Service Terms for Leap

1.1. These Service Terms establish the basic terms for the provision of Services to the Freelancer by Xolo OÜ. Xolo OÜ is a company duly established under the laws of the Republic of Estonia, registry code 12844111, address Paju street 1a, Tartu 50603, Estonia (hereinafter: Xolo). 

1.2. These Service Terms apply to all Freelancers that use Xolo Leap. To use Leap’s Services, all Freelancers/Companies must sign the customer agreement (hereinafter: Customer Agreement). 

1.3. These Service Terms together with the Customer Agreement and any relevant annexes (Annexes) Parties have entered into shall form the agreement between the Freelancer and Xolo (hereinafter: Agreement). 

1.4. Freelancer, the Company and Xolo are separately each referred to as the Party and jointly as the Parties.

1.5. In case of discrepancies between the Customer Agreement and these Service Terms, the terms provided in the Customer Agreement shall prevail. 

1.6 Capitalised words and expressions in these Service Terms that are undefined have the meaning as prescribed to them in the Customer Agreement or any of the annexes that make up the Agreement.

2.1. If the Freelancer does not have a Company and subject to Freelancer´s corresponding request, Xolo shall provide to Freelancer Company establishment service as further stipulated in section 5. In this case the Agreement shall become effective and binding to the established Company upon Company´s clear consent to accept the Agreement as stipulated in section 3.4.

2.2. Once the Company is duly established and existing, Company may use the following services provided by Xolo:

2.2.1. Address and/or contact person service;

2.2.2. Administration service (e.g. right to use Xolo´s platform (hereinafter: Platform), changes to the Company´s data in the Estonian Commercial Register, preparing and submission to public authorities of the reports on behalf of the Company);

2.2.3. Accounting and reporting service;

2.2.4. Tax reporting and assistance with the submission of tax payments;

2.2.5. Other services that Xolo and Company may additionally agree (e.g. documents digitalisation, registration of employees).

2.3. Services include services according to the applicable Xolo service plan ordered by Freelancer/Company (hereinafter: Service Plan). All available Service Plans and scope of and the terms of the Services under each Service Plan are specified on Xolo´s website (hereinafter: Website). The scope and terms of the Services provided by Xolo are limited to the exact scope and terms of the Service Plan chosen by Freelancer/Company. Freelancer/Company can change the Service Plan upon submission of corresponding request to Xolo. Xolo shall be entitled to unilaterally review and amend the Service Plans as stipulated in section 2.7.

2.4. Xolo shall provide Freelancer access to the Platform that is an online service organized by Xolo, where Freelancer shall register him-/herself, manage the Services and have overview of activities and accounting figures of the Company. Upon registration on the Platform, Freelancer shall accept the terms and conditions applicable to the usage of Platform and privacy policy (hereinafter: Privacy Policy) regulating the processing of the personal data.

2.5. The scope of Services that Xolo shall provide to Freelancer and Company may vary depending on special conditions of Services and Service Plans in question, field of activity where Freelancer and Company are active and Freelancer´s and Company´s eligibility for specific Services.

2.6. Xolo may use third party service providers, software and/or tools for provision of Services. Xolo has the right to make the data of Freelancer and Company available to such third-party service providers.

2.7. Xolo shall be entitled to unilaterally review and amend from time to time the specific terms of Services, including the professional activities of Freelancer and Company that are eligible for Services, the countries from where Freelancer can be from, supported banks and other payment service providers, number of supported bank accounts etc. Without prejudice to other sections of the Service Terms that regulate the process of making changes to the Service Terms, the amendments named herein will become applicable to and binding on Freelancer and Company upon making them public on the Website and/or the Platform.

3.1. Upon registration on Platform, Freelancer shall provide to Xolo all information and data required by Xolo about the Freelancer (including personal ID code (if any), date of birth, place of residence, tax residence etc.), his/her background and activities. If the Freelancer has the Company, the Freelancer shall provide to Xolo all information and data required by Xolo about the Company (to the extent that this information is not available through Estonian public registers). In case of change of the provided information and data, and also upon request of Xolo, Freelancer shall provide immediately updated and additional information and data about him-/herself and Company.

3.2. Freelancer must be Estonian e-resident or have other connection with Estonia (e.g. residence permit, political asylum, citizenship) and have corresponding valid Estonian ID document during the whole term of Agreement, unless otherwise stated by Xolo.

3.3. The Company must be validly established and active according to the Estonian laws. The Freelancer shall be at least one of the beneficiaries, shareholders and managers of the Company. The Company may not be insolvent, under reorganisation, liquidation or forced dissolution procedure.

