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 no commission from transactions. The Principal receives the price of the service less only the card processing fee of the payment service provider Stripe. The use of the Platform's paid features is subject to the fixed monthly fee published on the Platform (see clause 2.5).

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.

2.5. Plans. Free: the Principal's public page on the Platform, published for 30 days from registration; visibility can be extended by 30 days by tagging Avatud on Instagram or Facebook as described on the Platform; after the period the page is unpublished automatically until the Principal republishes or extends it. Services cannot be sold on the Free plan. Paid: in addition to the page, a service shop, a portfolio and card payments; the monthly fee is €29.90 per month when this Agreement enters into force, is paid in advance via Stripe, and the subscription renews automatically every month until the Principal cancels it in the dashboard; cancellation takes effect at the end of the paid period and the fee for the current period is not refunded. When the Paid plan ends, the shop, the portfolio and the sale of services become unavailable; bookings already paid for are completed.

2.6. Publicity and AI assistants. The Principal's published profile, services, portfolio and reviews are public, and the Agent makes them available to search engines and artificial intelligence assistants (including avatud.ee/llms.txt, the MCP interface and Schema.org data); an AI assistant may prepare a payment link for the Principal's service, through which the Client books and pays on the Platform. The Principal consents to such publication for the duration of the Agreement.

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 — to activate payouts, the Principal creates a Stripe account through the Platform (Stripe Connect) and provides:

• To the Agent: legal name and registry code (verified against the Estonian Business Register; for natural persons: name, personal identification code and date of birth via eID), VAT identification number if applicable, address of the place of business and tax residency
• Directly to Stripe: an identity document and other verification data required by Stripe (KYC/KYB) and the bank account for payouts (IBAN); the Agent sees only the verification status
• Payouts are possible only after Stripe has completed the verification of the Principal's account

4.1. Payouts are executed only for orders that have reached the status "Completed": the Activation Code has been entered, access to an INSTANT service has been provided and the service completed (clause 6.4), or the Client did not show up (clause 6.2).

4.2. Payouts are executed through the payment service provider Stripe: once an order has reached the status "Completed", the transaction amount (less Stripe's payment processing fee) is transferred to the Principal's Stripe account and paid out to the Principal's bank account according to Stripe's payout schedule (as a rule within a few business days). No commission is deducted from the payout.

4.3. Refunds and chargebacks. If a booking is cancelled or deemed not provided (clauses 5.4, 6.2, 6.3, 6.4), the Agent refunds the Client the full amount paid and no payout is made to the Principal. If the Client disputes a payment through their bank (chargeback), the payout for that booking is withheld until the dispute is resolved; if the dispute is resolved in the Client's favour after the payout, the Agent has the right to reverse the amount from the Principal's Stripe account or set it off against subsequent payouts. At the Agent's request the Principal provides evidence that the service was delivered.

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 time of the service, the outcome is determined by the no-show reports that either party can submit in their account from 15 minutes until 24 hours after the start time: if only the Principal reported that the Client did not show up, the service is deemed delivered and the Principal is paid; if only the Client reported that the Principal did not show up, if both reported, or if neither did, the service is deemed not provided and the Client is automatically refunded the amount paid in full.

6.3. The Principal may cancel a booking before the start of the service (for INSTANT, before providing access). In the event of a cancellation by the Principal, the Agent automatically refunds 100% of the funds to the Client.

6.4. INSTANT services: the Principal sends the access information to the Client's account through the sales panel. If access is not provided within 24 hours of payment, the booking is cancelled automatically and the money is refunded to the Client. After access is provided, the service is deemed completed once both parties have left a review or after 72 hours, and the payout is initiated.

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 Platform fees (monthly fees) 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 when the Principal completes seller registration on the Platform and confirms acceptance of the Agreement during registration. The current version of the Agreement is always available at avatud.ee/service-provider-agreement.

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).