Last updated on 20/09/2026
These Cooperation Terms apply where Signoris Corp., 3500 South Dupont Highway, Dover, DE 19901, County of Kent (“Signoris”, “Company”, “we”, “us” or “our”), enters into an agreement with any individual or entity for the provision of services (the “Contractor”).
These Cooperation Terms form part of the relevant agreement with the Contractor. If a signed agreement contains a more specific or stricter provision, the signed agreement prevails for that matter.
1. Engagement Basis
1.1. The Contractor acts as an independent provider.
1.2. These Cooperation Terms do not create employment, agency, partnership, franchise, fiduciary, representative or joint venture status unless a signed agreement expressly states otherwise.
1.3. By entering into an agreement that incorporates these Cooperation Terms, the Contractor confirms that it has reviewed, understood and accepted these Cooperation Terms.
1.4. The Contractor is responsible for its personnel, subcontractors, registrations, permits, licenses, taxes, insurance, systems, tools, resources and business expenses.
1.5. A breach of these Cooperation Terms may result in termination of cooperation and/or legal liability, subject to the applicable agreement and law.
2. Updates to These Cooperation Terms
Signoris may update these Cooperation Terms where the update is relevant to the subject matter of the agreement or the services.
If an update materially affects the Contractor and the Contractor does not accept it, the Contractor must promptly follow the termination procedure set out in the applicable agreement and take all actions reasonably required in connection with termination.
3. Service Performance
The Contractor must perform services lawfully, carefully and professionally.
The Contractor must:
follow agreed instructions, specifications and service requirements;
use qualified personnel and suitable resources;
provide accurate, complete and timely information;
meet agreed timelines and deliverable standards;
maintain records reasonably necessary to evidence proper performance;
obtain and maintain permits, licenses and registrations required for the services;
promptly notify Signoris of issues affecting services, compliance, security or continuity;
avoid conduct that may create legal, operational, payment, commercial, compliance or reputational risk for Signoris.
4. Confidential Information
During the engagement, the Contractor may receive, access, create or handle non-public information relating to Signoris, its clients, projects, financial institution interactions, partners, vendors, systems or business operations.
Confidential Information includes, without limitation:
the agreement and its terms, including their existence and conditions;
information about Signoris’s business, finances, clients, personnel, strategies and plans;
operational procedures, internal guidelines and training materials;
communication standards, escalation routes and response-handling materials;
user-support, feedback-tracking and partner-communication workflows;
banking relationship coordination materials, financial institution inquiries and documentation records;
KYC / AML operational preparation materials;
transaction workflow and payment handling structure materials;
operational compliance guidance materials and internal review practices;
localization materials, payment-experience materials and user-interaction guidance;
client, vendor, platform, financial institution, partner and business contact information;
pricing, commercial terms, business plans, reports, systems, methods and project records;
information developed, received, created or modified by the Contractor while performing services;
personal data;
intellectual property, know-how, templates, analyses and work product;
any information expressly marked or reasonably understood to be confidential.
Information does not need to be marked confidential to be protected where its confidential nature is reasonably apparent.
5. Use and Disclosure of Confidential Information
The Contractor may use Confidential Information only to perform the relevant agreement.
The Contractor must not disclose Confidential Information unless:
Signoris has approved the disclosure in writing;
disclosure is required by law or a valid court order; or
disclosure is necessary for performance and the recipient is bound by confidentiality obligations at least as protective as these Cooperation Terms.
Where legally required disclosure is requested, the Contractor must, where permitted, notify Signoris promptly and take reasonable steps to secure confidential treatment.
The Contractor may disclose Confidential Information to its personnel, agents or subcontractors only where they need to know it for performance of the services and are bound by appropriate confidentiality obligations.
The Contractor remains responsible for any breach by its personnel, agents, subcontractors, assistants or representatives.
6. Security and Return of Materials
The Contractor must maintain commercially reasonable technical, administrative and organizational safeguards to protect Confidential Information against unauthorized access, disclosure, use, loss, alteration or destruction.
Any suspected or confirmed confidentiality, security or personal data incident involving Company information must be reported to Signoris promptly.
Upon termination of the agreement or at Signoris’s request, the Contractor must return, delete or securely destroy Company information and materials in its possession, unless retention is required by law.
The Contractor must not retain copies of Company materials for portfolio use, training, competitive analysis, future business development or any unrelated purpose unless Signoris approves this in writing.
7. Non-Compete, Non-Solicitation and Conflicts
During the Contractor’s engagement and for two years after it ends, the Contractor must not use Company information to:
solicit Signoris’s clients, partners, personnel or contractors;
divert business opportunities away from Signoris;
support a competing engagement in a conflicting manner;
engage in competing activities in a manner that conflicts with its obligations to Signoris.
