SERVICE AGREEMENT¶
Effective Date: [DATE]
This Service Agreement (“Agreement”) is entered into by and between:
Client¶
[CLIENT LEGAL NAME]
[Client description or jurisdiction]
Address: [CLIENT ADDRESS]
Represented by: [CLIENT REPRESENTATIVE NAME]
Title: [CLIENT REPRESENTATIVE TITLE]
(“Client”)
Provider¶
Minnova OÜ (Registry Code: 16513523)
Address: Kangru tee 19/2-1, Lubja, 74010 Harju maakond, Estonia
Website: https://minnova.io
Represented by: Paulo Henrique de Oliveira Curado and Leonnardo Campos
Titles: Co-owners & Managing Directors
(“Provider”)
Client and Provider may be referred to individually as a “Party” and collectively as the “Parties.”
1. Terms and Definitions¶
Business Day¶
A working day in the country of the Client.
Confidential Information¶
Non-public information obtained in connection with this Agreement, including business, technical, operational, and financial information, whether written, electronic, or verbal.
Fee¶
Payment for the Services rendered by the Provider.
Instructions¶
Requests or tasks issued by the Client describing the Services to be performed.
Personal Data¶
Personal information required to enter into or execute this Agreement.
2. Scope of Services¶
2.1. Core Services¶
The Provider shall deliver consulting, technical, and advisory services related to financial systems and software development, including:
- Technical and methodological support for financial product development and payment systems
- Evaluation and advisory regarding financial modeling, banking processes, and go-to-market strategies
- Strategic consulting on client engagement and commercial/project maturity
- Participation in meetings with Client teams or Client’s customers
- Review of technical documents, project materials, QA, or artifacts
- Any additional work mutually agreed via written Instructions
2.2. Remote Work and Working Hours¶
The Provider performs all Services remotely from Estonia.
The Provider determines their own work schedule, as long as deliverables and timelines explicitly agreed in writing are met.
2.3. Additional Instructions¶
Instructions shall be provided in written form.
Provider shall execute Instructions that fall within the Provider’s expertise and comply with applicable laws.
3. Fee and Payment Procedures¶
- The Client shall pay the Provider [RATE AND CURRENCY].
- Fees include all Provider taxes and expenses, unless otherwise agreed.
- Provider issues invoices monthly, detailing hours worked.
- Payment term: 30 calendar days from invoice receipt.
- Payments shall be made to the Provider’s designated bank account.
- Client is responsible for its own bank fees; Provider covers its own.
- The Provider shall correct any material defects identified by the Client within reasonable time.
4. Rights and Obligations¶
4.1. Provider Rights¶
- Request written Instructions
- Determine working hours and workflow
- Receive timely payment
- Engage third parties when necessary, unless explicitly restricted
- Decline tasks outside Provider’s domain of expertise
4.2. Client Rights¶
- Provide written Instructions
- Receive updates on service progress
- Request corrections to materially defective work
- Reject deliverables that do not meet agreed terms
4.3. Provider Obligations¶
- Perform Services with professional skill and diligence
- Notify Client of risks, delays, or blockers
- Maintain confidentiality
- Securely handle Client data and materials
4.4. Client Obligations¶
- Pay invoices on time
- Provide necessary access, information, and context for performance of the Services
5. Liability¶
- Provider is liable only for damages caused by gross negligence or willful misconduct.
- Provider’s total liability is limited to the total Fees paid during the previous 3 months.
- Provider is not liable for indirect, incidental, or consequential damages.
- Late payments may incur default interest in accordance with applicable law.
6. Confidentiality¶
Both Parties agree to maintain confidentiality of all Confidential Information.
Provider shall not use or disclose Client’s information except as required to perform the Services.
Confidentiality obligations survive termination indefinitely.
7. Intellectual Property¶
- Work products created specifically for the Client become the Client’s property upon full payment.
- Provider retains ownership of:
- pre-existing intellectual property
- reusable components, know-how, frameworks, and tools
- If such reusable elements are included in deliverables, the Client receives a non-exclusive license to use them internally.
8. Notices¶
All notices shall be sent via email to:
- Client Email: [CLIENT NOTICE EMAIL]
- Provider Email: paulo@minnova.io
Notices are considered received when sent from the official email of one Party to the other.
9. Applicable Law and Dispute Resolution¶
- This Agreement is governed by the laws of the Republic of Estonia.
- Parties shall attempt good-faith negotiation to resolve disputes.
- If unresolved, disputes shall be submitted to the Harju County Court, Estonia.
10. Term and Termination¶
- This Agreement begins on the Effective Date and continues until terminated.
- The Parties expect Services and invoicing to operate on a month-to-month basis; either Party may terminate with 30 Business Days written notice.
- Upon termination:
- Client shall pay for all Services delivered up to the termination date
- Provider shall return or delete Client materials if requested
- Confidentiality obligations remain in effect indefinitely.
- Provider may not assign rights without Client consent; Client may assign within its corporate group.
11. Signatures¶
For the Client¶
Name: [CLIENT REPRESENTATIVE NAME]
Title: [CLIENT REPRESENTATIVE TITLE]
For the Provider¶
Paulo Henrique de Oliveira Curado
Co-owner & Managing Director
Co-owner & Managing Director