Cooperation Policy

This document (“Policy”) sets the framework for cooperation between AdspireDigital OÜ (the “Company”) and any individual or legal entity providing services under an agreement referencing this Policy (the “Contractor”).

By entering into such agreement, the Contractor confirms that they:

• have carefully read and understood these Cooperation Terms;
• agree to abide by them in full; and
• acknowledge that any violation may result in termination of cooperation and/or legal consequences.

The Company may amend this Policy when necessary. Updates become binding once published. If the Contractor disagrees with the modifications, they may terminate cooperation and take all steps required for lawful termination.

1. Confidentiality

1.1 “Confidential Information” means any data the Company discloses to the Contractor, regardless of its form (oral, written, electronic), including but not limited to:

• the Agreement itself;
• Company’s business, financial, technical or strategic details;
• data produced or developed during the engagement;
• any materials labelled as confidential.

1.2 The Contractor must not share Confidential Information with third parties without prior written consent. Exceptions apply only if:

• the information is already publicly available through no fault of the Contractor; or
• disclosure is required by law or a valid court order (in which case the Contractor shall notify the Company promptly and seek protective measures).

1.3 Contractors may pass on Confidential Information internally (e.g. to employees or assistants) strictly on a need-to-know basis, provided such persons are subject to confidentiality obligations of equal strength.

1.4 Upon termination of the Agreement or at the Company’s request, all confidential materials must be returned or destroyed.

2. Intellectual Property Rights

2.1 Any intellectual property created by the Contractor in the course of cooperation (“Relevant IP”) automatically belongs to the Company.

2.2 The Contractor irrevocably assigns all rights to Relevant IP to the Company, including the right to exploit, modify, distribute, and license it worldwide.

2.3 At the Company’s request, the Contractor shall:

• assist with registration of patents, trademarks or other IP rights;
• maintain confidentiality of Company IP for two years post-termination;
• transfer all documentation and related materials concerning the Relevant IP.

All compensation for such IP is deemed included in the agreed service fees.

3. Non-Compete and Non-Solicitation

3.1 For two (2) years following the end of cooperation (or one year if the Agreement is ended by the Company without cause), the Contractor shall not:

• be employed by or provide services to a competitor of the Company;
• solicit the Company’s clients, partners, or employees.

3.2 The Contractor must disclose to the Company any significant shareholding or managerial role in a competitor.

4. Anti-Bribery and Anti-Corruption

4.1 The Contractor must not, directly or indirectly, offer, promise, authorize, request or accept bribes or improper advantages of any kind.

4.2 Gifts, hospitality, or entertainment may only be provided if they are modest in value and not intended to influence business decisions.

4.3 Any suspicion or evidence of corruption must be immediately reported to the Company.

5. AML / CFT Compliance

5.1 The Contractor undertakes to prevent money laundering and terrorist financing by:

• verifying the identity of counterparties (companies and individuals);
• screening business partners against sanctions lists and government registers;
• avoiding cooperation with entities on the FATF blacklist or involved in high-risk or illegal activities (arms trade, human trafficking, production of forged documents, etc.).

6. Restricted Territories

Contractors located in or operating from certain sanctioned or high-risk jurisdictions may not engage with the Company. Prohibited regions include:

• Crimea/Sevastopol and other occupied territories of Ukraine;
• Russia, Belarus;
• Cuba, Iran, Sudan, North Korea, Myanmar, Syria;
• any additional countries subject to UN, EU or US sanctions.

7. Personal Data

7.1 The Contractor consents to the processing of their personal data by the Company for purposes necessary to perform the Agreement, comply with legal obligations, and pursue legitimate business interests.

7.2 Such processing may involve transfer of data to third-party processors or to jurisdictions outside the EEA, subject to adequate safeguards.

7.3 The Contractor retains rights under applicable law, including: access, correction, deletion, portability, objection to processing, withdrawal of consent, and the right to lodge complaints with data protection authorities.

8. Liability for Breach

The party found responsible for breaching this Policy shall indemnify the other for all resulting damages, expenses, and legal costs.

9. Termination and Survival

The Agreement is of indefinite duration but may be terminated by notice. Obligations regarding Confidentiality, Non-Compete, Non-Solicitation, and IP survive termination.

10. Contractor’s Legal Compliance

The Contractor is solely responsible for obtaining necessary permits, fulfilling tax obligations, and complying with all applicable laws.

11. Remedies

The Company’s contractual remedies under this Policy are cumulative and do not limit its rights under law.

12. Severability

If any provision is found unenforceable, the remaining clauses remain valid. The Parties will negotiate in good faith to replace invalid provisions with enforceable ones that reflect the intended purpose.

13. Assignment

The Company may assign its rights and obligations under the Agreement to another entity with prior written notice to the Contractor.

14. Governing Law and Dispute Resolution

This Policy is governed by the laws of Estonia. Any disputes shall be finally settled under the rules of the Estonian Court.