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Service Agreement

Effective Date: 27 November 2025

This Service Agreement ("Agreement") is entered into by and between:

Client
Name Radix BR
CNPJ 11.677.441/0001-49
Address Rua do Passeio, 38 - Sala 1401 - Setor 2 - Centro - Rio de Janeiro / RJ
Represented by Wislann Alves dos Santos
Title General Manager

Provider
Name Minnova OÜ
Registry Code 16513523
Address Kangru tee 19/2-1, Lubja, 74010 Harju maakond, Estonia
Represented by Paulo Henrique de Oliveira Curado and Leonnardo Enes de Campos
Title Co-owners & Managing Directors

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 45 USD per hour.
  • 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 shall incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

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 or as required by law or court order. If legally compelled to disclose, the disclosing Party shall provide reasonable advance notice to the other Party where permitted.

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: comercial@radix.com.br
  • Provider Email: contact@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 State of Texas, United States.
  • Parties shall attempt good-faith negotiation to resolve disputes.
  • If unresolved, disputes shall be submitted to the state or federal courts located in Texas, United States.

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. General Provisions

11.1. Force Majeure

Neither Party shall be liable for delays or failures in performance due to circumstances beyond reasonable control, including natural disasters, war, terrorism, pandemic, government action, or interruption of essential utilities. The affected Party shall notify the other promptly and use reasonable efforts to mitigate the impact.

11.2. Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.3. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, or agreements relating to this subject matter.

11.4. Amendments

This Agreement may only be amended by written instrument signed by both Parties.

11.5. Counterparts

This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original and together shall constitute one agreement.

11.6. Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, neither Party shall directly solicit for employment any employee or contractor of the other Party who was involved in the performance of Services, without prior written consent.

11.7. Data Protection

Both Parties shall comply with applicable data protection laws, including GDPR where applicable. Provider shall process Personal Data only as necessary to perform the Services and shall implement appropriate technical and organizational security measures.

12. Signatures

For the Client

Radix BR
Name: Wislann Alves dos Santos
Title: General Manager
Signature
Date

For the Provider

Minnova OÜ
Paulo Henrique de Oliveira Curado
Co-owner & Managing Director
Signature
Date
Leonnardo Enes de Campos
Co-owner & Managing Director
Signature
Date