# Telcoin Association Service Agreements Proposal **URL:** \ **Category:** TIP\ **Created:** [December 27, 2024, 10:00am UTC](https://forum.telcoin.org/t/telcoin-association-service-agreements-proposal/410 "2024-12-27T10:00:02Z")\ **Posts on this page:** 6\ **Page:** 1
**Author:** ![timmahota](https://avatars.discourse-cdn.com/v4/letter/t/bcef8e/32.png) [@timmahota](https://forum.telcoin.org/u/timmahota)\ **Post date:** [December 27, 2024, 10:00am UTC](https://forum.telcoin.org/t/telcoin-association-service-agreements-proposal/410/1 "2024-12-27T10:00:02Z")
# TELCOIN ASSOCIATION SERVICE AGREEMENTS PROPOSAL ## Abstract of Proposal Telcoin Association (“TA”) governs its operations through Councils the structure and operation of which is delineated in the Constitution. TA carries out its operations through its wholly-owned subsidiary Telcoin Autonomous Ops Ltd., (“TAO”). TA may direct the TAO through general instructions, e.g. “enter into all appropriate service agreements” or it may direct the TAO through specific instructions, e.g. “enter into the XYZ contract.” The TA may give specific instructions when there may be specific reasons to do so, e.g. if there is an actual or appearance of a conflict of interest. The TA is free to give general or specific directions in the circumstances and manners it deems appropriate and in its sole absolute discretion. This Service Agreement Proposal is a combination of general and specific directions. ## Proposal Specification 1. Approve the following service agreements between the following parties: a. License and Services Agreement by and between Telcoin Holdings Pte. Ltd. And Telcoin Autonomous Ops Ltd. b. Services Agreement between Fiduciaria Ortelli SA and Telcoin Autonomous Ops Ltd., for itself and by and on behalf of Telcoin Association. 2. Authority to enter into any agreement including, without limitation, service agreements it determines in its sole and absolute discretion are necessary or appropriate for conducting the business and mission of the TA and consistent with its constitution. 3. Authority to enter into agreements with the TAO or TA and/or the both of them as the contracting parties to be bound by the benefits and obligations of the contract terms. 4. Authority to obtain from TA funds and resources as needed to fulfill contractual obligations it has entered into by and for itself and/or by and on behalf of the TA. 5. Ratification of all prior service agreements entered into by TA with service providers. 6. Conflict Disclosure, Acknowledgment, Waiver and Indemnification: a. Conflict Disclosure: Certain persons providing services to TA and the TAO may have actual and/or the appearance of a conflict of interest with the TA, TAO and their Members, Councils, shareholders, officers, directors, employees and agents (collectively “TA Interested Parties”). Tim Mahota and Parker Spann are employed by and have material ownership in Telcoin Holdings Pte. Ltd., and its subsidiaries (collectively “THPL”). They also have material ownership in TEL tokens. THPL has provided, intends to provide future material services to TA/TAO. As such it, and Mr. Mahota and Mr. Spann, have an actual conflict of interest to the interests of the TA/TAO. b. Conflict Acknowledgment: The TA Interested Parties, hereby acknowledge the conflict of interest and that there may be the same or similar or other conflicts of interest between Mr. Mahota, Mr.Parker, THPL and its representatives and agents (collectively “THPL Parties”). The TA Interested Parties acknowledge that the TA Interested Parties receive significant consideration from the THPL Parties, such as efficiency and economy of services received such that waiver of such existing and future conflicts of interest is appropriate. c. Conflict Waiver: TA Interested Parties waive any actual or appearance of conflict of interest, past, present or in the future, of the THPL Parties. TA Interested Parties agree to hold THPL Parties harmless from any claim arising from, or related to, a conflict of interest as indicated herein. d. Conflict Indemnification: TA and TAO agree to indemnify and defend THPL Parties from any claim arising from, or related to, a conflict of interest as indicated herein. TA Interested Parties also shall defend THPL Parties in any claim to which they individually bring against THPL Parties. ## Proposal Rationale This proposal is also asking for approval for some initial set-up service agreements as these are the first agreements the TA/TAO will enter into and which, because of the time and circumstances of their negotiation may have actual or an appearance of conflicts of interest. The proposal allows the TAO freedom to act reasonably without having to get specific approval on every agreement including, without limitation, service agreements. This makes operations more efficient and practicable. The proposal also allows the TAO to bind the TA to certain agreements if necessary, and also obtain funds and resources from the TA so the TAO can fulfill its obligations under the agreements. In order to obtain operational and cost efficiencies it has been, and may continue to require certain persons to act by and on behalf of multiple entities which poses an actual or appearance of a conflict of interest between the interests of the TA and/or its council members. In order to obtain the services and efficiencies these persons provide, they must be disclosed, authorized and waived by the TA. ## Next Steps The TA will hold a vote on the Proposal through Snapshot by the Council members of the relevant council(s). If the vote is in favor of the proposal, then the TA will notify TAO representatives who will enter into the proposed agreements and commence other business operations so that it may be the fully operational arm of the TA in order to carry out the TA’s mission pursuant to its constitution. ## Q&A **What if the TAO needs to enter into other service agreements?** The TAO, pursuant to the authority of this proposal, is authorized to enter into agreements it reasonably determines are needed to carry out its own operations and the directions of the TA. These can be service agreements or any other agreement which is not inconsistent with the directions of the TA (as implemented through it’s constitution) or applicable law. **What if the TAO needs to enter into other agreements, such as leases or employment agreements?** Businesses must enter into a myriad of agreements to legally exist and also conduct operations in an efficient manner. Agreements may be formal and informal. So the TAO will necessarily enter into business-related agreements such as leases and employment agreements as well as other agreements, the nature and extent of which cannot be fully determined at this point. **What if the TAO needs to modify or terminate agreements?** The TAO, pursuant to the authorization in this proposal can enter into, modify or terminate any agreement it needs to in order to conduct its business consistent with the directions it receives from the TA and consistent with applicable law. **Will the TAO obtain TA permission for all agreements and/or actions it takes with respect to agreements (e.g. termination or amendment) that the TAO wants to do for itself and on behalf of the TA?** No. Such a restrictinve condition would make operations inefficient at best, and impossible at worst. The TAO is free to conduct business in accordance with the TA’s general directions, but specifically in accordance with the TAO’s representatives’ business discretion. **What will the TAO do in light of the conflict acknowledgment and waiver?** The TAO will be free to enter into agreements with conflicted persons by and on behalf of itself and the TA, which agreements my acknowledge and waive any actual or apparent conflicts of interest. The agreements may also hold the conflicted persons harmless as well as indemnify and defend them using TA resources in the event the TA or anyone claiming by or on behalf of the TA or otherwise pursues a claim against them arising or related to any service, conflicted or otherwise, provided by such conflicted persons to the TAO, TA or other related person. **What if Council Members have additional questions?