Legal Notice

Effective Date: January 12, 2025

This Consultancy Agreement (“Agreement”) is made on January 12, 2025, by and between:

Fusionfills (“Consultant”), a legally registered entity incorporated in Estonia under registration code 17246449, with its main office located at Sakala tn 7-2, 10141 Tallinn, Estonia and
[Client Name] (“Client”), a [company/individual], with its primary business location or registered address at [Client Address].

This Agreement outlines the terms under which the Consultant will provide professional consultancy services to the Client.

1. Definitions

1.1 In this Agreement, unless otherwise specified:

• “Agreement” refers to this Consultancy Agreement, including all annexes, schedules, and any amendments agreed upon in writing by both parties.
• “Charges” refers to the fees payable by the Client to the Consultant, as detailed in Schedule 1 or mutually agreed upon in writing.
• “Client Materials” refers to all documents, data, and materials provided by the Client for inclusion in the Deliverables or for use in connection with the Services.
• “Deliverables” means the tangible or intangible outputs resulting from the Consultant’s work, as specified in Schedule 1 or agreed upon in writing.
• “Effective Date” means January 12, 2025.
• “Intellectual Property Rights” includes patents, trademarks, copyrights, design rights, trade secrets, and any other proprietary rights recognized globally.
• “Services” refers to the professional consultancy services to be provided by the Consultant, as described in Schedule 1.
• “Term” refers to the duration of this Agreement, as outlined in Clause 2.
• “Third-Party Materials” refers to any content, software, or materials owned by third parties that may be included in the Deliverables, as specified in Schedule 1 or otherwise agreed upon in writing.

2. Term

2.1 This Agreement shall commence on the Effective Date and remain in effect for [a defined period, e.g., 12 months], unless terminated earlier as outlined in Clause 9.

2.2 The Agreement may be renewed upon mutual written consent from both parties prior to the expiration of the initial Term.

3. Scope of Services

3.1 The Consultant shall deliver the Services with appropriate skill, care, and diligence in accordance with applicable Lithuanian and international industry standards.

3.2 Any expansion of the scope beyond the original Services must be agreed upon in writing as a separate contract amendment or additional agreement.

3.3 The Consultant shall provide the Deliverables within the timeline specified in Schedule 1. Any expected delays shall be communicated to the Client promptly.

4. Client Responsibilities

4.1 The Client agrees to:

• Provide all necessary information, documentation, and materials required for the Consultant to effectively perform the Services.
• Respond to requests for feedback, approvals, or additional details in a timely manner.
• Ensure that payments are made in accordance with the terms outlined in Clause 6.

4.2 The Client warrants that any materials provided do not infringe on the rights of third parties.

5. Deliverables

5.1 The Consultant shall ensure that the Deliverables meet the agreed specifications detailed in Schedule 1.

5.2 The Client shall review and provide feedback or approvals within five (5) business days of receiving the Deliverables.

5.3 The Consultant warrants that:

• The Deliverables will conform to the agreed specifications.
• The Deliverables will not infringe on any third-party Intellectual Property Rights when used as intended.

6. Charges and Payment Terms

6.1 The Charges for the Services are specified in Schedule 1 and are exclusive of any applicable taxes, which shall be the responsibility of the Client in accordance with Lithuanian tax regulations.

6.2 Payment Terms:

• The Consultant shall issue invoices based on the milestones or schedule outlined in Schedule 1.
• Payments must be completed within 30 days of receiving the invoice.
• Payments shall be made via [bank transfer/credit card/other method], as specified in the invoice.

6.3 Late payments shall incur interest at a rate of [8% per annum above the central bank base rate], compounded monthly.

7. Intellectual Property Rights

7.1 Unless explicitly assigned in writing, the Consultant retains full ownership of all Intellectual Property Rights in the Deliverables.

7.2 The Consultant grants the Client a non-exclusive, worldwide license to use the Deliverables for the purposes outlined in Schedule 1.

7.3 The Client acknowledges that the use of Third-Party Materials within the Deliverables is subject to the terms imposed by the respective rights holders.

8. Confidentiality

8.1 Both parties agree to keep confidential any proprietary or sensitive information disclosed during the Term of this Agreement.

8.2 Confidential information does not include:

• Information that is publicly available at the time of disclosure.
• Information that becomes public through no breach of confidentiality.
• Information independently developed by the receiving party without reliance on confidential disclosures.

9. Termination

9.1 Either party may terminate this Agreement by providing 30 days’ written notice.

9.2 Immediate termination may occur if:

• A party materially breaches the Agreement and fails to rectify the breach within 14 days of notice.
• A party becomes insolvent or ceases operations.

9.3 Upon termination:

• The Consultant shall cease all Services.
• The Client shall pay all outstanding invoices before receiving any remaining Deliverables.

10. Liability and Indemnities

10.1 The Consultant’s total liability under this Agreement shall not exceed the total fees paid by the Client for the Services.

10.2 Neither party shall be liable for indirect, incidental, or consequential damages, including lost profits or data loss.

10.3 The Client agrees to indemnify the Consultant against any claims arising from the use of Client Materials.

11. Dispute Resolution

11.1 Disputes shall first be resolved through good-faith negotiations between the parties.

11.2 If a resolution is not reached, disputes shall be settled through arbitration in Vilnius, Lithuania, in accordance with Lithuanian arbitration laws.

12. General Provisions

12.1 Entire Agreement: This Agreement constitutes the complete understanding between both parties.

12.2 Amendments: Any modifications must be made in writing and signed by both parties.

12.3 Governing Law: This Agreement shall be governed by and interpreted in accordance with Lithuanian law, with jurisdiction in Vilnius, Lithuania.

12.4 Force Majeure: Neither party shall be liable for delays caused by circumstances beyond their reasonable control.

12.5 Notices: All formal communications must be sent to the registered addresses specified in this Agreement and shall be deemed received within three (3) business days.

This Consultancy Agreement is executed in good faith and reflects the mutual understanding between Fusionfills and the Client.