Marinion International OÜ, Järvevana tee 9, Tallinn, 11314, Estonia, Registry code (EE): 17372214, as the operative company and franchising entity of MARINION INTERNATIONAL™ (hereinafter: the Company, We, or Us), provides business consulting, business conciliation, and other advisory services through its own organization and through a network of independent franchised Service Providers and licensees (hereinafter: Service Providers). The Company may act as a Service Provider.

These General Terms of Service (hereinafter: TOS) govern the relationship between the Company and/or the Service Provider and the user of the services (hereinafter: Client, or You). By engaging or receiving services from the Company or any Service Provider within the MARINION INTERNATIONAL™ network, the Client agrees to be bound by these TOS.

1. SCOPE OF SERVICES AND REGULATORY DISCLAIMER

1.1 Nature of Services and Client Reliance

The Company and the Service Providers offer specialized business consulting, strategic advisory services, and conciliation. These services are based on professional analysis and recommendations. THE CLIENT EXPRESSLY ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR ALL FINAL DECISIONS AND AGREES TO RELY ON ITS OWN INDEPENDENT JUDGMENT AND PROFESSIONAL ADVISORS BEFORE ACTING UPON ANY RECOMMENDATION OR INFORMATION PROVIDED BY THE COMPANY OR ITS SERVICE PROVIDERS.

1.2 Exclusion of Regulated Services

THE COMPANY DOES NOT PROVIDE ANY REGULATED SERVICES, INCLUDING, BUT NOT LIMITED TO: LEGAL ADVICE, LEGAL REPRESENTATION (LEGAL AID), FINANCIAL ADVICE, AUDITING, INVESTMENT ADVICE, OR TAX ADVICE.

Any information or recommendation provided by the Company or a Service Provider is for general guidance only and should not be construed as regulated professional services. The Client is solely responsible for seeking advice from appropriately licensed and regulated professionals (e.g., lawyers, accountants, licensed financial advisors) regarding the application of any advice or recommendation.

1.3 Licensed Services Exception

The exclusion in Section 1.2 is subject to the following exception: A Service Provider may explicitly contract with the Client to provide a specific regulated service only if the Service Provider holds all necessary local authorizations, licenses, and permits required by law for that specific service. In such a case, the Service Provider acts exclusively on its own behalf regarding that regulated service, and the Company remains excluded from all responsibility and liability related to that regulated service.

1.4 Disclaimer of Warranties

THE COMPANY AND SERVICE PROVIDERS PROVIDE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY AND SERVICE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICE RESULTS ARE GUARANTEED OR ERROR-FREE. The Client acknowledges that no specific service outcome or result is warranted or guaranteed by the Company or any Service Provider.

2. FEES, PAYMENT, AND CURRENCY

2.1 Pricing

Fees for services will be determined according to the SCHEDULE OF SERVICE FEES as published by the Company, unless otherwise agreed upon in writing in an individual contract or contract equivalent (including, but not limited to, a services contract, engagement letter, offer, quote, proforma invoice, or service order), between the Client and the Service Provider or the Company.

2.2 Payment Currency and Exchange Rate

The primary pricing currency for all services is the Euro (EUR). If, in a specific case, payment in another currency is expressly authorized, the payment is subject to the European Central Bank (ECB) middle exchange rate on the date the payment is received by the Service Provider or the Company. The Service Provider may, at their sole discretion and at their own risk, decide to accept other currencies in a matter different from the one stated herein.

2.3 Taxes

All fees are exclusive of any applicable taxes (VAT, withholding tax, etc.) and other duties, which shall be borne and reported exclusively by the Client, unless otherwise explicitly agreed in written form and on a case-by-case basis, or explicitly mandated by law. All fees invoiced shall be augmented by any applicable taxes and other duties.

2.4 Advance Payment and Non-Refundability

An advance payment of 50% of the estimated fee is required as the Client's service order confirmation and full acceptance. This advance payment is NON-REFUNDABLE and shall be considered a cancellation fee and termination penalty in the event the Client cancels or prematurely terminates the service agreement. This non-refundability also applies to all monthly retainer fees paid in advance. Advance payment may be waived or determined differently if the Service Provider and the Client explicitly agree so in writing.