** Please send any questions, comments or concerns to Parker Spann at [parker@telcoin.org](mailto:parker@telcoin.org) or Tim Mahota at [tim@telcoin.org](mailto:tim@telcoin.org) (cc: [compliance@telcoin.org](mailto:compliance@telcoin.org)). ## Attachments Attached below are copies of the proposed agreements. Please note that these are the current negotiated versions. The final language of the agreements could change based on various circumstances. The TAO should seek another Proposal vote if the language of these agreements would materially change to the detriment of the TA, but the TAO is free to not do so, if it determines in its reasonable discretion, and pursuant to the general contracting authority that the TA gives the TAO in this proposal, if the TAO determines that reauthorization is not appropriate or otherwise needed under the circumstances. ### e. License and Services Agreement by and between Telcoin Holdings Pte. Ltd. And Telcoin Autonomous Ops Ltd. ![telcoin-logo-color-token](https://canada1.discourse-cdn.com/flex032/uploads/telcoin/original/1X/771858094b05657252378e4ef5165cb85cde8fc5.png) **License and Services Agreement** This License and Service Agreement (the “Agreement”), effective as of the last date stated on the signature page below (the “Effective Date”), is entered into by and between Telcoin Holdings Pte. Ltd., (“Telcoin” or “Licensor”) and Telcoin Autonomous Operations Ltd., (“TAO” or “Licensee”) (collectively the “Parties”). In consideration of the mutual promises herein, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows: 1. **ATTACHMENTS** The following attachments are attached hereto and incorporated by reference herein. Attachment A: Services Attachment B: Service Fees Attachment C: Additional Terms 2. **LICENSE** Licensor grants to Licensee a non-assignable, nontransferable (except as expressly stated herein), non-assignable (except as expressly stated herein), non-exclusive license to receive and use the Service(s) Licensee pays for in Attachment B hereto. 3. **TERMS OF PAYMENT** Licensee shall pay fees, without deduction or setoff, as stated in Attachment B. All invoiced fees are due net 30 from date of receipt of invoice unless otherwise stated. Licensee shall pay all taxes, levies or duties, and any third- party line and other charges to connect and/or use the Service resulting from this Agreement including, without limitation VAT or similar tax but excluding tax solely on TAO’s net income. When TAO has the legal obligation to pay or collect taxes for which Licensee are responsible pursuant to this Section, the appropriate amount shall be invoiced to and paid by Licensee. All fees quoted and payments made hereunder shall be due in USDC or TEL (and if in TEL, then payment shall be with TEL valued at 95% of the price on the date prior to payment being due) or other consideration as agreed to by the Parties in writing. All fees quoted and payments made hereunder shall be due in USDC or TEL (and if in TEL, then payment shall be with TEL valued at 95% of the price on the date prior to payment being due) or other consideration as agreed to by the Parties in writing. The value of TEL shall be determined by price quoted on Coingecko or other reference exchange as agreed by the Parties in writing. All fees are non-refundable and non-creditable. There shall be no returns. All amounts due hereunder not paid on the date such amounts are due and payable shall bear interest from the date on which they were due at the annual United States CPI-U rate. The value of TEL for purposes of late payments shall be 95% of the lower of: 1) the closing price on the date that payment is made, or 2) the closing price on the day prior to payment being made, or 3) the price on the date the payment was due. 4. **LIABILITY/WARRANTY/INDEMNITY** 5. **NONDISCLOSURE** All (oral or written) business, technical, financial and other information provided by a party (“disclosing party”) to the other party (“receiving party”) under this Agreement which is stated as confidential or from all of the facts and circumstances appears confidential shall be deemed “Confidential Information.” The confidentiality obligations set forth herein shall not apply to information disclosed by the disclosing party that the receiving party can prove by competent and admissible evidence (i) is or has become generally publicly known through no fault of the receiving party, (ii) was in its possession or known by it, without restriction, prior to receipt from the disclosing party, (iii) was rightfully disclosed to it by a third party without restriction, (iv) was independently developed without use of or access to any Confidential Information of the disclosing party, or (v) was required to be disclosed by court order, provided that the receiving party has promptly notified the disclosing party about such requirement, has attempted to limit such disclosure and to obtain confidential treatment or a protective order, and has allowed the disclosing party to participate in any such undertakings and proceedings. Licensee acknowledge and agree that if Licensee use the System, then any content and/or data transmitted through or with the assistance of the System may be used by Licensee so long as personal identifiers of individuals are removed from such content. Except as expressly permitted in this section, all Confidential Information shall be held in confidence by the receiving party and not disclosed or used by the receiving party except as permitted by this Agreement or as expressly authorized in writing by the other party. Each party shall use at least the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. 6. **TITLE** Title to and full ownership of the Service(s), except those licensed to Licensee, results and any derivations, modifications or changes thereto shall remain with Licensee. The Telcoin name is a trademark of Telcoin Holdings Pte. Ltd., and is licensed to Licensee for its use. 7. **RECORDKEEPING** The Parties shall keep complete, accurate and up-to-date records and books of account relating to Licensor use of (and distribution if applicable) of the Service. 8. **TERM AND TERMINATION** A. **Term** : This Agreement shall commence on the Effective Date and shall continue in effect for one year (1) year subsequent to the Effective Date (“Initial Term”). After the Initial Term, this Agreement shall automatically renew for further same term(s) (each a “Renewal Term”) unless terminated by either party giving written notice not less than ninety (90) days (“Notice Period”) prior to the end of the Initial Term or Renewal Term (collectively “Term”).” 9. **ARBITRATION AND INJUNCTIVE RELIEF** The parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement or arising out of or relating to this Agreement shall be settled by arbitration in Switzerland in accordance with the rules then in effect of the International Centre for Dispute Resolution. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment, including costs and fees, may be entered on nothing more than a copy of the arbitrator's decision in any court having jurisdiction over the party. Notwithstanding the foregoing, it is hereby understood and agreed that damages shall be an inadequate remedy in the event of a breach by either party of any of said covenants and that any such breach will cause great and irreparable injury and damage, and thus accordingly, each party agrees that the other party shall be entitled, without waiving any additional rights or remedies otherwise available at law or in equity or by statute, and without need of posting a bond, to injunctive and other equitable relief from a court of competent jurisdiction in the event of a breach or intended or threatened breach by the other of any of said covenants. 10. **MISCELLANEOUS** Licensee shall not be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control. This Agreement constitutes the entire agreement between the Parties for a License to Licensee for use of the Service and supersedes all proposals, negotiations and discussions, oral or written, relating to the license of the Services and all past dealing or industry custom. This Agreement may be executed in counterparts. Licensee may not assign this Agreement or otherwise convey any rights or obligations under this Agreement without the express written consent of Licensee. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Each and every notice and consent required or otherwise given or made under this Agreement shall be in writing, and shall be deemed given or made when personally delivered, when sent by email, or three days after being sent by prepaid overnight courier (e.g. Fedex) to the address of the Party to be noticed as set forth herein or such other address as such party last provided to the other party by written notice. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. No change or modification or waiver shall be made to this Agreement unless evidenced in writing and signed by a duly authorized officer of each party. This Agreement shall be governed by and construed in accordance with the laws of Switzerland. Any suit brought under this Agreement shall be brought in a court in Switzerland. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose, and neither shall have any right, power, or authority to create any obligation or responsibility on behalf of the other. The obligations contained in paragraphs 4(b), 4(c), 5, 6, 8(b), 9 and 10 shall survive the termination or expiration of this Agreement. EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. 