3.4. If the Freelancer does not have a Company and Xolo assists the Freelancer with the establishment of a Company as stipulated in sections 2.1 and 5, in order for the Service Terms to become binding to the established Company and the Company to become eligible for the Services under the Service Terms, the Freelancer, as the manager and legal representative of the established Company, shall provide to Xolo a clear confirmation that can be reproduced in writing that the Company is aware of its rights and responsibilities under the Service Terms and accepts the Service Terms.

3.5. The Company must have a valid and active bank account during the whole term of Agreement in the bank or other payment service provider supported by Xolo and specified in the applicable Service Plan. Freelancer/Company shall immediately inform Xolo if any of its bank accounts are closed or new bank accounts are opened.

3.6. To have access to the Services, including accounting and tax reporting, Xolo must have comprehensive information about the state of Company´s payment accounts. Xolo itself may not have direct access to Company´s payment accounts. In such cases to be able to use the Services, the Company itself shall provide Xolo comprehensive information about the state of Company´s payment accounts. That is done via trusted third-party provider Salt Edge Limited and its cooperation partners all acting as licensed account information service providers (hereinafter: AISP) on behalf of the Company and providing to Xolo (subject to Company´s corresponding consent) information on the status of the Company´s payment accounts as required by Xolo for the provision of the Services. The account information services are provided to the Company based on a separate agreement between the Company and Salt Edge Limited or any of its cooperation partners (as applicable depending on the location of the payment institution of Company´s payment account) in accordance with their Terms of Service (Dashboard Terms of Service) and Privacy Policy (Dashboard Privacy Policy), as amended by them from time to time. The Company agrees to be bound by these Terms of Service and Privacy Policy when using the AISP services as stipulated herein. Xolo shall provide additional information to the Company upon registering of Company´s payment account whether the Company should use the AISP service as described herein for the purpose of using the Services. If the Company must use the AISP service for the purpose of provision of Company´s payment accounts´ information data to Xolo for the provision of the Services, then the Company obliges to have during the term of the Agreement a valid agreement with the AISP and to maintain a valid consent granted to the AISP to submit Company´s payment account data to Xolo for the purpose of provision of the Services.

3.7. If the Freelancer and/or the Company use the services of other entities of Xolo´s ecosystem to run its business, including Xolo Go and/or Xolo Teams services, to have access to the Services, the Freelancer and the Company also give their irrevocable consent to Xolo to request and receive from other entities belonging to Xolo´s ecosystem the information about the activities of the Freelancer and/or the Company and to use this information for the provision of the Services.

3.8. Freelancer and Company must fulfil terms and conditions applicable to the Services as stipulated and made public by Xolo in the Agreement, Service Plan, Website or Platform. 

3.9. If any of the terms stipulated in this Agreement and/or Service Plan are no longer fulfilled (partially or in full), Xolo shall be entitled to unilaterally suspend provision of the Services or extraordinarily terminate Agreement without prior notice. 

3.10. Xolo may also integrate AISPs other than Salt Edge Limited with Xolo’s Platform for business contingency or other reasons. Xolo will then inform the Freelancer and/or the Company of this additional integration and applicable terms and policies.

4.1. The Platform is provided by Xolo on an “as is” and “as available” basis without any warranties of any kind. Xolo shall hereby apply its best endeavours to make the Platform available for as much time as possible, but does not guarantee that use of the Platform may not be interrupted due to different reasons.

4.2. Xolo shall maintain the Platform.

4.3. Xolo may change the terms of use of the Platform, provision of access to the Platform, design of the Platform, functionality of the Platform and other conditions of the Platform at its own discretion and any time as deemed reasonable by Xolo.

4.4. Entry into the Platform and use of the Platform is secured by using personal security credentials, including SmartID and ID card. Freelancer and Company shall guarantee that their personal security credentials do not get into possession of any third parties. Freelancer and Company shall inform Xolo immediately if they lose possession of their personal security credentials and/or electronic devices (e.g. mobile phone) allowing access to the Platform or become aware of unlawful use of their personal security credentials. Upon entry into the Platform by using Freelancer´s/Customer´s credentials, it is deemed that Freelancer/Customer enters into the Platform and makes activities on the Platform by him-/her-/itself.

5.1. For the purpose of establishment of the Company as stipulated in section 2.1, Freelancer must provide Xolo with requested information, i.e. Company name, registered address, contact details, fields of activity etc. as well as all documentation required for establishment in the form specified by law.

5.2. Registration of the Company is subject to the decision of the Estonian Commercial Registry and Xolo may not guarantee that Company will be established.

