BCCS Cluster Membership Rules

1. Definitions

BCCS Cluster or Cluster — a cluster named "Blockchain, Cyber Security and Compliance Solutions Cluster".

Joint Activity Agreement — an agreement by which the Cluster has been established and by which the Full Members of the Cluster have agreed to cooperate on the basis of joint activity (partnership), in accordance with the legislation and best practices of the Republic of Lithuania, in order to create, develop and operate the Cluster based on synergy of specialisations of the members, dissemination of innovations, joint projects and sustainable economic benefits. The Cluster's activities include RDI (Research, Development and Innovation) initiatives to promote the development and practical application of knowledge and technology.

Cluster Member — a legal entity engaged in the activities of this Cluster that has attained one of the levels of Cluster membership in accordance with these Rules and that complies with the provisions of this document and other internal documents of the Cluster.

Cluster Activities — all activities related to the objectives and functions of the Cluster, which are carried out in accordance with the agreements between the members of the Cluster, the strategic documents, Joint Activity Agreement or the projects, including but not limited to: joint scientific research and experimental development (RDI), innovation creation and development, competence building, knowledge exchange, joint product and service development, market research, international cooperation, joint marketing, publicity, training, events, public procurement initiatives, preparation and implementation of applications for funding, etc.

Cluster Coordinator / Coordinator — Devslate group, UAB, legal entity code 302450935, the company coordinating the activities of the BCCS cluster.

Full Members of the Cluster — the founders and/or members of the Cluster who have acquired this status in accordance with the procedure set out in the internal documents described in these Rules.

The Cluster's Full Members holding Academic Member status are the founders of the Cluster and/or members who have acquired this status in accordance with the procedure set out in the Agreement and who are institutions engaged in academic and scientific activities, operating as non-profit organizations.

Fee — a fee paid by a Cluster Member for participation in the activities of the Cluster.

Impeccable Reputation — A Person shall not be considered to have an impeccable reputation if: (1) they have committed serious or systematic violations of the law related to their professional activity; (2) they have been convicted of corruption, economic or financial crimes; (3) there are publicly known circumstances which raise reasonable doubts as to the person's honesty, trustworthiness or suitability; (4) they have been included in the lists of sanctions applied by the European Union, the United Nations or the Republic of Lithuania, or have been subject to economic, financial, diplomatic or any other type of sanctions limiting their activity, financial relations or cooperation.

2. General provisions

2.1. These Cluster Membership Rules (hereinafter referred to as the "Rules") is a document of the BCCS Cluster (hereinafter referred to as the "Cluster"), which sets out the terms and conditions of participation in the Cluster, the rights and obligations of the Associate and Affiliate Members, as well as the conditions for the acquisition, termination and other conditions of the membership.

2.2. The Rules shall be approved by a decision of the Cluster Coordinator and shall enter into force on the date of their publication.

2.3. The Rules are mandatory for all Associate and Affiliated Members, and for Full Members to the extent specified by the obligations assumed under the Joint Activity Agreement, and insofar as they do not contradict its essence and purpose.

3. Cluster membership

3.1. Cluster membership is divided into three levels:

1. Full Members, including those holding Academic Member status (Gold Membership)
2. Associate Members (Silver Membership)
3. Affiliate Members (Bronze Membership)

4. Full Members, including those holding Academic Member status (Gold Membership)

4.1. Legal entities, scientific institutions or organisations that have been participating as Associate Members in the Cluster for at least 3 (three) months may become Full Members of the Cluster.

4.2. After the expiry of this period, in order to acquire the status of Full Member, it is necessary to submit a written request to the Cluster Coordinator to join the Agreement.

4.3. The Cluster Coordinator shall, within 3 (three) working days of receipt of the request, send the information to all Full Members of the Cluster, asking them to vote on the candidate.

4.4. The Full Members of the Cluster must vote within 5 (five) working days to accept or reject the candidate. If no vote is cast within this period, the acceptance of the candidate shall be deemed unopposed. A candidacy shall be deemed approved if it is supported by at least two-thirds of all active Full Members. Voting may take place electronically or physically.