11. **DEFINITIONS** A. “Operational Materials” means Service related guidelines published by Licensee from time to time which are incorporated herein by reference and which may be amended by Licensee in its sole discretion. B. "Service" means the services, products, information and/or intellectual property as mores specifically identified in Attachment A hereto that are ordered on Attachment B. C. "User" means a person or entity authorized by Licensee to use a portion of the Service. D. “to use” means to use, store, process and reformat the Service. BY SIGNING BELOW, BOTH PARTIES AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. | For : TELCOIN AUTONOMOUS OPERATIONS LTD. | For: TELCOIN HOLDINGS PTE. LTD. | | --- | --- | | By: | By: | | Name: Parker Spann | Name: Paul Neuner | | Title: Director | Title: Director | | Date: | Date: | **ATTACHMENT A SERVICES** All reasonably requested administrative, operational and support services as requested in writing in a Statement of Work by the Licensee, and Licenses to use third party intellectual property as necessary for Licensee to carry out its obligations and functions including, without limitation, its obligations to the Telcoin Association (collectively “Services”). **ATTACHMENT B SERVICE FEES** Fees shall be stated in writing in the Statement of Work prior to the Services being provided. The following rates will be applied to all services, as a percentage mark-up upon base salary of the employed resources contracted under this agreement, unless otherwise specified in the Statement of Work: - 33.33% Overhead Rate (to cover fringe benefits, overhead, payroll tax, and other associated employment costs) - 5% General & Administrative Rate (to cover equipment and other general and administrative costs) - 5% Profit Margin Rate These rates may be updated at any time upon mutual agreement. The initial Statement of Work is attached hereto as Statement of Work #1. **ATTACHMENT C ADDITIONAL CONDITIONS** Licensee represents and warrants on a continuing basis as long as Licensee is authorized to access and use the Service that: (a) Licensee may modify or delete the Service, or any portion thereof, at any time in its sole and absolute discretion. Licensee shall bear the responsibility and expense of making any resultant changes to Licensor use and/or distribution of the Service. (b) Licensee shall not reverse assemble, decompile, reverse engineer or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) from the Service (c) Licensee shall cease all distribution or use of the Service(s) upon receipt of written direction of Licensee. This obligation survives termination of this Agreement. (d) Licensee understands and agree that successful completion of Licensee’s obligations herein is dependent upon Licensee providing Licensee with assistance as requested by Licensee including, without limitation, access to Licensor facilities and providing Licensor information and input in a timely manner. Any failure or delay by Licensee in providing assistance shall equitably modify and extend Licensee’s obligations herein. (e) Licensee shall use all reasonable efforts to co-operate with and assist Licensee in preventing, or identifying and ending, any unauthorized receipt, display, redistribution or the Service. Licensee shall promptly notify Licensee of any such unauthorized receipt, display or redistribution of the Service known or suspected by Licensee. (f) Licensee reserves the right to enter into a direct relationship relating to the Service with any third party. (g) Any use or distribution of the Service not expressly specified herein is prohibited. ## STATEMENT OF WORK #1 | Service Provider | Telcoin Holdings pte. Ltd. | | --- | --- | | Service Provider Contact | Shunsuke Takamatsu | | Project name | Telcoin Association Project | | Begin date | January 1st 2024 | | End date | Undetermined | ### Services to be provided: | Service Description | Delivery Schedule | Service Fees | Payment Schedule | | --- | --- | --- | --- | | - TA Governance - Telcoin Network - TA Website   - TELX   - TEL Token - TAN (Telcoin Application Network) - Ongoing Support & Maintenance Agreement - General & Admin - Business Development | Variable based on project | Calculated based on employee payroll and work contribution,Including standard markup rates for Overhead, G&A, and Profit as stated in the License and Services Agreement | Quarterly | * * * ### Acceptance and authorization The terms and conditions of the **License and Services Agreement** apply in full to the services and products provided under this Statement of Work. **IN WITNESS WHEREOF** , the parties hereto each acting with proper authority have executed this Statement of Work, under seal. | Telcoin Autonomous Operations Ltd. (“Service Provider”) | Telcoin Holdings Pte. Ltd. (“Services Recipient”) | | --- | --- | | Full Name: Parker Spann | Full Name: Paul Neuner | | Title: Director | Title: Director | | Signature: | Signature: | | Date: | Date: | f. **Services Agreement between Fiduciaria Ortelli SA and Telcoin Autonomous Ops Ltd., for itself and by and on behalf of Telcoin Association.** **Attachments** Auditor Services Agreement between Fiduciaria Ortelli SA and Telcoin Autonomous Ops Ltd., for itself and by and on behalf of Telcoin Association. ## Agreement Letter Dear Telcoin Association acting by and through its wholly owned subsidiary Telcoin Autonomous Ops Ltd.: With reference to previous discussions, we hereby confirm the following: 1. **Description and Purpose of the Agreement** Telcoin Association, a Swiss verein (hereinafter referred to as "the Client") engages Fiduciaria Ortelli SA to provide its services as described below in the areas of:  Administrative and tax consulting  Administrative, legal, and tax representation  Granting of banking signature rights  Deposit and mail forwarding services  Correspondence management  Bookkeeping and preparation of financial statements  Preparation of tax returns  Preparation of VAT calculations  Payroll management  Maintenance of balance sheets  Invoicing and collection operations  Obtaining a residence permit "B" with gainful activity  Obtaining the conversion of foreign driving licenses 2. **Fees** 3. **Liability** Fiduciaria Ortelli SA assumes no liability for acts, orders, or omissions by other agents appointed upon the Client's instructions. 4. **Declaration of Duty of Care** The Client declares that they are acting on their own behalf. The Client confirms that this engagement will not be used to abusively exploit banking secrecy or fiduciary confidentiality and further declares that the assets, both now and in the future, in achieving the corporate purpose, do not originate from criminal actions or omissions. 5. **General Terms and Conditions** The attached General Terms and Conditions are an integral part of this engagement and are deemed to have been read and approved by the Client upon signing this engagement letter. In the event of discrepancies, the provisions of this engagement letter shall prevail. **Fiduciaria Ortelli SA** Lorenzo Ortelli If you accept this engagement letter and the General Terms and Conditions, please sign and return a copy of this engagement letter to us. Place and Date: Lugano, … Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ … ## GENERAL TERMS AND CONDITIONS 1. **GENERAL TERMS** His document sets out the basis on which Fiduciaria Ortelli SA will provide its services. Fiduciaria Ortelli SA will submit an Engagement Letter to the Client outlining the purposes of the services to be provided and the applicable fees for the specific engagement. The signing of the Engagement Letter or the communication of instructions to carry out the activity constitutes acceptance of the terms and conditions contained in the Engagement Letter and these General Terms and Conditions. These General Terms and Conditions will also apply to all subsequent relationships between the Client and Fiduciaria Ortelli SA. 2. **NATURE OF ADVICE AND SERVICES** The level of detail and information provided by Fiduciaria Ortelli SA concerning any engagement may vary depending on the commercial importance the Client assigns to the requested activity, as well as on timing and urgency. The nature of the advice and work will be defined by the specific purposes of the engagement entrusted to Fiduciaria Ortelli SA, the level of detail and accuracy of the information provided to Fiduciaria Ortelli SA, and the agreed timeline. Unless otherwise requested, the advice provided will be limited to matters governed by Swiss law. Fiduciaria Ortelli SA will not be liable for any failure to perform the engagement due to circumstances and causes beyond Fiduciaria Ortelli SA's reasonable control or those excluded in the Engagement Letter or these General Terms and Conditions. Fiduciaria Ortelli SA will perform its work with the utmost diligence; however, no guarantee of success is provided. 