5.3. By making a request to Xolo to establish the Company, Freelancer confirms that he/she is aware of all legal obligations deriving from applicable law with regards to the obligations of the Company and Freelancer as the shareholder and member of the management board of the Company, including obligation to pay in share capital and be responsible for the obligations of the Company until it is paid in, keep accounting of the Company, declare and pay taxes, file bankruptcy petition if the Company becomes insolvent etc.

5.4. Upon establishment of the Company, Xolo is acting solely as mediator on behalf of Freelancer and therefore bears no liability regarding the information that Freelancer provides upon establishment and in connection with liabilities of the Company deriving from its establishment and further activities.

6.1. Xolo may provide the Company with an Estonian address, which is necessary for registering and operating of the Company in Estonia (hereinafter: Address Provision Service).

6.2. Xolo has the right to stop Address Provision Service at any time without a reason, including, but not limited to, in case of suspension or termination of the Agreement.

6.3. If Xolo notifies Freelancer/Company that it no longer wishes to provide Freelancer/Company with the local address, Freelancer/Company is obliged to immediately, but in any case, not later than within fourteen (14) days as of sending such notice, change the Company´s address so that it is no longer registered in the address provided by Xolo.

6.4. Parties further agree that upon every breach of the obligation to change the Company´s address by Freelancer, Xolo shall be entitled to claim from the Freelancer/Company a contractual penalty in the sum of five hundred (500) euros for each case of breach as well as submit to the Estonian Commercial Register claim stating incorrectness of Company´s address as provided by Xolo.

6.5. Subject to additional agreement of the Parties, Xolo may act as a contact person for the Company in the meaning of § 24 of the Estonian Commercial Register Act. 

7.1. Xolo shall provide accounting services to the Company in accordance with Estonian Accounting Act and applicable international accounting principles.

7.2. Xolo shall provide accounting services and tax reporting services only if the Company´s payment account is opened in a bank or other payment service provider supported by Xolo and specified in the applicable Service Plan and, if applicable, the Company has a valid agreement with AISP as stipulated in section 3.6 allowing the Company to submit the Company´s payment account data to Xolo. Otherwise, Xolo shall be entitled to refuse from provision of accounting and tax reporting services and suspend these services. Xolo shall provide the accounting and tax reporting services based on the information that it receives from the Company, payment account providers of the Company and AISP, given that the Company has provided to Xolo corresponding explicit authorisation to receive Company´s payment account transactions data from such service providers. Xolo is not obliged to search for information related to the Company from other sources by itself.

7.3. Freelancer and the Company give hereby to Xolo an explicit authorisation to request from the supported payment service providers, with whom Xolo has corresponding integration, and from AISP the Company´s payment account transaction data on behalf of the Company for the purpose of provision of accounting and tax reporting services.

7.4. For accounting and tax reporting services, the Company must submit to Xolo information about all assets, obligations and transactions as well as all documents (incl. invoices, transaction overviews, check receipts etc.) related to its business activities within seven (7) days as from such activities. The foregoing shall not apply to the extent that Xolo can receive information regarding business activities of the Company from other sources, e.g. from the Company´s payment service providers and AISPs. Xolo may also request for additional information from Freelancer and the Company, if required. Freelancer and the Company understand that failure to provide to Xolo thorough information about the Company and its activities may result in inaccurate accounting and tax reporting which may be subject to sanctions applicable to Freelancer and/or the Company under the applicable law. If Xolo has to change any tax or accounting declarations or reports due to the Company submitting invoices or relevant information too late, Xolo has a right to add a corresponding fee (as provided on the Website: https://www.xolo.io/zz-en/pricing) to the Invoice paid by the Company for using Xolo’s Services. 

7.5. Xolo shall not be liable for the wrongful provision of the Services, including, but not limited, for making and submission to any authorities of incomplete or wrong accounting and tax reports, if the information from the provider of Company´s payment account or from AISP as stipulated in section 3.6 is unavailable or is incorrect and/or if the Freelancer/Company have not respected the obligation to provide full and truthful information about their activities as stipulated in section 7.4.

7.6. While providing accounting and tax services, Xolo shall only be entitled to consider costs as business costs of the Company if such costs are directly related to the business activities of the Company and are substantiated with proper invoices and documents. This also applies to the costs made in cash, in which case the Company must additionally provide evidence of origin of this cash (e.g. ATM receipt on cash withdrawal).

7.7. If in the course of provision of accounting and tax reporting services the Company does not submit documents related to its costs (e.g. invoice) and from the content of the transaction it is not clear that costs relate to business of the Company, Xolo shall be entitled to regard such costs as costs not related to the business of the Company and declare such costs as a fringe benefit or a profit distribution. Xolo shall declare all applicable taxes related to such costs in accordance with the applicable law.  

