting events, or other events where road safety requirements or traffic rules are not observed.

4.16. The Lessee must not drive the vehicle(s) through water (other than water on the road surface), on frozen bodies of water, off-road, on beaches, or on surfaces unsuitable for vehicle traffic.

4.17. The Lessee must not use the vehicle(s) to transport flammable liquids and substances, explosives, or items whose transportation, possession, or use is prohibited by the laws of the Republic of Lithuania or the country where the vehicle is located.

4.18. The Lessee must not use the vehicle(s) to carry heavy loads whose combined weight with the vehicle would exceed the gross vehicle weight specified in the registration document.

4.19. The Lessee shall and undertakes to use the vehicle(s) with the care of a prudent owner (attentively, carefully, and cautiously), in accordance with its intended purpose, the requirements and recommendations of the manufacturer and the Lessor, and the provisions of this Agreement, and to ensure its security throughout the rental period.

4.20. The Lessee shall and undertakes to use the vehicle(s) in compliance with applicable Road Traffic Rules and the prohibitions laid down in the Criminal Code and the Code of Administrative Offences of the Republic of Lithuania. When using the vehicle abroad as permitted by this Agreement, the Lessee shall comply with that country’s traffic rules and applicable prohibitions.

4.21. If the vehicle(s) breaks down, a dashboard warning light comes on, suspicious unusual sounds are heard, or a traffic accident occurs, the Lessee shall immediately notify the Lessor on +37068504545 or +37065803407, refrain from operating the vehicle(s) without the Lessor’s consent, and follow the Lessor’s instructions.

4.22. If any circumstances arise that may affect proper performance of the Lessee’s obligations under this Agreement, a traffic accident occurs, or any circumstances cause or may cause damage to the vehicle(s), the Lessee shall immediately notify the Lessor on +37068504545 or +37065803407, refrain from operating the vehicle(s) without the Lessor’s consent, and follow the Lessor’s instructions. The Lessee shall also notify the appropriate emergency services if the incident falls within their remit and explain the circumstances in detail.

4.23. Whenever refuelling the vehicle(s), the Lessee shall ensure that the fuel is suitable for the rented vehicle. Before using the vehicle(s), the Lessee shall check the oil, coolant, and windscreen washer fluid levels and tyre pressure, ensure that the vehicle is operated only when the required minimum levels and pressure are met, and inspect both the interior and exterior for possible damage.

4.24. The Lessee shall arrange for the vehicle(s) to be serviced, maintained, and repaired by the Lessor or at a service centre designated by the Lessor.

4.25. When using the vehicle(s), the Lessee shall comply with the insurance rules, instructions, and requirements established by the vehicle’s insurer.

4.26. While using the vehicle(s), the Lessee shall at its own expense refuel it/them, clean the exterior and interior, replenish windscreen washer fluid, pay road tolls, access and parking charges, and cover all other running expenses. 4.27. If the Lessor receives a notice concerning an unpaid road toll, the Lessee undertakes and agrees to reimburse the Lessor’s expenses.

4.28. The Lessee shall not drive the vehicle(s) more than 400 km per day. Mileage is calculated over the total rental period, with a maximum of 6000 km per month. Each additional 100 km is charged at EUR 20.00 (twenty euros and 00 cents).

4.29. Unless otherwise agreed, the vehicle may be used only within the European Union, excluding Great Britain.

5. PAYMENT FOR SERVICES

5.1. The vehicle rental fee, including VAT, is specified in the “Acceptance-Transfer Act”.

5.2. For short-term vehicle rental (up to 6 months), the Lessee shall pay the entire rental fee when signing this Agreement, unless the Parties agree otherwise.

5.3. If the vehicle(s) is returned earlier than specified in the “Acceptance-Transfer Act”, the rental fee shall not be refunded.

5.3. For long-term rental, before handing over the vehicle(s), the Lessor may require the Lessee to make an advance payment, which shall be credited towards the rental fee. The advance amount is specified in the pro forma invoice provided by the Lessor.

5.4. For long-term rental, the Lessee undertakes to pay the rental fee within 10 calendar days of the invoice date.

5.5. The vehicle rental fee includes the charge for renting the vehicle, motor third-party liability and comprehensive insurance (CASCO), and vehicle servicing.

5.6. All amounts payable under this Agreement shall be paid in euros (EUR) by bank transfer to the Lessor’s bank account against the invoices issued. The payment date shall be the date when the payment is credited to the Lessor’s bank account or an accounting document confirming receipt of cash is issued.

5.7. The Lessee agrees that invoices issued by the Lessor under this Agreement may be in paper or electronic form. Electronic invoices sent by the Lessor to the Lessee’s email address specified in this Agreement shall be deemed duly delivered on the next working day after dispatch.

5.8. If VAT changes in accordance with the legislation applicable on the invoice date (the VAT rate in force on the date of this Agreement is 21% (twenty-one percent)), the price of the Services shall be recalculated using the new applicable VAT rate in force when the obligation to calculate VAT arises.