3. **PROFESSIONAL LIABILITY** In performing the requested services, Fiduciaria Ortelli SA will act with due care and appropriate competence. The liability of Fiduciaria Ortelli SA, its partners, associates, employees, and auxiliaries toward the Client and third parties is limited to willful misconduct and gross negligence and, in any case, to the amount of fees owed by the Client. In the event of disputes regarding services provided by other professionals in Switzerland or abroad, the Client agrees that claims may only be made against such professionals, and Fiduciaria Ortelli SA shall have no liability. 4. **CLIENT’S OBLIGATIONS** The Client must provide complete, accurate, and timely information and instructions. Fiduciaria Ortelli SA will assist the Client in identifying information and documents that may be relevant to the engagement; however, it remains the Client's sole responsibility to provide all facts, information, and documents for which the Client seeks advice. Fiduciaria Ortelli SA assumes no liability for adverse consequences resulting from delays, inaccuracies, or omissions in transmitting information or instructions. Failure to provide complete and accurate information and instructions may result in higher fees being charged to the Client if such failure leads to additional work. Fiduciaria Ortelli SA will not verify the information provided by the Client or third parties on the Client’s behalf. The Client acknowledges that Fiduciaria Ortelli SA may rely on such information during the performance of its services. 5. **FEES, COSTS, AND EXPENSES** **a. Fees** Unless otherwise agreed, Fiduciaria Ortelli SA's fees are based on the time spent on the engagement. Time is recorded and billed to the Client on an hourly basis, in accordance with the tariff of the Order of Accountants of the Canton of Ticino, with rates depending on the seniority and experience of the professional performing the work. 6. **INVOICING** Fiduciaria Ortelli SA will issue invoices for work performed at regular intervals. Fiduciaria Ortelli SA reserves the right to issue invoices more frequently if the nature of the work or the accrued fees require it. Unless otherwise specified, such invoices should not be considered as requests for advance payments but rather as compensation for the work performed by Fiduciaria Ortelli SA during the period to which the invoice refers. The invoices will also include expenses and disbursements incurred by Fiduciaria Ortelli SA on behalf of the Client, although it may not always be possible to include all expenses incurred during the period covered by a specific invoice. 7. **CONCLUSION** The engagement of Fiduciaria Ortelli SA will terminate upon the completion of an operation, including subsequent activities such as registrations, filings, or compliance formalities, or, in contentious matters, on the day a decision is issued or a settlement agreement is reached. The filing of legal remedies against decisions made by tax authorities or other authorities, as well as the recovery of costs and/or expenses from third parties, is not considered part of Fiduciaria Ortelli SA's engagement for a specific case. If the Client or Fiduciaria Ortelli SA decides to terminate the engagement, the Client must settle all fees and expenses accrued up to the termination date. Fiduciaria Ortelli SA also has the right to charge the Client for administrative expenses related to the closure of the engagement, particularly for the time spent gathering documents to be delivered or archived, as well as any necessary photocopies. 8. **CONFIDENTIALITY** Fiduciaria Ortelli SA confirms that the confidential information provided by the Client will always be protected by professional secrecy, except in cases of disclosure required by mandatory legal provisions. All letters, documents, information, or opinions provided by Fiduciaria Ortelli SA to the Client during its engagement are to be considered confidential and may only be used in connection with the purpose of the assigned engagement. Unless instructed otherwise by the Client, Fiduciaria Ortelli SA is authorized to correspond with the Client using email or other electronic means. Should Fiduciaria Ortelli SA use such means of communication, the Client acknowledges that Fiduciaria Ortelli SA cannot guarantee their security and confidentiality, as the internet is an inherently insecure communication medium. If the Client wishes to correspond with Fiduciaria Ortelli SA via secure emails, they are requested to contact Fiduciaria Ortelli SA to discuss the matter. 9. **APPLICABLE LAW – JURISDICTION** The work performed by Fiduciaria Ortelli SA, as well as these General Terms and Conditions, are governed by Swiss law, excluding conflict-of-law rules. Any dispute arising from the work performed by Fiduciaria Ortelli SA will be subject to the exclusive jurisdiction of the courts of Lugano, Switzerland. However, Fiduciaria Ortelli SA reserves the right to initiate legal actions before the court of the Client's domicile or registered office, or any other competent court, at its sole discretion. 10. **ENTIRE AGREEMENT** All work performed by Fiduciaria Ortelli SA is subject to the General Terms and Conditions outlined in this document, as well as the Engagement Letter, except for any differing agreements made in writing between Fiduciaria Ortelli SA and the Client. If one or more provisions of these General Terms and Conditions are deemed invalid or unenforceable by any court, arbitral tribunal, or other competent authority for any reason, the remaining provisions will remain separately enforceable, unless the General Terms and Conditions cannot achieve their primary purpose without the affected provisions. ## FEE SCHEDULE 1. **Introduction** a. This fee schedule applies from June 1, 2010. It is based on the Consumer Price Index as of December 2009. Hourly rates will be adjusted annually to reflect changes in the Consumer Price Index. The rates are exclusive of VAT. 2. **Fees** 2.1. **Auditing, setup, bookkeeping, and closing of accounts, tax return preparation, liquidation of companies, settlements, and general fiduciary activities performed in a straightforward context** 3. **Expenses** 4. **Advances** Pursuant to Article 2.5 of the Code of Conduct of the Order of Accountants of the Canton of Ticino, the accountant is authorized to request a reasonable advance at the commencement and during the course of the engagement. 5. **Disputes** Disputes regarding the application of this fee schedule or the Code of Conduct will be resolved by the Disciplinary Committee under the provisions of the statutes. This fee schedule was approved in Lugano by the General Assembly of the Order of Accountants of the Canton of Ticino on May 26, 2010. ---
**Author:** ![ArieJones](https://yyz2.discourse-cdn.com/flex032/user_avatar/forum.telcoin.org/ariejones/32/72_2.png) [@ArieJones](https://forum.telcoin.org/u/ArieJones)\ **Post date:** [December 27, 2024, 8:22pm UTC](https://forum.telcoin.org/t/telcoin-association-service-agreements-proposal/410/2 "2024-12-27T20:22:00Z")
Reading through this in the part it looks like the terms of Licensor, Licensee, and possibly Service Provider are jumbled up with everything referring to licensee. For example: “ Licensee shall cease all distribution or use of the Service(s) upon receipt of written direction of Licensee. This obligation survives termination of this Agreement.” Also in part b It seems as if it indicating that there are services being licensed to the TA but without any rights to the underlying IP. It was at least my understanding, vaguely, that the TA essentially is paying for the development of TAN and would control this. I was also curious that there are no caps involved in any of these agreements. Shouldn’t there be some reasonable expectation that if a quarterly statement is issued that there is some kind of definable estimated range on what it would be? Lastly, I am slightly confused as to the line that delineates Grant’s group of developers from Telcoin Holdings because in Statement of Work #1 it has Telcoin Holdings as the “service provider” but it has Paul signing for Telcoin Holdings as the “Service Receiver” and Parker for TAO as the “Service Provider” Thanks for any clarification ---
**Author:** ![Tyakemi](https://yyz2.discourse-cdn.com/flex032/user_avatar/forum.telcoin.org/tyakemi/32/66_2.png) [@Tyakemi](https://forum.telcoin.org/u/Tyakemi)\ **Post date:** [December 30, 2024, 4:54am UTC](https://forum.telcoin.org/t/telcoin-association-service-agreements-proposal/410/3 "2024-12-30T04:54:56Z")
Well spotted … I’m not a lawyer but the transposition of Licensee instead of Licensor makes the agreement meaningless ---