7.8. Tax reporting shall be provided on the assumption that the Company is Estonian tax-resident. Xolo shall provide the Company with necessary tax compliance and reporting only within jurisdiction of Estonia. Xolo has not conducted and will not conduct any analysis for determining the tax-residency of the Company meaning that the responsibility of the correctness of the above assumption relies solely on Freelancer and the Company.

7.9. If, at any time during Agreement period, foreign tax-residency (i.e. tax-residency other than Estonia) occurs or such risk becomes evident in respect of the Company, then tax reporting and tax compliance in such other country shall be sole responsibility of Freelancer and the Company.

7.10. If not agreed otherwise, during the period when Xolo provides accounting and tax reporting services to the Company, Xolo will preserve the accounting and tax data of the Company within the time limits stipulated by the applicable law. Upon expiry of such time limit, Xolo will inform the Company and Freelancer thereof and they shall be entitled to take over possession of such data. Otherwise, Xolo shall be entitled to delete and destroy such data.

7.11. Upon termination of the Agreement or when the provision of accounting and tax reporting services is suspended by Xolo, Xolo shall provide to Freelancer/Company and Freelancer/Company are obliged to accept Company's accounting and tax related data and documentation, which were processed and archived by Xolo. If Freelancer/Company do not accept such data and documentation, Xolo shall be entitled to claim from Freelancer/Company a contractual penalty in the sum of five hundred (500) euros for each case of breach as well as to dispose of such data and documentation. 

7.12. To provide the accounting and tax services, the Company authorises Xolo to respond to the tax authorities queries on behalf of the Company/Freelancer. Xolo will always inform the Company of all tax authorities’ queries and acquire consent to respond to the query. If the Company does not respond to Xolo within the timeframe imposed by the tax authority, Xolo is authorised to respond on behalf of the Company to the best of Xolo’s ability. For avoidance of doubt, If the Company does not want Xolo to respond to the tax authority, it must explicitly inform Xolo at least 3 days before the deadline imposed by the tax authority.

8.1. For provision of the Services Xolo is entitled for a fee, which shall be calculated as monthly fee (hereinafter: Service Fee). The Service Fees depend on the ordered Service Plan and will be specified on the Website here: https://www.xolo.io/zz-en/pricing. The Service Fee is subject to VAT, which will be added to it.

8.2. The Company shall be responsible for paying of Service Fee, except for the first Service Fee payable by Freelancer if and upon establishment of the Company as stipulated in sections 2.1 and 4 within five (5) business days of entering into the Agreement. For the sake of clarity, if this Service Fee is not paid, Xolo shall not assist the Freelancer with the establishment of the Company as stipulated herein. 

8.3. The Service Fee shall be paid based on invoices (hereinafter: Invoice) issued monthly by Xolo in the electronic form (pdf format) to the email of the Company. Invoices shall be paid not later than on the 1st calendar day of each corresponding month, unless otherwise stipulated in the Invoice. The Company shall bear the risk of non-receiving Invoices and non-receiving of Invoices shall not preclude the Company from obligation to pay them. The Company shall inform Xolo immediately if it does not receive any of the Invoices within usual time.

8.4. The Company shall additionally cover all the costs for state fees and other such direct costs incurred in connection with the Services (hereinafter: Costs). Xolo shall inform and explain applicable Costs in advance, unless otherwise agreed by the Parties. Xolo shall send invoices for Costs as part of Invoices.

8.5. Invoices shall be paid to the bank account as specified in Invoices.

8.6. In case any Invoice is overdue, the Company shall pay a default interest of 0.1% of the outstanding sum of the Invoice in question per each day delayed. The Company shall also be obliged to cover all additional costs (incl. legal assistance expenses) incurred by Xolo or third parties in connection with collection of the overdue amounts. In addition, Xolo shall be entitled to suspend the provision of Services during the period of delay with any payment.

8.7. If the Agreement is terminated, the Company shall pay Service Fee pro rata to the part of the month when Services were provided. All incurred Costs shall be paid in this case in full. Suspension of the Agreement due to the reasons deriving from Freelancer or the Company as stipulated in the Agreement, shall not preclude the Company from the obligation to pay Service Fee.

8.8. Xolo shall be entitled to unilaterally increase Service Fee in accordance with the procedure stipulated in section 16.9.