4.5. The Coordinator shall inform the candidate of the decision within 3 (three) working days of the decision being made. In the event of a negative decision, a repeat application may be submitted no earlier than after 3 (three) months.

4.6. Upon acceptance, the person shall sign a contract to join the Agreement and pay the Cluster Full Member Fee, if applicable under the terms of this Agreement. A person acquires all the rights and obligations of a Full Member of the Cluster on the date of signing the Agreement and paying the Fee (if applicable), or from the later of the two dates, if they differ.

5. Associate Members (Silver Membership)

5.1. Legal entities — companies, scientific or educational institutions, organisations — which wish to participate in the Cluster activities may become Associate Members of the Cluster.

5.2. Associate Membership is obtained by logging in through the BCCS Cluster online platform, confirming that you are familiar with the Cluster Membership Rules, agreeing to abide by them and paying the Membership Fee (if applicable).

6. Affiliate Members (Bronze Membership)

6.1. Only legal entities (companies, scientific or educational institutions, organisations which wish to participate in the Cluster activities) can become Affiliate Members of the Cluster.

6.2. Affiliate Membership is obtained by logging in through the BCCS Cluster online platform, confirming that you are familiar with the Cluster Membership Rules and agreeing to abide by them.

7. Membership fees

7.1. The amount of the Cluster Membership Fee is determined by the Cluster Coordinator, subject to the approval of at least two-thirds of the Cluster's Full Members. The Cluster Coordinator may also exempt a Member from the Fee with the approval of two-thirds of the Full Members of the Cluster. The Cluster Coordinator may unilaterally exempt a Member from the Fee where such Member is a public, academic, scientific, research or other institution or non-profit organisation.

7.2. The approved membership fee is published through the Cluster's information channels and/or on the Cluster's official website and/or in the BCCS Cluster Membership Rules (fees can be found here). The Cluster Members shall also be informed of the decision at least 30 (thirty) calendar days before the date of entry into force of the amendments. The relevant changes shall take effect for Members from the date of the next renewal of Membership.

7.3. The Membership Fee is payable quarterly or for the whole year in advance, according to the procedure set by the Cluster Coordinator. The tax period is calculated from the date on which the person becomes a Cluster Member.

7.4. If a Cluster Member does not agree with the announced change in the amount of the Membership Fee or the payment procedure, they shall have the right not to renew their Membership and to withdraw from the Cluster by informing the Cluster Coordinator in writing prior to the date of renewal of the Membership. In the event of late termination of membership by a Cluster Member, their Membership shall be renewed for one year and the Member shall be obliged to pay the renewed Membership Fee.

8. Rights and obligations of Members

8.1. The rights and obligations of Cluster Members, according to the levels of Membership, shall be defined in the BCCS Cluster Membership Rules as decided by the Cluster Coordinator.

8.2. General rights of Cluster Members

a. Cooperation and participation

1. The right to participate in joint activities, projects and initiatives;
2. The right to use the benefits offered by the Cluster;
3. The right to cooperate with other Cluster members.

b. Visibility and communication

1. The right to be presented in the public space (social media, website, etc.);
2. The right to be included in the Cluster's marketing material;
3. The right to use the Cluster's logo or name in certain situations (in accordance with established rules).

c. Initiative and proposals

1. The right to make proposals on projects;
2. The right to initiate working groups, projects or other activities.

d. Information and assistance

1. The right to receive information about the Cluster's activities and ongoing projects;
2. The right to attend training, events and meetings.

e. Benefits applicable to Cluster Members

1. The right to use the benefits available to Associate members (benefits available here);
2. The right to use the benefits available to Affiliate Members (benefits available here).

8.3. Restrictions

1. Associate and Affiliate Members do not have voting rights.

8.4. Responsibilities of Cluster Members

1. Comply with the Cluster Membership Rules;
2. Pay the specified Membership Fee;
3. Meet the requirements of Impeccable Reputation;
4. Not discredit the Cluster's name;
5. Carry out the functions assigned to them in accordance with their competence, if assigned.

9. Cluster Coordinator

9.1. The Cluster Coordinator shall manage the general affairs of the Cluster and shall act on behalf of the Cluster and represent the Cluster in its relations with third parties. The Cluster Coordinator is also the decision-making body of the Full Members, when they are admitted in accordance with the procedure established in the Joint Activity Agreement.