**Author:** ![timmahota](https://avatars.discourse-cdn.com/v4/letter/t/bcef8e/32.png) [@timmahota](https://forum.telcoin.org/u/timmahota)\ **Post date:** [January 6, 2025, 4:17pm UTC](https://forum.telcoin.org/t/telcoin-association-service-agreements-proposal/410/4 "2025-01-06T16:17:26Z")
Thanks. Let me review and revise. It was likely a result of a replace function. ---
**Author:** ![timmahota](https://avatars.discourse-cdn.com/v4/letter/t/bcef8e/32.png) [@timmahota](https://forum.telcoin.org/u/timmahota)\ **Post date:** [January 20, 2025, 12:26pm UTC](https://forum.telcoin.org/t/telcoin-association-service-agreements-proposal/410/5 "2025-01-20T12:26:57Z")
# TELCOIN ASSOCIATION SERVICE AGREEMENTS PROPOSAL ## Abstract of Proposal This proposal outlines the arrangement between Telcoin Association (“TA”) and its wholly owned subsidiary, Telcoin Autonomous Ops Ltd. (“TAO”) in formalizing two (2) Agreements to be entered into with two (2) respective Third Parties and to set forth the authority and roles of both TA and TAO, in line with the responsibilities and obligations of all the Parties, as well as establishing TA’s authority over TAO as may be referenced or applied to future agreements, provided that such future agreements involve similar services, deliverables or business activities. TA governs its operations through Councils, the structure and operation of which is delineated in its Constitution while conducting its operations through its wholly owned subsidiary TAO. As such, TA may direct the LICENSOR through general instructions, e.g. “enter into all appropriate service agreements” or it may direct the LICENSOR through specific instructions, e.g. “enter into the XYZ contract.” The TA may give specific instructions when there may be specific reasons to do so, e.g. if there is an actual or appearance of a conflict of interest. The TA is free to give general or specific directions in the circumstances and manners it deems appropriate and in its sole absolute discretion. This Service Agreement Proposal is a combination of general and specific directions. ## Proposal Specification 1. Approve the following service agreements between the following parties: a. License and Services Agreement by and between Telcoin Holdings Pte. Ltd. And Telcoin Autonomous Ops Ltd. b. Services Agreement between Fiduciaria Ortelli SA and Telcoin Autonomous Ops Ltd., for itself and by and on behalf of Telcoin Association. 2. Authority to enter into any agreement including, without limitation, service agreements it determines in its sole and absolute discretion are necessary or appropriate for conducting the business and mission of the TA and consistent with its constitution. 3. Authority to enter into agreements with the TAO or TA and/or the both of them as the contracting parties to be bound by the benefits and obligations of the contract terms. 4. Authority to obtain from TA funds and resources as needed to fulfill contractual obligations it has entered into by and for itself and/or by and on behalf of the TA. 5. Ratification of all prior service agreements entered into by TA with service providers. 6. Conflict Disclosure, Acknowledgment, Waiver and Indemnification: a. Conflict Disclosure: Certain persons providing services to TA and the TAO may have actual and/or the appearance of a conflict of interest with the TA, TAO and their Members, Councils, shareholders, officers, directors, employees and agents (collectively “TA Interested Parties”). Tim Mahota and Parker Spann are employed by and have material ownership in Telcoin Holdings Pte. Ltd., and its subsidiaries (collectively “THPL”). They also have material ownership in TEL tokens. THPL has provided, intends to provide future material services to TA/TAO. As such it, and Mr. Mahota and Mr. Spann, have an actual conflict of interest to the interests of the TA/TAO. b. Conflict Acknowledgment: The TA Interested Parties, hereby acknowledge the conflict of interest and that there may be the same or similar or other conflicts of interest between Mr. Mahota, Mr. Spann, THPL and its representatives and agents (collectively “THPL Parties”). The TA Interested Parties acknowledge that the TA Interested Parties receive significant consideration from the THPL Parties, such as efficiency and economy of services received such that waiver of such existing and future conflicts of interest is appropriate. c. Conflict Waiver: TA Interested Parties waive any actual or appearance of conflict of interest, past, present or in the future, of the THPL Parties. TA Interested Parties agree to hold THPL Parties harmless from any claim arising from, or related to, a conflict of interest as indicated herein. d. Conflict Indemnification: TA and TAO agree to indemnify and defend THPL Parties from any claim arising from, or related to, a conflict of interest as indicated herein. TA Interested Parties also shall defend THPL Parties in any claim to which they individually bring against THPL Parties. ## Proposal Rationale This proposal is also asking for approval for some initial set-up service agreements as these are the first agreements the TA/TAO will enter into and which, because of the time and circumstances of their negotiation may have actual or an appearance of conflicts of interest. The proposal allows TAO freedom to act reasonably without having to get specific approval on every agreement including, without limitation, service agreements. This makes operations more efficient and practicable. The proposal also allows TAO to bind the TA to certain agreements if necessary, and also obtain funds and resources from the TA so TAO can fulfill its obligations under the agreements. In order to obtain operational and cost efficiencies it has been and may continue to require certain persons to act by and on behalf of multiple entities which poses an actual or appearance of a conflict of interest between the interests of the TA and/or its council members. In order to obtain the services and efficiencies these persons provide, they must be disclosed, authorized and waived by the TA. ## Next Steps The TA will hold a vote on the Proposal through Snapshot by the Council members of the relevant council(s). If the vote is in favor of the proposal, then the TA will notify TAO representatives who will enter into the proposed agreements and commence other business operations so that it may be the fully operational arm of the TA in order to carry out the TA’s mission pursuant to its constitution. ## Q&A **What if TAO needs to enter into other service agreements?** TAO, pursuant to the authority of this proposal, is authorized to enter into agreements it reasonably determines are needed to carry out its own operations and the directions of the TA. These can be service agreements or any other agreement which is not inconsistent with the directions of the TA (as implemented through its constitution) or applicable law. **What if TAO needs to enter into other agreements, such as leases or employment agreements?** Businesses must enter into a myriad of agreements to legally exist and also conduct operations in an efficient manner. Agreements may be formal and informal. So TAO will necessarily enter into business-related agreements such as leases and employment agreements as well as other agreements, the nature and extent of which cannot be fully determined at this point. **What if TAO needs to modify or terminate agreements?** TAO, pursuant to the authorization in this proposal can enter into, modify or terminate any agreement it needs to in order to conduct its business consistent with the directions it receives from the TA and consistent with applicable law. **Will TAO obtain TA permission for all agreements and/or actions it takes with respect to agreements (e.g. termination or amendment) that TAO wants to do for itself and on behalf of the TA?** No. Such a restrictive condition would make operations inefficient at best, and impossible at worst. TAO is free to conduct business in accordance with the TA’s general directions, but specifically in accordance with the TAO’s representatives’ business discretion. **What will TAO do in light of the conflict acknowledgment and waiver?** TAO will be free to enter into agreements with conflicted persons by and on behalf of itself and the TA, which agreements my acknowledge and waive any actual or apparent conflicts of interest. The agreements may also hold the conflicted persons harmless as well as indemnify and defend them using TA resources in the event TA or anyone claiming by or on behalf of TA or otherwise pursues a claim against them arising or related to any service, conflicted or otherwise, provided by such conflicted persons to TAO, TA or other related person. **What if Council Members have additional questions?