9.1. During the term of the Agreement, the Parties agree to primarily act in each other's economic interests and exercise their rights and perform their obligations in good faith. Among other things, the Parties undertake to:

9.1.1. perform their rights and obligations arising from the Agreement in such a manner as is necessary to fulfil and comply with the requirements of the Agreement;

9.1.2. notify the other Party of all material circumstances related to the contractual relationship towards which the other Party has a justified interest;

9.1.3. during the validity period of the Agreement and three (3) years thereafter notify the other Party immediately of the changing of one’s contact data;

9.1.4. use Party´s rights and obligations only for lawful purposes;

9.1.5. not assign, transfer, sell, encumber, sublicense, rent, lease or in any other way dispose the rights and obligations arising from the Agreement to any third party without the prior written consent of the other Party. The foregoing shall not apply in case of assigning, transfer, selling, encumbering, sublicensing, renting, leasing or in any other way disposing the rights and obligations arising from the Agreement by Xolo to other companies belonging to the same group as Xolo or having the same owners as Xolo.

10.1. Upon performance of the Agreement, Xolo has right inter alia to:

10.1.1. receive Service Fees and other fees as specified in the Agreement;

10.1.2. request any documentation, information and other materials which are necessary for Xolo to perform its obligations under the Agreement;

10.1.3. request reasonable assistance from Freelancer and the Company;

10.1.4. rely on the information received from Freelancer and the Company, Company´s payment account provider and the AISP acting on behalf of the Company;

10.1.5. upon its discretion, use assistance and cooperation of third parties for performance of its obligations under the Agreement. Xolo may also use third party software and other tools or services which Xolo deems relevant for performing its obligations under the Agreement, whereas Xolo remains liable for due performance of the Agreement towards Freelancer and the Company.

10.2. Upon performance of the Agreement, Xolo is obliged inter alia to:

10.2.1. provide Freelancer and the Company with the Services according to the Agreement;

10.2.2. act in a loyal manner with respect to Freelancer and the Company, and exercise necessary level of diligence;

10.2.3. adhere to and follow the instructions of Freelancer and the Company insofar as these are based on the Agreement and are in accordance with the applicable law;

10.2.4. inform Freelancer and the Company of relevant circumstances relating to the Agreement.

11.1. Upon performance of the Agreement, Freelancer and the Company have right inter alia to:

11.1.1. provide Xolo with instructions for performing its obligations under the Agreement, given that these are based on the Agreement and are in accordance with the applicable law;

11.1.2. receive from Xolo information and explanations related to provision of Services.

11.2. Upon performance of the Agreement, Freelancer and the Company are obliged inter alia to:

11.2.1. pay the Service Fee and Costs;

11.2.2. cooperate with Xolo to the extent requested by Xolo and fulfil all prerequisites for the Services as stipulated in section 3;

11.2.3. provide Xolo timely comprehensive information, documentation and instructions as well as requested assistance necessary for Xolo to perform its tasks under the Agreement. Among other things Xolo may request information and/or documents from Freelancer and the Company related to the prevention of money laundering and terrorist financing as well as on application of international sanctions and Freelancer and the Company are obligated to provide corresponding input;

11.2.4. maintain consents and authorisations named in sections 7.2 and 7.3 valid and active during the whole term of the Agreement;

11.2.5. ensure that the Company has all valid authorizations, licenses, approvals and permits from any state, local or other authority for lawfulness of its activities required under any jurisdiction where the Company operates;

11.2.6. take appropriate tax and legal advice with regard to the conclusion of the Agreement and provision of services by the Company and activities of Freelancer thereby in other countries;

11.2.7. inform Xolo of Freelancer´s and Company´s inability to perform any of their obligations that may have impact on ability or way of Xolo to perform its obligations under the Agreement;

11.2.8. inform and update Xolo of countries where Freelancer and the Company provide their services and perform their activities. Xolo has not conducted and will not conduct any analysis for determining the place of activities of Freelancer and the Company and possible consequences of that to the provision of the Services as well as to Freelancer´s and the Company´s possible tax duties;

11.2.9. notify Xolo of the comments and recommendations to ensure the higher quality, faster and more efficient servicing and cooperation;

11.2.10. maintain all documents and information related to activities of Freelancer and the Company during the validity period of the Agreement and within ten (10) years as of the termination of the Agreement. Freelancer and the Company must note hereby that to fulfil their obligations under the applicable law, they may be required to preserve documents and information for a longer time.

