Cooperation Terms

1. Application

1.1. These Cooperation Terms (the “Terms”) govern the collaboration between Perfogro Ltd, registration number 16553799, 60 Tottenham Court Road, Suite 6300a, Fitzrovia, London, United Kingdom, W1T 2EW (the “Company”) and any person entering into the Agreement for the provision of services (the “Agreement”). The Terms constitute an integral part of the Agreement.

1.2. All persons entering into the Agreement with the Company (the “Contractors”) acknowledge that they have:

• familiarized themselves with the provisions of the Terms and fully understand their contents;
• acknowledge that the provisions of the Terms apply to them in their entirety;
• understood that any violation of the Terms may result in termination of their collaboration with the Company and/or impose liability upon them under applicable laws.

1.3. Any reference to the “Parties” within these Terms shall apply to persons entering into the Agreement that references these Terms (i.e., the Company and the Contractor).

1.4. The Company reserves the right to modify the provisions of the Terms, provided such amendments are relevant to the subject matter of the Agreement and the Terms themselves. Any such amendments become legally binding for the Contractor.

1.5. Should the Contractor object to any amendments to the Terms, the Contractor shall immediately terminate the Agreement and undertake all necessary actions required in connection with such termination.

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2. Confidentiality

2.1. “Confidential Information” means all information disclosed by the Company to the Contractor, orally or in writing, including but not limited to:

• the Agreement and the Terms, including their existence and conditions;
• information regarding the Company’s business, finances, customers, employees, strategies, and plans;
• information received, developed, created, or modified by the Contractor in the course of performing services under the Agreement; and
• any information designated as confidential by the Company.

2.2. The Contractor agrees to hold in confidence and not disclose any Confidential Information to any third party without the prior written consent of the Company. 

2.3. The restrictions in Section 2.2 shall not apply to information that:

• is already publicly known through no fault of the Contractor; or
• is required to be disclosed by law or by a valid court order, provided the Contractor gives the Company prompt written notice of such requirement and uses reasonable efforts to obtain a protective order or other confidential treatment.

2.4. The Contractor may disclose Confidential Information to its employees, agents, or contractors who have a need to know such information in order to perform the Services under this Agreement, provided they are bound by written confidentiality obligations at least as restrictive as those contained herein. The Contractor shall remain fully responsible for any breach of confidentiality by its employees, agents, or contractors.

2.5. Upon termination of the Agreement or upon the Company’s written request, the Contractor shall promptly return to the Company all Confidential Information in its possession.

2.6. The Contractor shall implement and maintain commercially reasonable security measures to safeguard Confidential Information from unauthorized access, use, or destruction.

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3. Non-Compete & Non-Solicitation

3.1. You shall not compete with our business (products, services) in the areas where we operate for 2 (two) years following the termination of the Contractor’s engagement with the Company (the “Non-Compete Period”). However, if the Contractor’s engagement with the Company is terminated without cause by the Company, the Non-Compete Period shall be reduced to 1 (one) year.

3.2. This includes working for a competitor, soliciting our customers or employees, or using our confidential information.

3.3 You shall disclose to the Company any investments or executive positions in our competitors.

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4. Personal Data Processing

4.1. The Contractor grants explicit consent for the Company to process its personal data in accordance with applicable data protection laws and regulations.

4.2. The Company processes personal data of the Contractor for various purposes and relies on contractual performance, legal compliance and legitimate interests.

4.3. The Company may transfer the Contractor’s data to third-party processors and other countries solely for the aforementioned purposes. These transfers will comply with applicable data protection laws, including ensuring adequate data security measures.

4.4. The Contractor retains various rights regarding personal data, including access, correction of inaccurate or incomplete data, deletion under certain circumstances, restricting or objecting to the processing based on legitimate grounds, data portability, withdrawal of consent, and the right to submit a complaint.

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5. Intellectual Property Rights

5.1. “Intellectual Property (IP)” includes patents, copyrights, trademarks, trade secrets, and inventions. “Relevant IP” means IP created by the Contractor during their engagement with the Company.

5.2. All Relevant IP belongs to the Company. The Contractor assigns all rights to the Relevant IP to the Company.

5.3. With regard to the Relevant IP the Contractor shall

• assist the Company in obtaining IP protection (patents, trademarks, etc.);
• maintain confidentiality of the Company’s IP for 2 years after termination; and
• deliver all documents and materials related to the Relevant IP to the Company.

5.4. The Company has the exclusive right to use, modify, distribute, and commercialize the Relevant IP worldwide. The Company may transfer these rights to third parties.

5.5. Compensation for the Relevant IP is included in the Contractor’s fees.

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6. Anti-Bribery and Corruption

6.1. The Contractor is strictly prohibited from offering, promising, giving, authorizing, or accepting bribes in any form, directly or indirectly.

6.2. Hospitality, entertainment, or gifts must be reasonable and not intended to influence business decisions.

6.3. The Contractor shall report any suspected or known acts of bribery or corruption to the Company.

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7. Prohibited Countries / Territories

7.1. The Contractors from the following countries/territories shall be prohibited from providing the services to the Company: Crimea/Sevastopol and other occupied territories of Ukraine, Russia, Belarus, Cuba, Iran, Sudan, North Korea, Myanmar and Syria, and other territories under international sanctions imposed by USA, EU or UN.

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8. Anti-Money Laundering and Terrorist Financing (AML/CFT) Measures

8.1. The Contractor is committed to preventing money laundering and terrorist financing, in particular by:

• collecting and verifying essential information about counterparties, including legal entities and sole proprietors;
• conducting background checks through government registries and sanctions lists to identify and avoid business relationships with entities on the FATF blacklist (DPRK, Iran, Myanmar), sanctioned individuals or organizations, entities involved in high-risk activities (pornography, trafficking, weapons trade, etc.) and entities providing forged documents or with negative information suggesting criminal activity.

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9. Responsibility for Breach
9.1. The breaching party will compensate the other party for damages and legal costs incurred due to the breach.

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10. Termination and Survival

10.1. The Agreement is indefinite but may be terminated upon notice. Certain clauses (Confidentiality, Non-Compete & Non-Solicitation, IP) survive termination.

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11. Contractor Compliance

11.1. The Contractor must obtain necessary permits, pay taxes, and comply with applicable laws.

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12. Rights and Remedies

12.1. The remedies provided in the Agreement are additional to, not exclusive of, legal rights and remedies.

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13. Severability

13.1. If any provision is found to be unenforceable, the remaining provisions will still be valid. The Parties will attempt to amend the unenforceable provision in good faith.

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14. Governing Law and Dispute Resolution

14.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws provisions. Any disagreements you have about this Agreement, including their validity, interpretation, or enforcement, will be resolved by the London Court of International Arbitration.

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