** Please send any questions, comments or concerns to Parker Spann at [parker@telcoin.org](mailto:parker@telcoin.org) or Tim Mahota at [tim@telcoin.org](mailto:tim@telcoin.org) (cc: [compliance@telcoin.org](mailto:compliance@telcoin.org)). ## Attachments Attached below are copies of the proposed agreements. Please note that these are the current negotiated versions. The final language of the agreements could change based on various circumstances. TAO should seek another Proposal vote if the language of these agreements would materially change to the detriment of TA, but TAO is free to not do so, if it determines in its reasonable discretion, and pursuant to the general contracting authority that TA gives TAO in this proposal, if TAO determines that reauthorization is not appropriate or otherwise needed under the circumstances. ### ATTACHMENT NO. 1. License and Services Agreement by and between Telcoin Holdings Pte. Ltd. And Telcoin Autonomous Ops Ltd. ![telcoin-logo-color-token](https://canada1.discourse-cdn.com/flex032/uploads/telcoin/original/1X/771858094b05657252378e4ef5165cb85cde8fc5.png) **License and Services Agreement** This License and Service Agreement (the “Agreement”), effective as of the last date stated on the signature page below (the “Effective Date”), is entered into by and between Telcoin Holdings Pte. Ltd., (“Telcoin” or “Licensor”) and Telcoin Autonomous Operations Ltd., (“TAO” or “Licensee”) (collectively the “Parties”). In consideration of the mutual promises herein, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows: 1. **ATTACHMENTS** The following attachments are attached hereto and incorporated by reference herein. Attachment A: Services Attachment B: Service Fees 2. **LICENSE** Licensor grants to Licensee a non-assignable, nontransferable (except as expressly stated herein), non-assignable (except as expressly stated herein), non-exclusive license to receive and use the Service(s) Licensee pays for in Attachment B hereto. 3. **TERMS OF PAYMENT** Licensee shall pay fees, without deduction or setoff, as stated in Attachment B. All invoiced fees are due net 30 from date of receipt of invoice unless otherwise stated. Licensee shall pay all taxes, levies or duties, and any third-party line and other charges to connect and/or use the Service resulting from this Agreement including, without limitation VAT or similar tax but excluding tax solely on Licensor’s net income. When Licensor has the legal obligation to pay or collect taxes for which Licensee is responsible pursuant to this Section, the appropriate amount shall be invoiced to and paid by Licensee. All fees quoted and payments made hereunder shall be due in USDC or TEL (and if in TEL, then payment shall be with TEL valued at 95% of the price on the date prior to payment being due) or other consideration as agreed to by the Parties in writing. All fees quoted and payments made hereunder shall be due in USDC or TEL (and if in TEL, then payment shall be with TEL valued at 95% of the price on the date prior to payment being due) or other consideration as agreed to by the Parties in writing. The value of TEL shall be determined by price quoted on Coingecko or other reference exchange as agreed by the Parties in writing. All fees are non-refundable and non-creditable. There shall be no returns. All amounts due hereunder not paid on the date such amounts are due and payable shall bear interest from the date on which they were due at the annual United States CPI-U rate. The value of TEL for purposes of late payments shall be 95% of the lower of: 1) the closing price on the date that payment is made, or 2) the closing price on the day prior to payment being made, or 3) the price on the date the payment was due. 4. **LIABILITY/WARRANTY/INDEMNITY** 5. **NONDISCLOSURE** All (oral or written) business, technical, financial and other information provided by a party (“disclosing party”) to the other party (“receiving party”) under this Agreement which is stated as confidential or from all of the facts and circumstances appears confidential shall be deemed “Confidential Information.” The confidentiality obligations set forth herein shall not apply to information disclosed by the disclosing party that the receiving party can prove by competent and admissible evidence (i) is or has become generally publicly known through no fault of the receiving party, (ii) was in its possession or known by it, without restriction, prior to receipt from the disclosing party, (iii) was rightfully disclosed to it by a third party without restriction, (iv) was independently developed without use of or access to any Confidential Information of the disclosing party, or (v) was required to be disclosed by court order, provided that the receiving party has promptly notified the disclosing party about such requirement, has attempted to limit such disclosure and to obtain confidential treatment or a protective order, and has allowed the disclosing party to participate in any such undertakings and proceedings. Licensee acknowledges and agrees that if Licensee uses the Service, then any content and/or data transmitted through or with the assistance of the Service may be used by Licensor so long as personal identifiers of individuals are removed from such content. Except as expressly permitted in this section, all Confidential Information shall be held in confidence by the receiving party and not disclosed or used by the receiving party except as permitted by this Agreement or as expressly authorized in writing by the other party. Each party shall use at least the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. The Parties may use each other’s name and logo in its marketing materials. The Parties shall issue a joint press release, the content of which is subject to prior approval by each Party. Any such press release or publicity shall be subject to (a) prior written consent of the other Party, and (b) compliance with any trademark usage guidelines promulgated by the other Party from time to time. 6. **TITLE** Title to and full ownership of the Service(s), except those licensed to Licensee, results and any derivations, modifications or changes thereto shall remain with Licensor. The Telcoin name is a trademark of Telcoin Holdings Pte. Ltd., and is licensed to Licensee for its use. 7. **RECORDKEEPING** The Parties shall keep complete, accurate and up-to-date records and books of account relating to the use of (and distribution if applicable) of the Service. 8. **TERM AND TERMINATION** A. **Term** : This Agreement shall commence on the Effective Date and shall continue in effect for three (3) years subsequent to the Effective Date (“Initial Term”). After the Initial Term, this Agreement shall automatically renew for further same term(s) (each a “Renewal Term”) unless terminated by either party giving written notice not less than ninety (90) days (“Notice Period”) prior to the end of the Initial Term or Renewal Term (collectively “Term”). 9. **ARBITRATION AND INJUNCTIVE RELIEF** The Parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement or arising out of or relating to this Agreement shall be settled by arbitration in Switzerland in accordance with the rules then in effect of the International Centre for Dispute Resolution. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment, including costs and fees, may be entered on nothing more than a copy of the arbitrator's decision in any court having jurisdiction over the party. Notwithstanding the foregoing, it is hereby understood and agreed that damages shall be an inadequate remedy in the event of a breach by either party of any of said covenants and that any such breach will cause great and irreparable injury and damage, and thus accordingly, each party agrees that the other party shall be entitled, without waiving any additional rights or remedies otherwise available at law or in equity or by statute, and without need of posting a bond, to injunctive and other equitable relief from a court of competent jurisdiction in the event of a breach or intended or threatened breach by the other of any of said covenants. 10. **MISCELLANEOUS** The Parties shall not be in breach of this Agreement for any failure or delay in performance caused by reasons beyond their reasonable control. This Agreement constitutes the entire agreement between the Parties for a License to Licensee for use of the Service and supersedes all proposals, negotiations and discussions, oral or written, relating to the license of the Services and all past dealing or industry custom. This Agreement may be executed in counterparts. The Parties may not assign this Agreement or otherwise convey any rights or obligations under this Agreement without the express written consent of the other Party. The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Each and every notice and consent required or otherwise given or made under this Agreement shall be in writing, and shall be deemed given or made when personally delivered, when sent by email, or three days after being sent by prepaid overnight courier (e.g. Fedex) to the address of the Party to be noticed as set forth herein or such other address as such party last provided to the other Party by written notice. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. No change or modification or waiver shall be made to this Agreement unless evidenced in writing and signed by a duly authorized officer of each Party. This Agreement shall be governed by and construed in accordance with the laws of Switzerland. Any suit brought under this Agreement shall be brought in a court in Switzerland. Neither Party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose, and neither shall have any right, power, or authority to create any obligation or responsibility on behalf of the other. The obligations contained in paragraphs 4(b), 4(c), 5, 6, 8(b), 9 and 10 shall survive the termination or expiration of this Agreement. EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. 11. **ADDITIONAL CONDITIONS** Licensee represents and warrants on a continuing basis as long as Licensee is authorized to access and use the Service that: A. Licensor may modify or delete the Service, or any portion thereof, at any time in its sole and absolute discretion. Licensee shall bear the responsibility and expense of making any resultant changes for Licensee’s use of the Service. B. Licensee shall not reverse assemble, decompile, reverse engineer or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) from the Service. C. Licensee shall cease all distribution or use of the Service(s) upon receipt of written direction of Licensor. This obligation survives termination of this Agreement. D. Licensee understands and agrees that successful completion of Licensor’s obligations herein is dependent upon Licensee providing Licensor with assistance as requested by Licensor including, without limitation, access to Licensee facilities and providing Licensor information and input in a timely manner. Any failure or delay by Licensee in providing assistance shall equitably modify and extend Licensor’s obligations herein. E. Licensee shall use all reasonable efforts to co-operate with and assist Licensor in preventing, or identifying and ending, any unauthorized receipt, display, redistribution or the Service. Licensee shall promptly notify Licensor of any such unauthorized receipt, display or redistribution of the Service known or suspected by Licensee. F. Licensor reserves the right to enter into a direct relationship relating to the Service with any third party. G. Any use or distribution of the Service not expressly specified herein is prohibited. 12. **DEFINITIONS** A. **Operational Materials** means Service related guidelines published by Licensee from time to time which are incorporated herein by reference and which may be amended by Licensee in its sole discretion. B. **Service** means the services, products, information and/or intellectual property as more specifically identified in Attachment A hereto that are ordered on Attachment B. C. **User** means a person or entity authorized by Licensee to use a portion of the Service. D. **To use** means to use, store, process and reformat the Service. BY SIGNING BELOW, BOTH PARTIES AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. | For : TELCOIN AUTONOMOUS OPERATIONS LTD. | For: TELCOIN HOLDINGS PTE. LTD. | | --- | --- | | By: | By: | | Name: Parker Spann | Name: Paul Neuner | | Title: Director | Title: Director | | Date: | Date: | **ATTACHMENT A SERVICES** All reasonably requested administrative, operational and support services as requested in writing in a Statement of Work by the Licensee, and Licenses to use third party intellectual property as necessary for Licensee to carry out its obligations and functions including, without limitation, its obligations to the Telcoin Association (collectively “Services”). **ATTACHMENT B SERVICE FEES** Fees shall be stated in writing in the Statement of Work prior to the Services being provided. The following rates will be applied to all services, as a percentage mark-up upon base salary of the employed resources contracted under this agreement, unless otherwise specified in the Statement of Work: - 33.33% Overhead Rate (to cover fringe benefits, overhead, payroll tax, and other associated employment costs) - 5% General & Administrative Rate (to cover equipment and other general and administrative costs) - 5% Profit Margin Rate These rates may be updated at any time upon mutual agreement. The initial Statement of Work is attached hereto as Statement of Work #1. ## STATEMENT OF WORK #1 | Service Provider | Telcoin Holdings pte. Ltd. | | --- | --- | | Service Provider Contact | Shunsuke Takamatsu | | Project name | Telcoin Association Project | | Begin date | January 1st 2024 | | End date | Undetermined | ### Services to be provided: | Service Description | Delivery Schedule | Service Fees | Payment Schedule | | --- | --- | --- | --- | | - TA Governance - Telcoin Network - TA Website   - TELX   - TEL Token - TAN (Telcoin Application Network) - Ongoing Support & Maintenance Agreement - General & Admin - Business Development | Variable based on project | Calculated based on employee payroll and work contribution,Including standard markup rates for Overhead, G&A, and Profit as stated in the License and Services Agreement | Quarterly | * * * ### Acceptance and authorization The terms and conditions of the **License and Services Agreement** apply in full to the services and products provided under this Statement of Work. **IN WITNESS WHEREOF** , the parties hereto each acting with proper authority have executed this Statement of Work, under seal. | For : TELCOIN AUTONOMOUS OPERATIONS LTD. | For: TELCOIN HOLDINGS PTE. LTD. | | --- | --- | | By: | By: | | Name: Parker Spann | Name: Paul Neuner | | Title: Director | Title: Director | | Date: | Date: | * * * **ATTACHMENT NO.2. Services Agreement between Fiduciaria Ortelli SA and Telcoin Autonomous Ops Ltd., for itself and by and on behalf of Telcoin Association.** Telcoin Association Telcoin Associazione Via Canova 15 6900 Lugano, Switzerland c/o Telcoin Autonomous Ops Ltd. 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ ## Agreement Letter Dear Telcoin Association acting by and through its wholly owned subsidiary Telcoin Autonomous Ops Ltd.: With reference to previous discussions, we hereby confirm the following: 1. **Description and Purpose of the Agreement** Telcoin Association, a Swiss verein (hereinafter referred to as "the Client") engages Fiduciaria Ortelli SA to provide its services as described below in the areas of:  Administrative and tax consulting  Administrative, legal, and tax representation  Granting of banking signature rights  Deposit and mail forwarding services  Correspondence management  Bookkeeping and preparation of financial statements  Preparation of tax returns  Preparation of VAT calculations  Payroll management  Maintenance of balance sheets  Invoicing and collection operations  Obtaining a residence permit "B" with gainful activity  Obtaining the conversion of foreign driving licenses 2. **Fees** 3. **Liability** Fiduciaria Ortelli SA assumes no liability for acts, orders, or omissions by other agents appointed upon the Client's instructions. 4. **Declaration of Duty of Care** The Client declares that they are acting on their own behalf. The Client confirms that this engagement will not be used to abusively exploit banking secrecy or fiduciary confidentiality and further declares that the assets, both now and in the future, in achieving the corporate purpose, do not originate from criminal actions or omissions. 5. **General Terms and Conditions** The attached General Terms and Conditions are an integral part of this engagement and are deemed to have been read and approved by the Client upon signing this engagement letter. In the event of discrepancies, the provisions of this engagement letter shall prevail. **Fiduciaria Ortelli SA** Lorenzo Ortelli If you accept this engagement letter and the General Terms and Conditions, please sign and return a copy of this engagement letter to us. Place and Date: Lugano, … Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ … ## GENERAL TERMS AND CONDITIONS 1. **GENERAL TERMS** His document sets out the basis on which Fiduciaria Ortelli SA will provide its services. Fiduciaria Ortelli SA will submit an Engagement Letter to the Client outlining the purposes of the services to be provided and the applicable fees for the specific engagement. The signing of the Engagement Letter or the communication of instructions to carry out the activity constitutes acceptance of the terms and conditions contained in the Engagement Letter and these General Terms and Conditions. These General Terms and Conditions will also apply to all subsequent relationships between the Client and Fiduciaria Ortelli SA. 2. **NATURE OF ADVICE AND SERVICES** The level of detail and information provided by Fiduciaria Ortelli SA concerning any engagement may vary depending on the commercial importance the Client assigns to the requested activity, as well as on timing and urgency. The nature of the advice and work will be defined by the specific purposes of the engagement entrusted to Fiduciaria Ortelli SA, the level of detail and accuracy of the information provided to Fiduciaria Ortelli SA, and the agreed timeline. Unless otherwise requested, the advice provided will be limited to matters governed by Swiss law. Fiduciaria Ortelli SA will not be liable for any failure to perform the engagement due to circumstances and causes beyond Fiduciaria Ortelli SA's reasonable control or those excluded in the Engagement Letter or these General Terms and Conditions. Fiduciaria Ortelli SA will perform its work with the utmost diligence; however, no guarantee of success is provided. 