2.5 Right to Withhold Delivery

Full payment is required before final service delivery. The Service Provider or the Company has the right to withhold the final delivery (including final reports, analyses, other documentation subject to service, or commencement of conciliation & other consultancy meetings) until the reception of full payment. If this right to withhold delivery has not been executed, and full delivery has been made or the Client has been notified of readiness for the final delivery, the Client can no longer cancel or terminate the contract, but is obliged to pay the full fee for the provided service.

3. EXPENSES

3.1 Third-Party Expenses

If the execution of the service requires the engagement of a third party, i.e. translator, notary public, courier, lawyer, or any third party or institution, whether public or private, licensed or unlicensed, or if the performance of the service requires the payment of certain taxes, charges, fees, or similar duties, such expenses are not included in the service fee and are fully borne by the Client, unless otherwise is expressly agreed in writing.

3.2 Travel and Accommodation Expenses

The service fee includes the provision of services and delivery only via means of electronic communications. If delivery of service requires physical presence of the Service Provider, all related costs, including travel, accommodation & meals, and eventual delivery expenses, are fully borne by the Client, unless otherwise expressly agreed in writing.

3.3 Expense Recovery

If the Service Provider or the Company covers expenses defined in Sections 3.1 and 3.2, they are entitled to add such expenses to the final invoice or issue a separate invoice to the Client for the recovery of these expenses.

3.4 Specific Agreements on Expenses

The Client and the Service Provider may expressly agree in writing that expenses, as defined under this Section 3, are included in the service fee.

4. LIMITATION OF LIABILITY AND INDEMNIFICATION

4.1 Limitation of Liability

THE CLIENT AGREES THAT THE AGGREGATE LIABILITY OF MARINION INTERNATIONAL OÜ AND/OR THE APPLICABLE SERVICE PROVIDER, COLLECTIVELY, FOR ANY DAMAGE, LOSS, OR EXPENSE INCURRED BY THE CLIENT AND/OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO THE SERVICES, SHALL BE STRICTLY LIMITED TO FIFTEEN PERCENT (15%) OF THE NET VALUE OF THE CONTRACT FOR THE PROVISION OF THE PARTICULAR SERVICE.

If any provision of this Section 4 is found to be void, unenforceable, or if a higher limitation of liability is mandatorily required by applicable law, the liability stated herein shall be automatically modified to cover the minimum limit permitted by law, without voiding the entire limitation.

4.2 Limitation for Continuous Services

If the service is of a continuous or periodic nature, the value of the service to which the limitation in Section 4.1 applies shall be taken as the sum of the value of the service delivered in the last three (3) calendar months immediately preceding the event giving rise to the claim.

4.3 Exclusion of Company Liability for Service Providers

MARINION INTERNATIONAL OÜ IS IN NO EVENT RESPONSIBLE OR LIABLE FOR ANY DAMAGE, LOSS, OR MISCONDUCT CAUSED BY A SERVICE PROVIDER OR ANY THIRD PARTY. This exclusion of liability applies unless the Company is acting directly as the contracted Service Provider in that specific engagement. THE CLIENT ACKNOWLEDGES THAT ANY CLAIM FOR DAMAGES, LOSSES, OR EXPENSES ARISING FROM THE ACTIONS OR OMISSIONS OF A SERVICE PROVIDER MUST BE DIRECTED SOLELY AGAINST THAT SPECIFIC SERVICE PROVIDER.

4.4 Waiver and Specific Agreements

The Client and the Service Provider may expressly and in writing agree to a different scope of liability than that set forth in this Section 4, for a specific engagement.

4.5 Exclusion of Indirect Damages

Neither the Company nor the Service Provider shall be liable for any indirect, incidental, consequential, special, punitive, exemplary, or civil damages, including, but not limited to, loss of profits, revenue, or business opportunity.

5. GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION

5.1 Governing Law and Jurisdiction

By using the services of Marinion International OÜ, the Client agrees to the exclusive jurisdiction of the competent courts in Estonia for all disputes involving the Company, and the application of Estonian law shall govern the relationship.

5.2 Alternative Jurisdiction for Service Providers

In relation to the Service Providers operating under a franchise or other MARINION INTERNATIONAL™ license, the Client and the Service Provider are permitted to contractually agree upon a different jurisdiction and applicable law for their relationship.

5.3 Mandatory Conciliation

The Client agrees that any dispute, controversy, or claim arising out of or relating to these TOS or any Services Agreement, in which Marinion International OÜ is named as a defendant, must first be attempted to be resolved through an official complaint (pursuant to Section 11), and subsequently, if the outcome of the complaint is not satisfactory to the Client, by conciliation in a procedure recognized in Estonia. The Client is prohibited from initiating litigation against the Company until mandatory conciliation proceedings have been exhausted or formally terminated.

5.4 Language of Proceedings

The language of any conciliation or judicial proceeding shall be English, Croatian or Estonian, at the discretion of the Company.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Background IP

The Company and its Service Providers retain exclusive ownership of all proprietary materials, methodologies, tools, software, processes, templates, and know-how utilized in the provision of the services (hereinafter: Background IP). Nothing in these TOS or in any individual contract grants the Client any rights, title, or interest in or to the Background IP.

6.2 Ownership of Project IP

Unless otherwise expressly agreed in writing, the Company and/or the Service Provider shall retain ownership of all intellectual property, including, but not limited to, copyrights and proprietary rights, related to the reports, recommendations, analyses, other created documentation, and deliverables created specifically for the Client under an engagement (hereinafter: Project IP). The Client is granted a limited, non-exclusive, and non-transferable rights to use the specific Project IP, solely for its internal business purposes.

6.3 Trademark Acknowledgment

The Client recognizes and acknowledges that MARINION INTERNATIONAL™ alongside its associated logo is a trademark and the intellectual property of its respective owners. Any unauthorized use, reproduction, or imitation of this trademark, logo, or any similar identifying mark, without explicit prior written permission from the Company, is strictly prohibited. All rights related to MARINION INTERNATIONAL™ and its associated logo are expressly reserved by its owners.

7. CONFIDENTIALITY

7.1 Definition of Confidential Information

"Confidential Information" means all non-public, proprietary, or sensitive business, technical, or financial information disclosed by one party (hereinafter: the Disclosing Party) to the other party (hereinafter: the Receiving Party), whether orally or in writing, including, but not limited to, client data, reports, methodologies, and business plans. Confidential Information does not include information that: (a) is or becomes publicly available without breach of these TOS; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party; or (c) is received from a third party without breach of any confidentiality obligation.

7.2 Obligation of Non-Disclosure

The Receiving Party shall not disclose, copy, publish, or use the Disclosing Party's Confidential Information for any purpose other than fulfilling the obligations under the relevant service agreement. The Receiving Party shall take all reasonable measures to protect the secrecy of and avoid unauthorized use, disclosure, or publication of the Confidential Information. This obligation survives the termination of the services relationship. NOTWITHSTANDING THE FOREGOING, LIABILITY FOR ANY BREACH OF THIS CONFIDENTIALITY OBLIGATION SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 4 (LIMITATION OF LIABILITY AND INDEMNIFICATION).

7.3 Permitted Disclosure

Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, court order, or governmental authority acting within the scope of its legal authority.

8. CLIENT DECLARATION ON COMPLIANCE, FUNDS, AND LIABILITY

8.1 Declaration on Legitimate Funds

The Client hereby declares and guarantees, under full material and criminal liability, that all funds used for the payment of services to the Company and/or the Service Providers, including advance payments and fees, are of lawful and legitimate origin and are not the result of any criminal activity, money laundering, financing of terrorism, or any other illegal act.