If Signoris terminates the Contractor’s engagement without cause, any non-compete restriction is reduced to one year unless applicable law requires a shorter period.
The Contractor must disclose any investment in, executive role with, advisory role for or material business relationship involving competitors or potential competitors where such interest may create a conflict.
8. Intellectual Property and Work Product
All materials, deliverables and work results created, developed, adapted, prepared or supplied by the Contractor in connection with the services belong to Signoris.
This includes:
reports, analyses and recommendations;
communication standards, escalation matrices and response frameworks;
payment handling, transaction workflow and banking coordination materials;
operational compliance guidance, internal procedures and training materials;
localization materials, user-interaction materials and payment-experience materials;
documentation sets, checklists, templates and review materials;
presentations, content, designs and technical documentation;
inventions, improvements, know-how and other work results.
The Contractor assigns to Signoris all rights, title and interest in such work results, including intellectual property rights, worldwide and for the full period of protection.
The Contractor must sign documents and provide reasonable assistance necessary to confirm, register, protect or enforce those rights.
Compensation for the assignment of such rights is included in the Contractor’s fees unless agreed otherwise in writing.
The Contractor must protect Signoris’s intellectual property and deliver all documents, materials and records relating to such work results upon request or termination.
9. Anti-Bribery and Improper Benefits
The Contractor must not offer, promise, authorize, give, request or accept bribes, kickbacks, facilitation payments or improper advantages, directly or indirectly.
Gifts, meals, travel, entertainment or hospitality must be lawful, modest, transparent and not intended to influence a business decision.
The Contractor must promptly report any suspected or confirmed bribery or corruption connected with Signoris or the services.
10. Sanctions and Restricted Territories
The Contractor must comply with applicable sanctions, export control, anti-boycott and trade laws.
The Contractor must not provide services to Signoris from, through or for the benefit of prohibited jurisdictions, restricted territories or sanctioned persons where prohibited by law.
Restricted territories include Crimea/Sevastopol and other occupied territories of Ukraine, Russia, Belarus, Cuba, Iran, Sudan, North Korea, Myanmar, Syria and any other territories subject to applicable sanctions imposed by the United States, European Union, United Nations or other relevant authorities.
11. AML/CFT and Financial Crime Controls
The Contractor must take reasonable measures to prevent money laundering, terrorist financing, fraud, tax evasion and other financial crime.
Where relevant to the services, the Contractor must:
collect and verify essential information about counterparties;
conduct appropriate checks using government registries, sanctions lists or other reliable sources;
avoid relationships with entities involved in high-risk or prohibited activities;
reject forged, misleading or incomplete documentation;
escalate suspicious payment structures or unusual counterparties;
maintain accurate records connected with Signoris-related work.
12. Personal Data Processing
If the Contractor processes personal data in connection with the agreement, the Contractor must comply with applicable data protection laws and Signoris’s instructions.
The Contractor must process personal data only for authorized purposes, restrict access, apply appropriate safeguards and assist Signoris with privacy requests or incidents where reasonably required.
Signoris may process Contractor personal data for agreement administration, payment, tax, compliance, security, legal and legitimate business purposes.
The Contractor may have rights regarding its personal data, including access, correction, deletion where applicable, restriction, objection, portability, withdrawal of consent where processing is based on consent and the right to lodge a complaint with a competent authority.
13. Breach, Termination and Survival
A party that breaches these Cooperation Terms or the relevant agreement must compensate the other party for damages, losses, liabilities and reasonable legal costs caused by the breach, subject to the agreement and applicable law.
The agreement may be terminated in accordance with its terms.
Provisions intended to survive termination continue to apply, including confidentiality, security, non-compete and non-solicitation, intellectual property, personal data, liability, governing law and dispute resolution.
Rights and remedies under these Cooperation Terms are cumulative and do not exclude other rights or remedies available under law or the agreement.
14. General Legal Terms
If any provision is invalid or unenforceable, the remaining provisions remain in force. The parties will use reasonable efforts to replace the affected provision with a valid provision that most closely reflects the original intent.
Signoris may assign its rights and obligations under the agreement upon prior written notice to the Contractor, unless the agreement states otherwise.
These Cooperation Terms are governed by the laws of England and Wales, without regard to conflict of law provisions.
Any dispute arising out of or relating to these Cooperation Terms or the relevant agreement, including disputes concerning validity, interpretation or enforcement, shall be resolved by the London Court of International Arbitration.