APHEXION EXCLUSIVE SERVICES AGREEMENT OUTLINE

Last Updated: July 2025

This Service Agreement (“Agreement”) governs the terms and conditions under which Aphexion OÜ, a company incorporated under the laws of Estonia with registered office at Telliskivi 57‑12, 10412 Tallinn, Estonia (“Aphexion”), provides Exclusive Services to its clients (“Client”).

By engaging Aphexion for any exclusive project, consultation, or subscription, the Client agrees to the terms set forth below.

 

1. Scope of Services

Aphexion offers advanced and customized services, including but not limited to:

• R&D consulting in artificial intelligence, fintech, and blockchain

• Technical infrastructure design or optimization

• ICEP-based incubation support (legal, technical, strategic)

• Algorithmic solution prototyping

• Life sciences data modeling or integration

• Regulatory consulting (e.g., AML/KYC/CDD compliance)

Specific service scopes, deliverables, and timelines may be detailed in a separate Statement of Work (SOW) or Proposal Document.

 

2. Engagement & Onboarding

• Upon engagement, Aphexion will issue a confirmation letter or onboarding form to formalize service intent.

• A project coordinator may be assigned for multi-phase or multi-service engagements.

• Both parties shall collaborate on finalizing scope and required resources.

 

3. Fees and Payment Terms

• Fees may be fixed, milestone-based, or hourly, as stated in an accompanying invoice or proposal.

• All payments are due within 14 calendar days of invoice date unless otherwise agreed.

• Aphexion reserves the right to pause work or revoke access to deliverables in case of payment delay.

• All prices are exclusive of VAT or applicable taxes.

 

4. Intellectual Property (IP)

• Pre-existing IP remains the sole property of the original holder (Aphexion or Client).

• Deliverables created during the engagement may be:

  • Licensed to the Client (non-exclusive or exclusive), or

  • Transferred to the Client with full assignment,
    as mutually agreed and documented in the SOW or Agreement Appendix.

 

5. Confidentiality

• Both parties agree to maintain the confidentiality of all proprietary or sensitive information shared during the term of this Agreement.

• This obligation shall survive for 5 years after the conclusion of services.

• Aphexion may reference the collaboration in its portfolio only with prior written consent.

 

6. Client Responsibilities

The Client agrees to:

• Provide timely access to necessary data, systems, and stakeholders

• Respond to requests for approvals, decisions, and documentation

• Fulfill payment and logistical obligations as specified

 

7. Warranties and Disclaimers

• Aphexion warrants that services will be performed using qualified personnel and best-effort technical diligence.

• However, Aphexion makes no guarantees on commercial success, funding outcomes, or regulatory approval unless expressly stated.

• Services are provided “as is” unless otherwise specified.

 

8. Limitation of Liability

• Neither party shall be liable for indirect, consequential, or incidental damages, including lost profits, unless caused by gross negligence or willful misconduct.

 

9. Termination

This Agreement may be terminated:

• By either party with 30 days’ written notice

• Immediately in the case of breach, insolvency, or non-performance

• Upon mutual agreement

In the event of termination, the Client is obligated to pay for all completed work and reimbursable expenses incurred up to the effective termination date.

 

10. Governing Law and Jurisdiction

This Agreement is governed by the laws of Estonia.
Any disputes shall be settled in the competent courts of Tallinn, Estonia.

 

11. General Provisions

• This Agreement represents the entire understanding between the parties and supersedes all prior discussions.

• Amendments or modifications must be made in writing and agreed upon by both parties.

• Force Majeure: Neither party shall be held liable for delays due to causes beyond their reasonable control.

• Upon approval separate Services Agreement outlining the scope of the work, NDAs and other necessary agreements will be formalized between Aphexion and Client(s).

 

For questions or legal correspondence, contact:
📧 info@aphexiontech.com
🏢 Aphexion OÜ, Telliskivi 57‑12, 10412 Tallinn, Estonia