8.2 Declaration on Use of Services

The Client declares that it shall not use the services provided by the Company and/or the Service Providers, directly or indirectly, for the purpose of any criminal, immoral, illegal, or inadmissible activities. The Client undertakes to use the services exclusively for legitimate business purposes.

8.3 Client Liability

The Client assumes full civil and criminal liability for the truthfulness of the declarations made in this Section, and shall indemnify and hold harmless the Company and the Service Providers from any liability, damage, and costs arising from the Client's breach of or false declaration made in this Section.

8.4 Right to Refuse Service

The Company and/or the Service Providers reserve the right, at their sole discretion, to immediately refuse the provision of service, terminate the contract, or cease the engagement at any time if they suspect or have a reasonable belief that a breach of the provisions of this Section has occurred.

9. FORCE MAJEURE

Neither the Company, the Service Provider, nor the Client shall be liable for any failure or delay in performing its obligations under these TOS or any individual service contract if such failure or delay is caused by events beyond its reasonable control and foreseeability (hereinafter: Force Majeure Event). Force Majeure Events include, but are not limited to, acts of God, war, terrorism, government restrictions, natural disasters, epidemics, pandemics, significant Internet or power outages, and disputes. The party affected by a Force Majeure Event shall promptly notify the other party and shall use reasonable efforts to mitigate the negative effect of the Force Majeure Event.

10. MISCELLANEOUS PROVISIONS

10.1 Severability

If any provision of these TOS is found to be invalid, contrary to the applicable positive law, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Furthermore, in case any provisions are deemed incompliant with the applicable positive laws, these TOS clauses will be modified in order to accommodate such positive norms to the maximum allowed extent in favor of the Company and/or Service Providers, without causing the null-and-void effect.

10.2 Entire Agreement

These TOS, together with the individual contract or engagement letter, offer, quote, proforma invoice, service order, or other relevant official, explicit and written document, constitute the entire agreement between the parties regarding the service subject matter.

10.3 Amendments

The Company reserves the right to amend these TOS at any time. Any changes will be published on the website www.marinionint.com, and become effective immediately upon publication, unless a later date has been set.

10.4 Discretionary Rights

Service Providers and the Company reserve the right, at their sole discretion, to refuse to provide a particular service and/or to refuse to provide services to a specific Client, without obligation to state the reasons for such a decision. The Service Provider shall refuse to provide the service requested by the Client if it is determined that the provision of such service would be contrary to positive laws and/or public morality. All services are available under capacity constraints of Service Providers.

10.5 Language Precedence

These TOS are drafted equally in both English and Croatian language. In the event of any language dispute regarding the content of these TOS, the English language version shall prevail.

10.6 Termination

Either party may terminate the engagement or service agreement upon written notice to the other party in the event of a material breach of these TOS or the relevant service agreement which remains uncured 30 days after receiving written notice thereof. Upon termination, all outstanding payments from the Client shall become immediately due.  The provisions of Sections 1.4, 4, 5, 6, 7, 8, 10, and 11 shall survive the termination of the services relationship.

11. NOTICES AND COMPLAINTS

11.1 Official Channel of Communication

All complaints, requests, or official notices addressed by the Client to the Company must be sent exclusively via email to: info@marinionint.com. Any complaint, request, or notice sent by any other means shall be considered unofficial communication, and the Company is not obliged to act upon it. The Company is not obliged to act upon complaints regarding Service Providers, but may forward such complaints to the Service Provider concerned, without any warranty or liability on the part of the Company.

11.2 Handling of Complaints

Upon receipt of an official complaint, the Company shall provide the Client, within a reasonable or prescribed period, with a response regarding the merits and/or outcome of the complaint.

12. PRIVACY POLICY

12.1 Incorporation of Privacy Policy

The Client acknowledges and agrees that the collection, use, and processing of their personal data by the Company and/or Service Providers, including data collected through the website or during the provision of services, is governed by the separate PRIVACY POLICY of Marinion International OÜ. The Privacy Policy is hereby incorporated into these TOS by reference and forms an integral part of the agreement between the parties.

Marinion International OÜ

18.12.2025.