Service Agreement

Last Updated: 23 May 2026

1. INTRODUCTION AND DEFINITIONS

1.1 These Terms and Conditions (“Terms”) govern the relationship between Cointract UAB, a private limited company registered in the Republic of Lithuania, company code 307323977, registered address Draugystės g. 17-1, LT-51229 Kaunas (“Cointract”, “we”, “us”, “our”) and any person or entity that registers an account on the Cointract platform (“User”, “you”, “your”).

1.2 Cointract operates an online platform accessible at cointract.io and via mobile applications (the “Platform”) through which Cointract provides technology, creative, and professional services in the fields of blockchain, cryptocurrency, Web3, fintech, and related industries.

1.3 Cointract acts as the principal service provider to Clients. Cointract engages independent contractors (“Freelancers”) to fulfil service contracts on its behalf. The Client’s contractual relationship is with Cointract, not directly with any individual Freelancer.

1.4 Definitions:

• “Client” means a User who engages Cointract to provide services through the Platform.
• “Freelancer” means an independent contractor registered on the Platform who performs services on behalf of Cointract.
• “Contract” or “Project” means a specific engagement for services initiated by a Client through the Platform.
• “Platform” means the website at cointract.io, mobile applications, and any associated tools or services operated by Cointract.
• “Service Fee” means the fees charged by Cointract for its services, as detailed in Section 6.

2. NATURE OF RELATIONSHIP

2.1 Cointract is the service provider. When a Client places an order for services through the Platform, the Client is engaging Cointract to deliver those services. Cointract fulfils the engagement by assigning one or more independent contractors (Freelancers) to perform the work.

2.2 The Client’s contract for services is with Cointract UAB. The Client does not enter into any direct contractual relationship with the Freelancer through the Platform.

2.3 Freelancers are independent contractors of Cointract, not employees. Cointract does not control the manner or method by which Freelancers perform their work, only the deliverables and timelines agreed upon with the Client.

2.4 Cointract reserves the right to reassign or substitute Freelancers at its discretion if necessary to fulfil a Contract, provided that the quality and scope of the deliverables are not materially affected.

3. ACCOUNT REGISTRATION

3.1 To use the Platform, you must create an account and provide accurate, current, and complete information during the registration process. You agree to maintain and promptly update your account information.

3.2 You must be at least 18 years of age or the legal age of majority in your jurisdiction to register an account.

3.3 You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.4 Cointract reserves the right to refuse registration, suspend, or terminate any account at its sole discretion, including but not limited to cases involving suspected fraud, misrepresentation, or violation of these Terms.

3.5 Cointract will conduct identity verification, anti-money laundering (AML), and know-your-customer (KYC) checks on Users as required by applicable law. Users agree to cooperate with such checks and provide the requested documentation.

4. HOW THE PLATFORM WORKS

4.1 For Clients

(a) A Client posts a project on the Platform describing the services required, the budget range, and the timeline.

(b) Freelancers registered on the Platform submit proposals for the project.

(c) The Client reviews proposals and selects a Freelancer (or Cointract recommends one based on the project requirements).

(d) The Client pays Cointract the full contract value plus applicable service fees before work commences. This payment constitutes payment for services to be rendered by Cointract.

(e) The assigned Freelancer performs the work and submits deliverables through the Platform.

(f) The Client reviews the deliverables and approves or requests revisions within the agreed scope.

(g) Upon Client approval, the Contract is marked as complete.

4.2 For Freelancers

(a) A Freelancer registers on the Platform, creates a profile, and showcases their skills and portfolio.

(b) Freelancers may browse available projects and submit proposals, or be invited by Cointract to work on specific projects.

(c) Upon assignment to a project, the Freelancer enters into a subcontractor relationship with Cointract (governed by the Independent Contractor Agreement).

(d) The Freelancer performs the work as described in the project brief and submits deliverables through the Platform.

