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_,.Chlld -Heipiina --., lntemational Membership Agreement Between The Child Helpline of Estonia (Estonian Social lnsurance Board) and Stichting Child Helpline lnternational Every child has a vorce. We believe that no child should be left unheard. childhelplineinternational.org The Parties 1. The Child Helpline isa service provided by the Social lnsurance Board, loeated in Tallinn, Paldiski mnt 80, Estonia. The Estonian Social lnsuranee Board is a government ageney under the Ministry of Social Affairs, registered in Estonia under registration eode 70004240 {hereinafter, the "Child Helpline Member"); and 2. Stichting Child Helpline lnternational, a foundation established in Amsterdam, The Netherlands in 2003, registered at the Chamber of Commeree of Amsterdam, The Netherlands under registration number 34194999 with its registered offiees and eorporate seat at Bruggebouw Suite 5.08, Bos en Lommerplein 280, 1055 RW, Amsterdam, The Netherlands (hereinafter, "Child Helpline lnternational"). Therefore, the parties have agreed as follows: 1. Membership Agreement 1.1 This Membership Agreement (hereinafter, the "Agreement") is entered into between the parties, and is based on mutual respeet, learning and sharing. The Agreement eonstitutes the final formality of the Child Helpline Member's applieation praeess, and upon the signing of this Agreement, the Child Helpline Member joins the global network of Child Helpline lnternational (hereinafter, the "Global Network") as a full member for as lang as all of the eonditions relevant in order ta apply for sueh full membership remain in plaee (hereinafter, a "Full Member"). Furthermore, upon the signing of this Agreement, the Child Helpline Member takes a seat on the General Assembly of Child Helplines for as lang as it qualifies as a Full Member. 2. Roies and responsibilities of Child Helpline lnternational in relation to the Global Network of Child Helplines: 2.1 Convene the General Assembly of Child Helplines every three years. 2.2 Faeilitate the praeess by whieh Full Members ean be nominated by the General Assembly of Child Helplines ta aet as Regional or Deputy Regional Representatives. Regional Representatives will sit on the Supervisory Board of Child Helpline international. 2.3 Convene Supervisory Board meetings twiee a year. 2.4 Colleet ehild helpline data annually from eaeh Full Member and publish this eollated data. 2.5 lmplement the assessment of serviees offered by Full Members via a quality assessment tool ("Core Quality Standards (CQS) Self-Assessment"), eolleeted annually and utilized ta define training needs within the Global Network. 2.6 Send invoiees for eolleetion of the annual membership fee ta eaeh Full Member. Child Helpline lnternational's Management Board shall fix the annual membership fee. 2.7 Create manuais, toolkits and trainings for ehild helplines at all stages of development, including online learning platforms and elearning eurrieula. 2.8 Organize regional and international meetings ta share experienees and learning and further strengthen the Global Network. 2.9 Engage and partner with ehild-foeused organizations (INGOs, foundations, networks) and teleeoms and the private seetor ta eneourage them ta reeognize ehild helplines as a erueial tool in child proteetion. 2.10 Optimize Child Helpline lnternational's effeetiveness and effieieney: (i) Conduet a periodieal evaluation of Child Helpline lnternational's effeetiveness through a written survey eireulated ta the Global Network; (ii) Maintain and publish annual reports and aeeurate aeeounts sa that Child Helpline lnternational's information should be available for publie view; (iii) Respand ta requests by members of the Global Network for information in a timely manner; Every child has a voice. We believe that no child should be left unheard. childhelplineinternational.org  (iv) Commit to an open and accessible complaints procedure. 3. Roies and responsibilities of the Child Helpline Member 3.1 To inform Child Helpline lnternational of any potential or actual issue reiating to, among others, fraud, mismanagement, bribery, embezzlement or any other issue in relation to its organization and /or partners. 3.2 Strive to participate in all Regional Consultations and lnternational Consultations to share experiences and learnings and further strengthen the Global Network, subject to availability of funds. 3.3 Proactively share experiences and learning with other child helpline members through specific networking and cooperation in country and region and through Child Helpline lnternational's meetings and forums. 3.4 To report to Child Helpline lnternational any event or circumstance that might have an adverse effect on the credibility and/or reputation of Child Helpline lnternational, Child Helpline lnternational's proprietary rights or any of the activities undertaken by Child Helpline lnternational or the Global Network. 3.5 Not to undertake any act, either alone or jointly with others, which may jeopardize or in any way infringe and/or adversely affect Child Helpline lnternational's proprietary rights. 4. Annual Membership Requirements 4.1 Further to maintaining those conditions relevant to the criteria allowing it to function asa Full Member of the Global Network, the Child Helpline Member shall meet the following annual requirements: 4.1.1 The Child Helpline Member must submit data annually to Child Helpline lnternational by the deadline set by Child Helpline lnternational each year (template to be provided by Child Helpline lnternational). 