12.1. Freelancer and the Company are obliged at any time and on request of Xolo to submit information and documents (e.g. identity documents, tax residency, citizenship, address, contract details, origin of funds, beneficial owners, contractual partners, politically exposed persons etc.) about themselves and their contract partners as well as perform other actions required by Xolo (e.g. show up for a personal meeting or terminate a suspicious service contract). Xolo requires these information, documents and actions so that Xolo could conduct required checks and activities relating to money laundering and terrorist financing prevention (incl. resulting from the money laundering and terrorist financing prevention law or the legal acts issued on its basis, international legal acts and the instructions of the authorities). Xolo may use third party service providers to make those checks and verifications, as provided in the Privacy Policy.

12.2. Freelancer and the Company are obliged to immediately inform Xolo of any changes of the information and/or documents submitted during the validity period of the Agreement.

12.3. Freelancer and the Company are obliged to follow and apply all international sanctions as may be applicable to them, their services, their customers, their employees, contractual partners, service providers and any other counterparties. The international sanctions that the Freelancer and the Company may be obliged to follow and apply include, but are not limited, to economic, trade or financial sanctions laws, embargoes and export/import control laws, policies, orders, regulations or similar restrictive measures approved, adopted or implemented by (a) the United States of America, including the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, (b) the United Nations Security Council, (c) the European Union, and its relevant member states, (d) His Majesty’s Treasury (HMT) of the United Kingdom, and, as the case may be, any other legislation or requirements regarding applicable sanctions. Upon request of Xolo, Freelancer and the Company shall immediately provide to Xolo all information and documents as requested in order to confirm following of the applicable sanctions.

12.4. Xolo has the right to terminate the Agreement and Freelancer´s and Company´s access to the Platform without advance notice in the situation where Freelancer and/or the Company are not duly forwarding the information and/or documents to Xolo that could be required by Xolo or do not perform actions requested by Xolo related to money laundering and terrorist financing prevention as well as application of sanctions. For the sake of clarity, Xolo shall also be entitled to terminate the Agreement if activities of the Company and/or Freelancer are suspicious in any sense, including if the Company operates only or primarily with cash and cannot provide sufficient evidence regarding the origin of such cash.

13.1. Each Party to the Agreement respectively represents and warrants to the other Party that:

13.1.1. the Party has full legal right, power, authority and competence to enter into, execute and deliver the Agreement and has taken all necessary steps and actions, as appropriate and necessary to authorise or permit the execution, delivery and performance of the Agreement and the transactions contemplated hereby;

13.1.2. no voluntary or compulsory liquidation proceedings or insolvency or bankruptcy proceedings have been initiated, threatened or warned on the Party.

13.2. Freelancer and the Company further represent and warrant that both at the time of signing or accepting of the Agreement and during validity of the Agreement:

13.2.1. they are acting on their own name and account;

13.2.2. they have reviewed the Agreement with adequate thoroughness and understand the content of it and are willing to execute it;

13.2.3. they are willing to bear full liability for the obligations and risks related to the obligations stipulated in the Agreement;

13.2.4. all information and data provided by them to Xolo at any time is true, accurate and relevant;

13.2.5. they have notified Xolo of all circumstances towards which Xolo has or could have recognizable interest, considering the aim of the Agreement;

13.2.6. their activities and operations are compliant with the Estonian law and any other applicable laws in all material aspects;

13.2.7. they have sufficient financial resources to pay for the Services;

13.2.8. their interests and rights have been reasonably taken into account in the Agreement;

13.2.9. they understand the essence of the Services and that provision of the Services by Xolo may not in any case be regarded as employment or similar relationship between them and Xolo, including that they may not in any cases represent themselves as employees of Xolo;

13.2.10. all their activities shall be regarded as performed on their own account and name and not in the name of Xolo;

13.2.11. there are no other circumstances which would prejudice or preclude their right to enter into, execute and deliver the Agreement.

13.3. Freelancer further represents and warrants that both at the time of signing of the Agreement and during validity of the Agreement he/she acts in the course of and with the purpose of fulfilment of his/her economic and professional interests and activities. Therefore, Freelancer explicitly agrees and confirms that he/she shall not be regarded as consumer upon fulfilment of the Agreement and consumer related regulation as stipulated in the Estonian Law of Obligations Act shall not apply to him/her.

13.4. The Parties shall immediately notify each other in writing of any circumstances arising after entry into the Agreement which cause any of the representations and warranties to become untrue, inaccurate or misleading and which are material for disclosure to the other Party.

14.1. All notices between the Parties (including Invoices, notices and other communication) in connection with the Agreement shall be communicated to the other Party in writing by email, via Platform, by registered post or by serving to the representative of the Party against signature.

14.2. Parties have agreed that in exchange of any notices, sending notices via email and the Platform shall always be preferred.