5.9. Without the Lessor’s prior written consent, the Lessee may not set off or deduct any amounts from the rental fee or other amounts payable to the Lessor.

5.10. If the Lessee misses the payment deadline for any amount due under this Agreement, it shall pay the Lessor late-payment interest of 0.04% of the overdue amount for each day of delay.

6. SECURITY DEPOSIT

6.1. The Lessor may require the Lessee to pay a security deposit to secure proper performance of the Lessee’s obligations under this Agreement. The deposit shall be returned within 1 (one) working day after the vehicle is returned to the Lessor, or at the time of return, less contractual penalties, losses, and any damage suffered by the Lessor due to improper performance of the Lessee’s obligations. The Parties agree that if this Agreement is terminated due to the Lessee’s fault before the rental period expires, the unused portion of the deposit shall be treated as a contractual penalty and shall not be refunded. Retention of the unused portion does not release the Lessee from the obligation to compensate the Lessor for losses exceeding the retained deposit.

6.2. The security deposit amount is specified in the vehicle’s “Acceptance-Transfer Act”.

6.3. The Lessor is not required to pay interest on the security deposit.

7. LIABILITY

7.1. The Lessee is fully responsible for the vehicle(s) from handover to the Lessee until proper return to the Lessor. The Lessee also bears liability as the person in control of the vehicle as a source of increased danger.

7.2. If, between handover to the Lessee and proper return to the Lessor, the vehicle(s) is confiscated, damaged, destroyed, stolen, or otherwise lost against the Lessor’s will, the Lessee shall notify the Lessor: a) immediately by calling +37068504545 or +37065803407 if the nature of the incident requires the police to be called; b) within 1 (one) working day of the incident if the police are not required. The Lessee shall provide the information by email to carrent@nggroup.lt or by calling +37068504545 or +37065803407; failure to do so makes the Lessee liable for all damage caused. The Lessee shall compensate the Lessor for damage not reimbursed by the vehicle’s insurer or, in the case of an uninsured event, all damage suffered by the Lessor, and shall also pay the rental fee for the entire period of vehicle use during repairs. Other legal consequences provided for in this Agreement, including contractual penalties and compensation for losses, also apply.

7.3. If an insured event occurs and the insurer applies an unconditional deductible (excess), or if the damage does not exceed that deductible, the Lessee shall reimburse the Lessor’s expenses accordingly by paying the EUR 200 deductible (excess) or compensating the Lessor for the damage caused.

7.4. If, when returned to the Lessor, the vehicle’s interior and/or exterior is dirtier than would result from normal use, the Lessee shall, at the Lessor’s request, pay a penalty of EUR 50.00 (fifty euros and 00 cents). If the vehicle-related expenses exceed this penalty or the dirt cannot be removed by ordinary means, the Lessee shall reimburse all losses incurred by the Lessor, including replacement of parts or materials where necessary.

7.5. If the Lessee loses or damages the vehicle’s ignition key, registration certificate, or mandatory technical inspection document, EUR 200.00 (two hundred euros and 00 cents) shall be payable for each violation.

7.6. The Lessee undertakes to pay the Lessor a penalty of EUR 300.00 (three hundred euros and 00 cents) for each violation specified in section 4 of this Agreement, except clause 4.2.

7.7. The Lessee undertakes to compensate in full for damage arising in the circumstances specified in clause 3.5.

7.8. The Lessee undertakes to pay EUR 500.00 (five hundred euros and 00 cents) for each breach of clause 1.4.

7.9. The Lessee undertakes to pay a penalty of EUR 1000.00 (one thousand euros and 00 cents) for a breach of clause 4.2. 7.10. All contractual penalties provided for in this Agreement shall be deemed the Lessor’s minimum losses, which need not be proven.

8. CONSENT TO PROCESS PERSONAL DATA

8.1. By signing this Agreement, the Lessee agrees and confirms that, in complying with statutory requirements and conducting its business, the Lessor may process the Lessee’s personal data on the basis of this Agreement and consent for the following purposes:

8.1.1. to establish my identity;

8.1.2. to properly and comprehensively assess the Lessee’s ability to fulfil obligations, including financial obligations, assumed under agreements contemplated, being concluded, or already concluded on the basis of this Agreement;

8.1.3. to administer concluded agreements and manage outstanding debts;

8.2. By signing this Agreement, the Lessee agrees and confirms that if the Lessee delays fulfilling its obligations for more than 30 days, the Lessor may provide credit bureaus with information about the Lessee’s identity, contact details, and credit history, namely financial and property obligations and their performance, debts and their repayment. Credit bureaus are companies that collect and systematise information from various lawful sources on individuals’ debts, financial obligations, payment habits, and financial position.

8.3. The Lessee agrees and confirms that the Lessor may engage third parties to obtain the data referred to in clauses 8.1.1–8.1.3 and exercise the granted rights to process the Lessee’s personal data only for the purposes specified in this Agreement.

8.4. If the Lessee believes that its personal data protection rights have been violated, it may contact and lodge a complaint with the State Data Protection Inspectorate or a court.