9.2. The Cluster Coordinator shall develop and approve the Cluster's operational strategy taking into account the recommendations made by the Cluster's Full Members.

9.3. All decisions relating to the general affairs of the Cluster shall be taken at the discretion of the Cluster Coordinator, provided that this is not in conflict with the approved Cluster Strategy or the Joint Activity Agreement. The Cluster Coordinator:

1. coordinates and controls the performance of the Joint Activity Agreement and these Rules;
2. drafts, amends and publishes the BCCS Cluster Membership Rules;
3. is responsible for the proper accounting of the Cluster's assets;
4. organises and/or carries out training, training programmes, seminars and conferences for Cluster Members, stakeholders and the public;
5. ensures effective communication between Cluster Members and Cluster Full Members;
6. prepares reports on the activities of the Cluster;
7. initiates and coordinates the Cluster's participation in projects, partnerships and funding initiatives;
8. ensures that the Cluster's activities comply with applicable legislation and internal documents;
9. manages the Cluster's communication channels (website, social networks, newsletters, etc.);
10. performs other functions and duties as set out in internal documents, agreements or the Joint Activity Agreement.

10. Termination of membership

10.1. An Associate or Affiliate Member of the Cluster may withdraw from the Cluster at any time by submitting a written request to the Cluster Coordinator. Such a request shall take effect within 5 working days of its submission.

10.2. Membership in the Cluster shall terminate upon termination of the Cluster's activities.

10.3. In the event of any of the following circumstances, the Cluster Coordinator shall immediately send a notice to the Cluster Associate or Affiliate Member regarding their removal. A Member shall be deemed removed 3 working days after the date of dispatch of the removal notice:

1. A Cluster Member goes bankrupt or is subject to bankruptcy or restructuring proceedings;
2. A decision is taken to dissolve the Cluster Member;
3. A Cluster Member is added to international sanctions lists;
4. A Cluster Member loses its Impeccable Reputation;
5. The activities or objectives of the Cluster Member are contrary to the mission and objectives of the BCCS Cluster;
6. A Cluster Member is more than 90 calendar days late in paying its Membership Fee;
7. A Cluster Member discredits the name of the BCCS Cluster or Cluster Members;
8. The actions of a Cluster Member threaten the interests of the Cluster or its members;
9. The actions of a Cluster Member pose a serious threat to the interests and/or reputation of the Cluster or its leaders;
10. A Cluster Member is otherwise in breach of these Rules.

10.4. No refund of the Membership Fee shall be made in the event of a Member's resignation. A Cluster Member shall remain liable for all obligations incurred up to the date of withdrawal, including those relating to ongoing or uncompleted projects in which such Member is involved.

11. Confidential information

11.1. The Cluster Member undertakes to comply with the confidentiality requirements applicable to its participation in the activities of the Cluster, which will be determined by separate agreements.

12. Intellectual property

12.1. A separate agreement must be concluded in each case where the intellectual property of a member is used for the activities of the Cluster.

12.2. Intellectual property created in the course of Cluster activities shall become the common shared property of the Cluster Members who jointly created it, unless the contribution of each Cluster Member cannot be clearly identified and unless otherwise provided for in a written separate agreement between the Cluster Members. Any Full Member may, with the written consent of the Cluster Coordinator, use such intellectual property for non-commercial purposes, providing a clear description of the use. All intellectual property created shall be considered as value created for the benefit of the Cluster and its use within the Cluster shall not be restricted unless otherwise specified.

13. Final provisions

13.1. These Rules shall enter into force on the date of publication.

13.2. Any disputes, uncertainties or claims arising between a Member and the Cluster or relating to these Rules, their performance or breach shall be settled by negotiations between the Cluster Members and the Cluster Coordinator, failing which the competent court of the Republic of Lithuania shall have jurisdiction.

13.3. An Associate or Affiliated Member of the Cluster shall not have the right to assign or transfer its rights and obligations arising from or related to this Agreement without the consent of the Cluster Coordinator.

These rules were approved by the decision of the Cluster Coordinator on 2026-06-01.