14.3. Parties undertake to ensure that their contact details provided to each other are always valid and in working order. In case of the change of any contact detail of the Party, it shall notify the other Party of its new contact details in written format immediately.

14.4. Parties have agreed that any notice sent to Freelancer's or Company´s email address specified by Freelancer or the Company, shall be deemed to be received by Freelancer and the Company after three (3) calendar days have passed from sending such notice.

14.5. Upon request of Freelancer or the Company, Xolo shall provide to Freelancer and the Company an electronic copy of the Agreement. 

15.1. Xolo acknowledges that upon performance of the Agreement it may be exposed to or acquire information which is confidential to Freelancer and the Company (hereinafter: Confidential Information). Xolo agrees to hold Confidential Information of Freelancer and the Company confidential. Freelancer or the Company may specify in the course of fulfilment of the Agreement, which information should be regarded as Confidential Information. Until that Xolo is entitled to decide it by itself given common sense and general understanding of Freelancer´s and Company´s activities.

15.2. Xolo further agrees to advise each of its employees, agents, cooperation partners and representatives of the obligation to keep Confidential Information.

15.3. Xolo shall advise Freelancer and the Company immediately in the event that it learns or has reason to believe that any person who has access to Confidential Information has violated or intends to violate the terms of the Agreement and will reasonably cooperate in seeking injunctive relief against any such person.

15.4. Confidential Information shall not include information which:

15.4.1. at the time disclosed or obtained is in the public domain;

15.4.2. after being disclosed or obtained becomes part of the public domain through no act, omission, or fault of Xolo or its personnel.

15.5. Xolo is entitled to provide without any limitations the Services and other services to any third person whose interests may conflict with the interests of Freelancer and/or the Company. Xolo shall still follow Confidentiality Obligation in this case.

16.1. The Agreement shall enter into effect upon signing of the Customer Agreement and annexes to it available at that time by Freelancer and shall remain effective for an indefinite period. Freelancer shall sign the Agreement by using SmartID, ID card or other available equivalent methods provided by the Company.

16.2. The Agreement shall become binding to the Company as follows:

16.2.1. If the Company is established by the time of entry into the Agreement, the Agreement shall become binding to the Company upon its signing by the Freelancer as stipulated in section 16.1, whereby the Freelancer will be acting both as the manager and legal representative of the Company and on behalf of him-/herself;

16.2.3. If the Company is not established by the time of entry into the Agreement and is to be established as part of the Services under the Agreement in accordance with sections 2.1 and 5, the Agreement shall become binding to the Company and the Company shall become eligible for the Services under the Agreement upon submission by the Freelancer to Xolo of a notice confirming Company´s desire to join the Agreement and become legally bound by it as stipulated in section 3.4. After that, the Company shall be regarded as the Party to the Agreement with all corresponding rights and obligations.

16.3. Both Parties have the right to ordinarily cancel the Agreement by serving to the other Party a thirty (30) days prior written notice.

16.4. In addition to other grounds for extraordinary termination stipulated in the Agreement, any of the Parties may terminate the Agreement extraordinarily if the other Party has materially violated the Agreement and has not remedied the violation within ten (10) days after being notified of that by the other Party. Additionally, Xolo shall be entitled to terminate the Agreement extraordinarily unilaterally at any time and without a prior notice in the following cases: a) in case of significant deterioration or danger of a significant deterioration of Freelancer´s or Company´s financial situation which can affect their ability to fulfil the Agreement, b) in case of initiation, threatening or warning of Freelancer´s or Company´s liquidation, insolvency or bankruptcy proceedings, c) due to requirements and restrictions of a third party service provider (e.g. banks and other financial institutions), or d) due to any other circumstances which forbid or restrict the activity of Xolo under the Agreement. In such cases Xolo shall not bear any responsibility towards Freelancer or the Company that could arise due to or in connection with such termination by Xolo.

16.5. Without prejudice to the above-said, Xolo shall be entitled to extraordinarily terminate the Agreement without a prior notice, if the Company is in default with payment of any Invoices and such default lasts for at least thirty (30) consecutive days.

16.6. Additional terms of coming into force of specific parts of the Agreement and their termination, are stipulated in these specific parts (if applicable).

16.7. In case of termination of the Agreement, the Company is obliged to pay to Xolo all outstanding Invoices. In case of advance payment made by the Company exceeding the outstanding amounts due, no repayments or set-offs shall be done by Xolo.

16.8. Provisions of the Agreement that in accordance with the context are meant to survive the termination of the Agreement, shall continue to apply until all legal and/or financial issues between the Parties are settled, or until it is reasonable.

