SERVICE PROVIDER AGREEMENT (SPA)

1.1. By this agreement (hereinafter the Agreement) the Service Provider (hereinafter the Principal) authorises Avatud OÜ (registry code 12443197, address Harju county, Tallinn, Kesklinna district, Viru väljak 2, 10111, e-mail hello@avatud.ee) (hereinafter the Agent) to intermediate the sale of its services and to conclude contracts on behalf of the Principal with end users on the platform avatud.ee.

1.2. The Agreement is in its nature a mandate contract within the meaning of § 619 of the Estonian Law of Obligations Act (VÕS).

1.3. Agent's status (PSD2): the Agent acts as a commercial agent of the Principal, with exclusive authority to receive payments on behalf of the Principal. The receipt of an end user's payment to the Agent's account is legally deemed receipt of payment by the Principal (extinguishment of debt). The Agent does not hold the funds as a payment service provider, but as the Principal's authorised representative.

2.1. The Agent provides a technical platform for displaying services, calendar management and marketing.

2.2. Commission: the Agent withholds 5% (five percent) of the gross amount of each completed transaction. VAT (24%) is added to the commission.

2.3. The Principal confirms that its activity is lawful and authorises the Agent to perform KYC/KYB background checks under the Money Laundering and Terrorist Financing Prevention Act.

2.4. The Agent has the right to refuse publication of the Principal's profile, service description, media files or other content on the Platform, and to remove already published content if it:

• (a) does not comply with the requirements of the Agreement or Platform terms;
• (b) conflicts with applicable law or the rights of third parties;
• (c) contains prohibited services or services requiring a licence (see clause 7.4);
• (d) is of poor quality, misleading, or could damage the Platform's reputation;
• (e) on another reasoned decision of the Agent.

The Agent notifies the Principal of the decision by e-mail with a brief justification.

3.1. Pursuant to EU Directive 2021/514 (DAC7), the Agent is required to collect and transmit information on the Principal's earned income to the Estonian Tax and Customs Board (EMTA).

3.2. Mandatory data (Compliance by Design) — to activate payouts, the Principal must provide:

• Legal name and registry code (for natural persons: name, personal ID code, date of birth)
• VAT identification number, if applicable
• Address of permanent place of business and tax residency
• Bank account number (IBAN)

4.1. Payouts are executed only for orders that have reached the status "Completed" (the Activation Code has been entered).

4.2. Payouts are executed twice per month: on the 10th and 25th day of the month, for transactions of the previous period with the status "Completed". The commission (5% + VAT) is deducted from the payout amount.

The Principal selects one of three types for each service, which determines the applicable framework for withdrawal and cancellation rights.

5.1. FLEXIBLE — flexible services (for example, beauty services, training, individual consultations). The Client has the 14-day right of withdrawal under the Law of Obligations Act (VÕS § 56), to which the procedure defined in the Agreement and Platform terms applies.

5.2. STRICT — services with a fixed date (for example, workshops, courses, events, bookings for a specific date or time). Pursuant to VÕS § 53⁴ p 12, the 14-day right of withdrawal does not apply to such services.

5.3. INSTANT — instantly delivered digital service (for example, recorded course, downloadable material, written consultation). Pursuant to VÕS § 53⁴ p 11, the right of withdrawal expires after the start of service delivery, provided the Client has given prior explicit consent.

5.4. The Principal has the right to cancel a booking under any service type. In the event of a cancellation by the Principal, the Client is refunded the amount paid in full (see clause 6.3).

6.1. Activation Code: A unique 6-digit Activation Code is generated for each booking and displayed in the Client's personal account. The Principal is required to enter the Client's Activation Code in their sales panel at the start of service delivery, which confirms service delivery and initiates the payout process.

6.2. If the Activation Code is not entered within 24 hours from the start of the service, the service is deemed not provided, and the Client is automatically refunded the amount paid in full.

6.3. In the event of a cancellation by the Principal, the Agent automatically refunds 100% of the funds to the client.

7.1. The Principal is fully responsible for the quality and safety of the service provided and for compliance with applicable legal requirements.

7.2. The Principal processes the personal data forwarded by the Agent in accordance with the GDPR solely for the purpose of providing the service. Use of such data for direct marketing without the client's consent is prohibited.

7.3. The Principal indemnifies the Agent for all costs and damages (including fines) arising from the Principal's breach or submission of false data.

7.4. The Principal confirms that it holds all legally required permits (licences) and qualifications necessary to provide the specific service. Publishing on the Platform any service requiring a licence without presenting a valid permit is prohibited. The full list of prohibited and restricted services is available at avatud.ee/prohibited-services.

7.5. The Principal is fully responsible for fulfilling all tax obligations arising from its activity (including income tax, social tax, VAT). The Agent does not act as the Principal's tax agent or tax adviser.

7.6. The Agent's liability towards the Principal is in any case limited to the amount equal to the total commissions received from the Principal during the previous 12 (twelve) months. The Agent is not liable for indirect damages (including lost profit, reputational damage, data loss, or third-party claims).

7.7. The Agent provides the Platform service on an "as is" basis and does not guarantee uninterrupted, error-free or up-to-date functioning of the Platform. The Agent has the right to perform planned technical work and will notify in advance where possible.

8.1. The Agreement enters into force upon electronic acceptance on the Platform.

8.2. The Agent has the right to terminate the Agreement extraordinarily and immediately if the Principal materially breaches the Agreement, submits false data, or carries out prohibited activities.

8.3. The Agent has the right to amend the Agreement unilaterally to ensure compliance with:

• (a) applicable law (including amendments to the Law of Obligations Act, the Personal Data Protection Act, and the Payment Institutions and E-money Institutions Act);
• (b) technical, compliance and risk requirements of payment partners (including card schemes and payment institutions);
• (c) the development of the Platform's operations and products.

8.4. The Principal is notified of amendments by e-mail at least 14 days before they enter into force. If the Principal does not agree with the amendments, it has the right to terminate the Agreement before the amendments enter into force without incurring any related additional obligations.

8.5. The Agent has the right to temporarily suspend the Principal's account and services (including blocking access to the Platform and deferring payouts) if circumstances arise that require investigation (including client complaints, suspicion of fraud, possible breach of the Agreement). Suspension lasts until the circumstances are clarified, but no longer than 60 days.

8.6. Upon termination of the Agreement:

• (a) the Principal's profile and services are removed from the Platform;
• (b) services already booked are carried out according to their original terms or refunded to the Clients;
• (c) payouts held by the Agent are executed within the next regular payout day, less any potential refunds;
• (d) the Agent retains documents in accordance with legal requirements (including the Accounting Act — 7 years).

9.1. Confidentiality: The parties undertake to keep confidential business information, client data and other non-public information obtained during the performance of the Agreement. The confidentiality obligation continues after the termination of the Agreement.

9.2. Intellectual property: The Principal retains ownership of content uploaded to the Platform (service descriptions, photos, videos, logos). The Principal grants the Agent a non-exclusive, royalty-free, worldwide licence to use such content on the Platform and in the Platform's marketing materials for the duration of the Agreement.

9.3. Force majeure: The parties are not liable for non-performance of obligations resulting from force majeure (natural disasters, hostilities, cyberattacks, decisions of public authorities, internet service disruptions). The party affected shall notify the other party of the force majeure circumstances within a reasonable time.

9.4. Governing law and jurisdiction: The Agreement is governed by the law of the Republic of Estonia. All disputes that cannot be resolved through negotiation shall be settled in Harju County Court (Harju Maakohus).