8.5. The Lessee confirms that, in accordance with the law, it has the right:

8.5.1. to be informed by the Lessee about the processing of its personal data;

8.5.2. to access its personal data and information on how it is processed;

8.5.3. to require rectification or destruction of its personal data, or suspension, other than storage, of personal data

processing operations where the data is processed in violation of the provisions of the Republic of Lithuania’s Law on Legal Protection of Personal Data or other laws;

8.5.4. to object to the processing of personal data (such objection shall not prevent transactions with the Company, except transactions that require an assessment of personal data, such as transactions providing for

deferred payment);

8.5.5. to withdraw its Consent (withdrawal shall not affect the lawfulness of processing based on Consent carried out before

the Consent was withdrawn).

8.6. The Lessee agrees and confirms that the consents specified in section 8 shall remain valid for 10 (ten) years, but in any event until all obligations under this Agreement with the Lessor have been fulfilled.

8.7. The Lessee confirms that the Lessor has properly and comprehensively explained the purpose of giving this Consent, its possible consequences, and my rights, including the right to withdraw this Consent at any time by contacting the Lessor.

9. FINAL PROVISIONS

9.1. This Agreement takes effect on the date of signing and remains in force until the Parties have fulfilled all their obligations.

9.2. The Lessor may at any time suspend a reservation and/or performance of this Agreement and require the vehicle(s) to be returned immediately, but no later than within 4 (four) hours, if the Lessee breaches any provision of this Agreement or there is a real risk that the Lessee will breach it.

9.3. All amounts specified in this Agreement include VAT.

9.4. If the Lessee fails to return the vehicle(s) within 24 (twenty-four) hours after the deadline specified in the “Acceptance-Transfer Act”, after the Lessor’s demand, or after termination of this Agreement, the Lessor may report the vehicle as stolen to the police, unless the Parties agree otherwise due to objective circumstances affecting the Lessee.

9.5. Either Party may terminate this Agreement out of court for any reason by giving the other Party written notice at least:

9.5.1. 2 (two) days in advance for short-term rental (up to 6 months);

9.5.2. 2 (two) months in advance for long-term rental (6 months or more).

9.6. If the Lessee terminates this Agreement before the rental period specified in the “Acceptance-Transfer Act” expires, the Lessee shall, at the Lessor’s request, pay compensation equal to half the rental amount for the remaining period.

9.7. The Lessor may unilaterally terminate this Agreement out of court by giving the Lessee at least 7 (seven) days’ notice if the Lessee commits a material breach. The following shall constitute a material breach:

9.7.1. the Lessee pays the rental fee late on three occasions during the term of this Agreement;

9.7.2. the Lessee is more than 7 (seven) days late on one occasion in paying the rental fee or making any other payment under this Agreement;

9.7.3. the Lessee repeatedly breaches any provision of this Agreement;

9.8. The Lessor may unilaterally transfer all or part of its rights and obligations under this Agreement to a third party without the Lessee’s consent.

9.9. The Lessee agrees that the Lessor may process the Lessee’s data specified in this Agreement, including personal data, and any other data about the Lessee obtained in performing this Agreement. By signing this Agreement, the Lessor gives the Lessor consent to process the Lessee’s personal data by automated or other means for the administration and performance of this Agreement, payment or recovery of any penalties or fees, and the Lessor’s marketing purposes. The Lessee may object to, or withdraw consent for, processing for the Lessor’s marketing purposes at any time by giving the Lessor prior written notice.

9.10. The Lessee declares and confirms that it has thoroughly reviewed the insurance terms and conditions, both compulsory and comprehensive (CASCO), and has the opportunity to review them again at any time on the insurer’s website.

9.11. If the Lessee misses the payment deadline for any amount due under this Agreement, it shall pay the Lessor late-payment interest of 0.04% of the overdue amount for each day of delay.

9.12. Any additions or amendments to this Agreement shall be made in writing and approved by the Parties.

9.13. This Agreement, its form, and its content are governed by the laws of the Republic of Lithuania. The Parties shall seek to resolve all disputes arising from or relating to this Agreement amicably. If no amicable resolution is reached, disputes shall be resolved in accordance with Lithuanian law in Šiauliai District Court or Šiauliai Regional Court.

9.14. If a Party’s name, registration or registered office address, address for notices or invoices, telephone number, email address, bank details, or legal registration details change, that Party shall immediately notify the other Party in writing. In the absence of such notice, all documents or notices relating to this Agreement shall be sent to the Party’s last known address and deemed duly delivered.

9.15. All correspondence under this Agreement may be sent or delivered by one or more of the following methods: (a) email, (b) registered mail, or (c) courier with confirmation of delivery. The Parties shall use the correspondence and communication details specified in this Agreement. Correspondence sent by email shall be deemed delivered on the next working day,

9.16. This Agreement is executed in two counterparts of equal legal force, one for each Party, unless concluded electronically.

9.17. The Parties also agree that this Agreement may be concluded using the email addresses specified herein and in accordance with legislation that does not prohibit concluding an agreement by signing and exchanging scanned copies.

9.18. Annexes to this Agreement: Acceptance-Transfer Act.