3. **PROFESSIONAL LIABILITY** In performing the requested services, Fiduciaria Ortelli SA will act with due care and appropriate competence. The liability of Fiduciaria Ortelli SA, its partners, associates, employees, and auxiliaries toward the Client and third parties is limited to willful misconduct and gross negligence and, in any case, to the amount of fees owed by the Client. In the event of disputes regarding services provided by other professionals in Switzerland or abroad, the Client agrees that claims may only be made against such professionals, and Fiduciaria Ortelli SA shall have no liability. 4. **CLIENT’S OBLIGATIONS** The Client must provide complete, accurate, and timely information and instructions. Fiduciaria Ortelli SA will assist the Client in identifying information and documents that may be relevant to the engagement; however, it remains the Client's sole responsibility to provide all facts, information, and documents for which the Client seeks advice. Fiduciaria Ortelli SA assumes no liability for adverse consequences resulting from delays, inaccuracies, or omissions in transmitting information or instructions. Failure to provide complete and accurate information and instructions may result in higher fees being charged to the Client if such failure leads to additional work. Fiduciaria Ortelli SA will not verify the information provided by the Client or third parties on the Client’s behalf. The Client acknowledges that Fiduciaria Ortelli SA may rely on such information during the performance of its services. 5. **FEES, COSTS, AND EXPENSES** **a. Fees** Unless otherwise agreed, Fiduciaria Ortelli SA's fees are based on the time spent on the engagement. Time is recorded and billed to the Client on an hourly basis, in accordance with the tariff of the Order of Accountants of the Canton of Ticino, with rates depending on the seniority and experience of the professional performing the work. 6. **INVOICING** Fiduciaria Ortelli SA will issue invoices for work performed at regular intervals. Fiduciaria Ortelli SA reserves the right to issue invoices more frequently if the nature of the work or the accrued fees require it. Unless otherwise specified, such invoices should not be considered as requests for advance payments but rather as compensation for the work performed by Fiduciaria Ortelli SA during the period to which the invoice refers. The invoices will also include expenses and disbursements incurred by Fiduciaria Ortelli SA on behalf of the Client, although it may not always be possible to include all expenses incurred during the period covered by a specific invoice. 7. **CONCLUSION** The engagement of Fiduciaria Ortelli SA will terminate upon the completion of an operation, including subsequent activities such as registrations, filings, or compliance formalities, or, in contentious matters, on the day a decision is issued or a settlement agreement is reached. The filing of legal remedies against decisions made by tax authorities or other authorities, as well as the recovery of costs and/or expenses from third parties, is not considered part of Fiduciaria Ortelli SA's engagement for a specific case. If the Client or Fiduciaria Ortelli SA decides to terminate the engagement, the Client must settle all fees and expenses accrued up to the termination date. Fiduciaria Ortelli SA also has the right to charge the Client for administrative expenses related to the closure of the engagement, particularly for the time spent gathering documents to be delivered or archived, as well as any necessary photocopies. 8. **CONFIDENTIALITY** Fiduciaria Ortelli SA confirms that the confidential information provided by the Client will always be protected by professional secrecy, except in cases of disclosure required by mandatory legal provisions. All letters, documents, information, or opinions provided by Fiduciaria Ortelli SA to the Client during its engagement are to be considered confidential and may only be used in connection with the purpose of the assigned engagement. Unless instructed otherwise by the Client, Fiduciaria Ortelli SA is authorized to correspond with the Client using email or other electronic means. Should Fiduciaria Ortelli SA use such means of communication, the Client acknowledges that Fiduciaria Ortelli SA cannot guarantee their security and confidentiality, as the internet is an inherently insecure communication medium. If the Client wishes to correspond with Fiduciaria Ortelli SA via secure emails, they are requested to contact Fiduciaria Ortelli SA to discuss the matter. 9. **APPLICABLE LAW – JURISDICTION** The work performed by Fiduciaria Ortelli SA, as well as these General Terms and Conditions, are governed by Swiss law, excluding conflict-of-law rules. Any dispute arising from the work performed by Fiduciaria Ortelli SA will be subject to the exclusive jurisdiction of the courts of Lugano, Switzerland. However, Fiduciaria Ortelli SA reserves the right to initiate legal actions before the court of the Client's domicile or registered office, or any other competent court, at its sole discretion. 10. **ENTIRE AGREEMENT** All work performed by Fiduciaria Ortelli SA is subject to the General Terms and Conditions outlined in this document, as well as the Engagement Letter, except for any differing agreements made in writing between Fiduciaria Ortelli SA and the Client. If one or more provisions of these General Terms and Conditions are deemed invalid or unenforceable by any court, arbitral tribunal, or other competent authority for any reason, the remaining provisions will remain separately enforceable, unless the General Terms and Conditions cannot achieve their primary purpose without the affected provisions. ## FEE SCHEDULE 1. **Introduction** a. This fee schedule applies from June 1, 2010. It is based on the Consumer Price Index as of December 2009. Hourly rates will be adjusted annually to reflect changes in the Consumer Price Index. The rates are exclusive of VAT. 2. **Fees** 2.1. **Auditing, setup, bookkeeping, and closing of accounts, tax return preparation, liquidation of companies, settlements, and general fiduciary activities performed in a straightforward context** 3. **Expenses** 4. **Advances** Pursuant to Article 2.5 of the Code of Conduct of the Order of Accountants of the Canton of Ticino, the accountant is authorized to request a reasonable advance at the commencement and during the course of the engagement. 5. **Disputes** Disputes regarding the application of this fee schedule or the Code of Conduct will be resolved by the Disciplinary Committee under the provisions of the statutes. This fee schedule was approved in Lugano by the General Assembly of the Order of Accountants of the Canton of Ticino on May 26, 2010. ---
**Author:** ![ArieJones](https://yyz2.discourse-cdn.com/flex032/user_avatar/forum.telcoin.org/ariejones/32/72_2.png) [@ArieJones](https://forum.telcoin.org/u/ArieJones)\ **Post date:** [January 21, 2025, 2:45am UTC](https://forum.telcoin.org/t/telcoin-association-service-agreements-proposal/410/6 "2025-01-21T02:45:58Z")
OK I am now reading the revised version which still has a few language typos … > [@timmahota](#): > > Licensee represents and warrants on a continuing basis as long as Licensee is authorized to access and use the Service that: but more importantly why is this not structured like a Master Services Agreement? Additionally when I look at this section **ADDITIONAL CONDITIONS** It reads as if we are just licensing the body of work to include IP that we are essentially paying for … with an overhead cost added? With Telcoin Holdings being the licensor … it appears that they could basically do anything up to deleting the Telcoin network ? Shouldn’t the Association own anything the Association pays for?