(e) Upon Client approval and completion of the Contract, Cointract pays the Freelancer within fourteen (14) business days.

5. PAYMENTS

5.1 Client Payments

(a) All payments from Clients to Cointract are payments for services rendered by Cointract. Upon receipt, these funds become the property of Cointract UAB.

(b) Payments are processed through third-party payment processors. Cointract accepts payments via credit/debit card, bank transfer, and cryptocurrency, subject to availability.

(c) The Client shall pay the full contract value plus the applicable Client Service Fee (as defined in Section 6) before work commences. No work will be assigned to a Freelancer until payment is received in full.

(d) Cointract does not hold funds on behalf of Clients. All payments received are Cointract’s revenue for services to be delivered. Cointract is not acting as an escrow agent, payment institution, or electronic money institution.

5.2 Freelancer Payments

(a) Cointract pays Freelancers for completed and approved work within fourteen (14) business days of Client approval.

(b) Payment to Freelancers is made via the same payment method used by the Client where technically feasible (e.g., if the Client pays in cryptocurrency, the Freelancer is paid in cryptocurrency; if the Client pays via card or bank transfer, the Freelancer is paid via bank transfer).

(c) Freelancer payments are subject to the Freelancer Service Fee deduction as defined in Section 6.

(d) Freelancers are responsible for their own tax obligations, including but not limited to income tax, social security contributions, and VAT in their respective jurisdictions.

5.3 Payment Processing

(a) Payments are processed by third-party payment processors. Cointract is not responsible for any delays, errors, or fees imposed by third-party payment processors.

(b) Users acknowledge that third-party payment processors may apply additional fees, including but not limited to currency conversion fees, international transaction fees, and network fees for cryptocurrency transactions. Such fees are borne by the User and are outside of Cointract’s control.

(c) Cointract reserves the right to delay, suspend, or refuse any payment if it suspects fraud, money laundering, terrorism financing, sanctions violations, or any other illegal or prohibited activity.

6. FEES

6.1 Client Service Fee: Cointract charges a service fee of two percent (2%) of the contract value, payable by the Client at the time of payment. This fee is added to the contract value (e.g., for a €1,000 contract, the Client pays €1,020).

6.2 Freelancer Service Fee: Cointract deducts a service fee of five percent (5%) from the Freelancer’s payout for each completed Contract. This fee is deducted before payment is made to the Freelancer.

6.3 Currency Conversion Fees: Where currency conversion is required, a conversion fee of 0.8% to 2.5% may apply, depending on the currencies involved.

6.4 Cryptocurrency Network Fees: For cryptocurrency payments, applicable blockchain network fees plus a processing fee of up to €2 may apply.

6.5 Cointract reserves the right to modify its fee structure with thirty (30) days’ prior written notice to registered Users. Continued use of the Platform after the notice period constitutes acceptance of the revised fees.

7. VALUE ADDED TAX (VAT)

7.1 Cointract UAB is registered for VAT in the Republic of Lithuania. The standard Lithuanian VAT rate of 21% applies to taxable supplies.

7.2 For business Clients registered for VAT within the European Union (EU), the reverse charge mechanism under Article 196 of the EU VAT Directive applies. Cointract will issue invoices without VAT, and the Client will self-account for VAT in their jurisdiction.

7.3 For individual Clients (B2C) within the EU without a valid VAT number, Lithuanian VAT at 21% will be added to the invoice amount.

7.4 For Clients outside the EU, services are generally outside the scope of Lithuanian VAT. No VAT will be charged.

7.5 All Clients are responsible for any taxes, duties, or levies applicable in their own jurisdiction in connection with the services received from Cointract.

8. REFUNDS AND DISPUTES

8.1 The Client has seven (7) calendar days from the date of delivery to review the deliverables and either approve the work or raise a complaint (the “Review Period”). If the Client does not approve or raise a complaint within the Review Period, the work shall be deemed approved automatically.

8.2 If the Client is not satisfied with the deliverables within the Review Period, the Client may request revisions within the original scope of the project at no additional cost.