16.9. Xolo shall be entitled to change Agreement from time to time by providing thirty (30) days prior notice to Freelancer/Company. Freelancer/Company shall notify Xolo immediately if the revised Agreement terms are not acceptable and initiate the termination process of Agreement. The revised Agreement shall be regarded to be accepted by Freelancer/Company and shall become effective thirty (30) days after Xolo has notified Freelancer/Company thereof, unless Freelancer/Company have terminated the Agreement by that date. The foregoing shall not apply if (i) the amendment is required due to the change in the law, or other regulations that have influence on the Agreement and/or the Services or Xolo or (ii) if it is required by any decree, regulation or restriction of any state authority, or (iii) revised Agreement shall be more favorable to the Freelancer/Company, or (iv) if revisions neither reduce Company’s/Freelancer’s rights, nor increase their responsibilities. In such a case the amendment shall enter into force immediately upon provision of corresponding notice to Freelancer/Company, whereas in this case they shall not be allowed to terminate Agreement.

17.1. Liability of Xolo under the Agreement shall be limited to the maximum extent permitted by the applicable law. Xolo shall not be liable towards Freelancer and the Company for the loss of profit, indirect loss and non-patrimonial damage, incl. any indirect or consequential damages. The limitation shall not apply in case of deliberate or gross negligent breaches of the Agreement by Xolo. For the sake of clarity, the liability limitation as stipulated herein shall also apply to obligation to preserve Confidential Information and obligations of Xolo related to the processing of personal data.

17.2. Xolo shall not be liable for any violation of the applicable law by Freelancer or the Company in front of any third persons, whereas this does not limit the liability for the due provision of the Services as stipulated in the Agreement.

17.3. Xolo shall not accept any liability towards third parties for the Services that it provides to Freelancer/Company under the Agreement, including any tort or non-contractual liability.

17.4. Freelancer and the Company agree to indemnify Xolo and its cooperation partners and sub-contractors engaged in provision of the Services against any costs, damage, claims, liabilities and expenses incurred as a result of Freelancer’s or Company´s breach of the Agreement or any provisions of the applicable law.

17.5. Xolo shall not bear any liability related to the actions of any third party. For example, Xolo shall not be liable for the correctness of the information provided by Freelancer or the Company, the Company´s payment account provider, AISP or any other third party acting on behalf of them. Xolo shall also not be liable for the negative consequences resulting from the absence of necessary clarifications, or the incorrectness of information/documents received from Freelancer or the Company or any third party on behalf of them, including the Company´s payment account provider and the AISP. Freelancer/Company are obliged to notify Xolo immediately of the changes, observations and additional information that could be of importance related to the Agreement.

17.6. Non-performance or improper performance of contractual obligations shall not be considered a breach if it was caused by circumstances beyond the control of the Parties, could not and should not have been foreseen or prevented (hereinafter: Force Majeure). Parties are required to take measures to mitigate the potential damage. If the impediment is temporary, the breach of obligation is excusable only for the time when the obligation was obstructed. The Party whose activities in the performance of its contractual obligations are prevented by unforeseeable circumstances shall immediately notify the other Party of that and of the means applied to minimize the consequences. Obligation to pay the Service Fee may never be excused by the Force Majeure.

17.7. The Freelancer and the Company shall be considered as solidary obligors as stipulated in section 65 of the Estonian Law of Obligations Act. Therefore, the Freelancer and the Company shall be liable jointly for the fulfilment of each other's obligations under this Agreement.

18.1. The Agreement shall be governed by the laws of the Republic of Estonia.

18.2. Parties shall make their best efforts to resolve any disputes stemming from the Agreement by negotiations. If Parties fail to resolve disputes by negotiations, any disputes arising from the Agreement shall be settled in the Harju County Court in the Republic of Estonia as the court of first instance.

19.1. Parties warrant and confirm that they have reviewed the Agreement with adequate thoroughness, they have agreed on all the provisions contained herein and in any of the appendixes to the Agreement and each of the Parties had the possibility to influence the contents of every provision. Parties confirm that they understand the content of the Agreement and the content of all annexes to the Agreement and they are willing to execute the Agreement.

19.2. The Agreement is the entire contract between Parties and it supersedes all prior representations, negotiations, writings, memoranda, and agreements with respect to the subject matter hereof. No modification, representation or warranty, variation, or amendment shall be of any force or effect unless it is in writing and signed by all Parties.

19.3. If one or more of the foregoing provisions are or become invalid, the validity of the remaining provisions shall not be affected thereby. The invalid provision shall be replaced by a valid one, which achieves to the extent possible the purpose and the commercial goal of the invalid provision.