Cooperation Terms

These Cooperation Terms (“Terms”) govern the collaboration between Sempiterna Digital Limited (“Company,” “we,” “our,” or “us”), with its registered office 2A Elia Venezi, ATHIENITIS STROVOLOS PARK, 4th Floor, Office 402, 2042 Nicosia, Cyprus, and any person or entity entering into an agreement with the Company for the provision of services (the “Agreement”).

These Terms form an integral and legally binding part of the Agreement. By entering into the Agreement, the Contractor (“you”) acknowledges and confirms that they:

• Have read, understood, and accepted these Terms in full.
• Agree to comply with all obligations set forth herein.
• Understand that violations may lead to termination, legal action, or financial liability.

Throughout these Terms, “Parties” refers collectively to Sempiterna Digital Limited and the Contractor.

The Company reserves the right to amend or update these Terms at any time. Any changes will take effect once posted or communicated. If you disagree with updated Terms, you may terminate the Agreement, provided you comply with all obligations arising from such termination.

1. Confidentiality

1.1. Definition

“Confidential Information” includes, but is not limited to:

• The Agreement and its terms.
• Information about the Company’s business, finances, operations, technologies, clients, and strategies.
• Any materials, data, or intellectual property created by the Contractor under the Agreement.
• Any information explicitly designated as confidential by the Company.

1.2. Obligations

The Contractor must:

• Keep all Confidential Information strictly confidential.
• Not disclose it to any third party without written consent from the Company.
• Use it solely for fulfilling obligations under the Agreement.

1.3. Permitted Disclosures

Confidential Information may be disclosed only if:

• It is already publicly available through no fault of the Contractor.
• Disclosure is required by law or a valid court order, provided the Contractor gives prompt written notice to the Company and assists in securing protective measures.

1.4. Authorized Personnel

The Contractor may share Confidential Information only with employees, subcontractors, or assistants who need access to perform work and are bound by written confidentiality obligations as strict as these Terms. The Contractor remains fully responsible for their compliance.

1.5. Return or Destruction

Upon termination of the Agreement or upon Company request, the Contractor must promptly return or securely destroy all Confidential Information.

1.6. Security Measures

The Contractor must implement commercially reasonable safeguards to protect Confidential Information against unauthorized access, misuse, or disclosure.

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2. Non-Compete & Non-Solicitation

2.1. Non-Compete

For two (2) years following termination of the Agreement (the “Non-Compete Period”), the Contractor agrees not to:

• Provide services to, or engage with, any direct competitors of the Company in the regions where the Company operates.
• Develop, promote, or assist in creating products or services that compete directly with the Company.

Exception: If the Company terminates the Agreement without cause, the Non-Compete Period is reduced to one (1) year.

2.2. Non-Solicitation

For the same period, the Contractor agrees not to solicit or induce:

• The Company’s clients or customers to cease or reduce business with the Company.
• The Company’s employees, contractors, or partners to leave their positions or relationships with the Company.

2.3. Disclosure Obligation

The Contractor must promptly disclose any current or future executive roles, investments, or engagements with any Company competitors.

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3. Intellectual Property Rights

3.1. Ownership

All Intellectual Property (IP) created, developed, or contributed to by the Contractor during the course of engagement with the Company (“Relevant IP”) shall be the exclusive property of the Company.

3.2. Assignment of Rights

The Contractor hereby assigns all rights, title, and interest in the Relevant IP to the Company globally and irrevocably.

3.3. Contractor’s Obligations

The Contractor agrees to:

• Cooperate fully with the Company to secure patents, copyrights, trademarks, or other IP protections.
• Keep all Company IP strictly confidential for two (2) years after termination.
• Deliver all documents, code, prototypes, and related materials to the Company upon request or termination.

3.4. Commercial Use

The Company holds the exclusive right to use, modify, distribute, license, and commercialize the Relevant IP worldwide.
Any compensation for Relevant IP is deemed included in the Contractor’s agreed fees.

4. Anti-Bribery & Corruption

• The Contractor must not offer, solicit, authorize, or accept any bribes, kickbacks, or improper payments, directly or indirectly.
• Gifts, entertainment, or hospitality must be reasonable and not intended to influence business decisions.
• Any suspected or actual instances of bribery or corruption must be reported immediately to the Company.

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5. Restricted Locations

The Contractor may not provide services to the Company from, or on behalf of, individuals or entities located in sanctioned or restricted jurisdictions, including but not limited to:

Crimea, Sevastopol, Russia, Belarus, Cuba, Iran, Sudan, North Korea, Myanmar, Syria, and any other territories subject to sanctions imposed by the U.S., EU, UK, or United Nations.

6. Anti-Money Laundering & Counter-Terrorism Financing (AML/CFT)

The Contractor agrees to comply with global AML/CFT obligations, which include:

• Verifying counterparties (including individuals and businesses) before engaging in business.
• Conducting due diligence against government registries, sanctions lists, and the FATF blacklist.
• Avoiding dealings with entities engaged in illegal or high-risk activities, including trafficking, arms trading, financial fraud, or production of forged documents.

7. Personal Data Processing

• By entering the Agreement, the Contractor consents to the Company processing their personal data in accordance with applicable data protection laws.
• The Company processes personal data for purposes including: contractual performance, legal compliance, and legitimate business interests.
• The Company may transfer personal data to authorized third-party service providers and cross-border where necessary, ensuring compliance with GDPR and other data protection regulations.
• Contractors retain the right to:
   
  • Access, correct, or update their data.
  • Request deletion of personal data when legally permissible.
  • Restrict or object to specific processing activities.
  • Request data portability in a structured, machine-readable format.
  • Withdraw consent at any time.

Requests should be sent to support@sempiternadigital.com.

8. Breach & Liability

• If either Party breaches the Agreement, the responsible Party shall compensate the other for any direct damages, losses, or reasonable legal costs arising from the breach.
• The Company’s total liability, if any, is limited to the total amount paid to the Contractor in the three (3) months preceding the claim, except in cases of willful misconduct or fraud.

9. Termination & Survival

• The Agreement remains in effect indefinitely unless terminated by either Party upon written notice.
• Certain clauses survive termination, including:
  • Confidentiality
  • Non-Compete & Non-Solicitation
  • Intellectual Property Rights
  • Liability & Remedies

10. Contractor Compliance

The Contractor is solely responsible for:

• Obtaining all required licenses, permits, and authorizations to perform     services.
• Paying all applicable taxes, duties, and contributions.
• Complying with all relevant laws and regulations in their jurisdiction.

11. Rights & Remedies

All rights and remedies under these Terms are cumulative and in addition to any rights provided by applicable law.

12. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full effect. The Parties agree to work in good faith to replace any invalid provision with one that achieves the original intent.

13. Assignment

The Company may assign or transfer its rights or obligations under the Agreement upon prior written notice to the Contractor. The Contractor may not assign rights without prior written consent from the Company.

14. Governing Law & Dispute Resolution

These Terms and the Agreement shall be governed by the laws of Cyprus.
Any disputes arising from or related to these Terms shall be resolved by respective Cyprus court.