8.3 If a dispute cannot be resolved through revisions, Cointract will review the matter and make a determination at its sole discretion. Cointract’s decision shall be final and binding on both parties.

8.4 Where Cointract determines that the services were not delivered as described or are materially deficient, Cointract will issue a full or partial refund to the Client from its own funds. Refunds will be processed within fourteen (14) business days of the determination.

8.5 Refunds are not available where:

• The Client approved the work (explicitly or by expiry of the Review Period).
• The Client’s dissatisfaction relates to matters outside the original project scope.
• The Client fails to provide necessary information, access, or cooperation required for the project.
• The deliverables substantially conform to the project description.

9. INTELLECTUAL PROPERTY

9.1 Upon full payment by the Client and approval of the deliverables, all intellectual property rights in the work product created by the Freelancer for that specific Contract shall transfer to the Client. This includes copyright, design rights, and any other applicable intellectual property rights.

9.2 The transfer of intellectual property under Section 9.1 does not include:

• Pre-existing intellectual property of the Freelancer or third parties incorporated into the deliverables, which shall remain the property of their respective owners. The Client receives a perpetual, non-exclusive, royalty-free license to use such pre-existing IP as part of the deliverables.
• General skills, knowledge, techniques, or methodologies developed or refined by the Freelancer during the course of the Contract.

9.3 The Freelancer warrants that the deliverables do not infringe upon the intellectual property rights of any third party. Cointract shall not be liable for any intellectual property infringement claims arising from the deliverables.

9.4 Until full payment is received and the deliverables are approved, Cointract retains all intellectual property rights in the work product.

10. NON-CIRCUMVENTION

10.1 For a period of twelve (12) months from the date of the last Contract between a Client and a Freelancer facilitated through the Platform (the “Restriction Period”), neither the Client nor the Freelancer shall engage each other for services outside the Platform without Cointract’s prior written consent.

10.2 If a Client and Freelancer wish to engage directly outside the Platform during the Restriction Period, they may do so by paying an opt-out fee to Cointract equal to the greater of:

• €1,000; or
• Fifteen percent (15%) of the estimated value of the first year’s engagement between the Client and Freelancer.

10.3 The non-circumvention obligation applies regardless of whether the engagement is initiated by the Client or the Freelancer, and regardless of the type, scope, or nature of the services involved.

10.4 Violation of this clause entitles Cointract to claim damages in addition to the opt-out fee specified above.

11. CONFIDENTIALITY

11.1 All parties shall keep confidential any information received through the Platform that is not publicly available, including but not limited to project details, pricing, business processes, and personal data.

11.2 Confidentiality obligations survive termination of the User’s account and these Terms for a period of two (2) years.

12. LIMITATION OF LIABILITY

12.1 Cointract’s total aggregate liability to any User in respect of any Contract shall not exceed the total fees paid by or to that User for the specific Contract giving rise to the claim.

12.2 In no event shall Cointract be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunity, business interruption, or reputational damage, howsoever arising, even if Cointract has been advised of the possibility of such damages.

12.3 Cointract does not warrant that the Platform will be uninterrupted, error-free, or free from viruses or other harmful components.

12.4 Nothing in these Terms excludes or limits Cointract’s liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by applicable law.

13. AML/CFT AND SANCTIONS COMPLIANCE

13.1 Cointract maintains internal anti-money laundering (AML) and counter-terrorism financing (CTF) policies in accordance with applicable Lithuanian and EU law.

13.2 Users agree to cooperate with any identity verification, source of funds, or enhanced due diligence requests made by Cointract or its third-party service providers.

13.3 Cointract reserves the right to refuse, delay, suspend, or terminate any transaction or account where it suspects money laundering, terrorism financing, sanctions violations, fraud, or any other illegal activity.

13.4 Cointract screens Users and transactions against applicable sanctions lists, including but not limited to EU, UN, OFAC, and HMT sanctions lists.