4.1.2 The Child Helpline Member must submit a CQS Self-Assessment annually to Child Helpline lnternational by the deadline set by Child Helpline lnternational each year (template to be provided by Child Helpline lnternational). 4.1.3 The Child Helpline Member must pay the annual membership fee annually to Child Helpline lnternational by the deadline set by Child Helpline lnternational each year. 5. Non-compliance with membership criteria and annual membership requirements 5.1 The Child Helpline Member shall inform Child Helpline lnternational timeously of any changes or potential changes in its organizational structure, business operations, legal status or other circumstances that would prevent it from continuing to satisfy the criteria allowing it to be a Full Member. ln consultation between the parties, and depending on the circumstances and nature of the changes, it may be decided to re-categorize the membership status of the Child Helpline Member, or the Child Helpline Member may be asked to resign membership of the Global Network altogether. 5.2 The Child Helpline Member shall inform Child Helpline lnternational timeously of any circumstances preventing it from meeting any of the annual membership requirements, and parties shall use best efforts to agree upon any alternative arrangements, such as waivers, ete. ln the event that the Child Helpline Member continuously fails to fulfil any or all of its annual membership requirements for three consecutive years, and no such alternative arrangements have been agreed upon between parties, then the Child Helpline lnternational Management Board shall recommend to the Supervisory Board that the Child Helpline Member's membership status be reconsidered, including the possibility of removal from membership of the Global Network altogether. 6. Use of Child Helpline lnternational's logo: 6.1 For the duration of this Membership Agreement, permission is granted to the Child Helpline Member to use Child Helpline lnternational's logo on its own promotional materials, including but not limited to Every child has a voice. We believe that no child should be left unheard. childhelplineinternational.org  its website. The Child Helpline Member shall not adapt, amend, distort, or otherwise alter the logo, and shall reproduee the logo only in the originai eolours of the logo as provided by Child Helpline l nternational. 6.2 This permission to use Child Helpline lnternational's logo shall not eonfer any trademark ownership, eo-ownership, or any other intelleetual property rights in the logo upon the Child Helpline Member, and the use of the logo may not be transferred to any third party without the prior written eonsent of Child Helpline lnternational. 6.3 For the avoidanee of doubt, use by third parties in this eontext shall not inelude any use of the logo by third parties in order to facilitate the Child Helpline Member's own use of the logo in its promotional materials, for example any third party publishers, website designers, media produeers ete aeting on behalf of and under the instruetion of the Child Helpline Member. 7. Period of Agreement and Termination 7.1 The Agreement is entered into for an indefinite period with no date of expiry or termination. 7.2 Pursuant to 7.1 above, this Agreement may be terminated at any time by either party, subjeet to giving written notiee to the other party with three months' notiee. 7.3 ln ease of termination of this Agreement, the Child Helpline Member and any of its direetors, staff, affiliates, and employees ete., ineluding any third parties, shall immediately eease using Child Helpline lnternational's logo. 8. Final considerations 8.1 Neither of the parties hereto shall be entitled to assign this Agreement or any of its rights, duties and/or obligations hereunder, provided however that where in this Agreement referenee is made to Child Helpline lnternational, sueh referenee shall - to the extent applieable - also inelude referenee to any of its subsidiary bodies, appointed agents or assignees as may be the ease ata future date. 8.2 The Agreement eonstitutes the entire and only agreement between the parties in relation to its subjeet matter and replaees and revokes all prior agreements, undertakings, arrangements, understandings or statements of any nature made by the parties or any of them whether oral or in written with respeet to sueh subjeet matter. 8.3 The Child Helpline Member is responsible for adhering to all rules and proeedures pertaining to the fidueiary and legal eomplianees expeeted of an organisation in the Child Helpline Member's eountry. 8.4 The Agreement shall be governed by and eonstrued in aeeordanee with the laws of the Netherlands. 8.5 Any dispute or agreement arising out of or in eonneetion with this Agreement shall, if no amieable settlement ean be reaehed through negotiations within four weeks, be referred to arbitration in aeeordanee with the Arbitration Rules of the Netherlands Arbitration lnstitute (Nederland's Arbitrage Instituut). The arbitral tribunal shall be eomposed of three arbitrators and shall make its deeision in aeeordanee with the rules of law (regelen des rechts). The plaee of arbitration shall be Amsterdam, the Netherlands. The arbitral proeeeding shall be eondueted in the English language. Signed on behalf of: Soeial lnsuranee Board of Estonia Signed on behalf of Child Helpline lnternational Name: Maret Maripuu Name: Helen Mason Designation: General Direetor Designation: Signature: ~~ignature: Dated: ii oe/4~~/ Dated: --..,e:; --- l-- Ot f\la,,ev(Jber ZJ 25 Every child has a voice. We believe that no child should be left unheard. childhelplineinternational.org