13.5 Users warrant that they are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive sanctions, and are not designated on any sanctions list.

14. DATA PROTECTION

14.1 Cointract processes personal data in accordance with the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and the Lithuanian Law on Legal Protection of Personal Data.

14.2 The data controller is Cointract UAB, company code 307323977. Full details of how we collect, use, store, and protect personal data are set out in our Privacy Policy, available at cointract.io/privacy-policy.

14.3 By registering on the Platform, Users consent to the processing of their personal data as described in the Privacy Policy.

14.4 Personal data collected for identity verification and AML/CFT compliance purposes will be retained for a minimum of seven (7) years after the termination of the business relationship, as required by applicable law.

15. PLATFORM TOKENS

15.1 Cointract may issue application credits (“Tokens”) to Freelancers for the purpose of submitting proposals and posting service listings on the Platform.

15.2 Tokens are non-transferable, non-refundable, and expire twelve (12) months from the date of issuance.

15.3 Tokens are not cryptocurrency, electronic money, securities, financial instruments, or any form of legal tender. They are application credits with no monetary value outside the Platform.

16. PROHIBITED CONDUCT

16.1 Users shall not:

• Use the Platform for any illegal, fraudulent, or unauthorised purpose.
• Provide false, misleading, or inaccurate information during registration or in connection with any Contract.
• Attempt to circumvent the Platform’s fees, payment systems, or security measures.
• Harass, threaten, or abuse other Users.
• Use automated systems, bots, or scripts to access the Platform without prior written consent.
• Post content that infringes the intellectual property rights of third parties.
• Facilitate or engage in money laundering, terrorism financing, or sanctions evasion.

16.2 Violation of this section may result in immediate account suspension or termination, forfeiture of pending payments, and legal action.

17. TERMINATION

17.1 Either party may terminate the User’s account at any time by providing written notice.

17.2 Cointract may suspend or terminate any account immediately and without prior notice if the User breaches these Terms, is suspected of fraudulent or illegal activity, or fails to cooperate with KYC/AML requirements.

17.3 Upon termination, any pending Contracts will be handled as follows:

• Contracts where work is in progress will be completed and paid as normal.
• Contracts where work has not commenced will be refunded to the Client, less any applicable fees.

17.4 Termination does not affect any rights or obligations that have accrued prior to termination, including obligations under Sections 9 (IP), 10 (Non-Circumvention), 11 (Confidentiality), 12 (Liability), and 14 (Data Protection).

18. GOVERNING LAW AND JURISDICTION

18.1 These Terms shall be governed by and construed in accordance with the laws of the Republic of Lithuania.

18.2 Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of the city of Vilnius, Republic of Lithuania.

18.3 Nothing in this clause prevents Cointract from seeking injunctive or other equitable relief in any court of competent jurisdiction.

19. AMENDMENTS

19.1 Cointract reserves the right to modify these Terms at any time. Users will be notified of material changes by email or through the Platform at least thirty (30) days before the changes take effect.

19.2 Continued use of the Platform after the effective date of any changes constitutes acceptance of the modified Terms.

20. MISCELLANEOUS

20.1 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

20.2 Entire Agreement: These Terms, together with the Privacy Policy and any applicable project descriptions, constitute the entire agreement between the User and Cointract.

20.3 Waiver: No waiver of any provision of these Terms shall be effective unless in writing and signed by Cointract.

20.4 Assignment: Cointract may assign its rights and obligations under these Terms to any successor or affiliate. Users may not assign their rights without Cointract’s prior written consent.

20.5 Force Majeure: Cointract shall not be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, or failure of third-party services.

21. CONTACT INFORMATION

For any questions, concerns, or notices regarding these Terms, please contact:

Cointract UAB

Company code: 307323977

Address: Draugystės g. 17-1, LT-51229 Kaunas, Republic of Lithuania

Email: [email protected]

Website: https://cointract.io