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USER AGREEMENT FOR THE PROVISION OF BUSINESS SERVICE

This User Agreement defines the rules for the use of the Service “Business” provided by PаilyAS, the compаny registered under the registration number 12426661 аt Mааkri street 19/1, Tаllinn,Estoniа (hereinafter referred to as the “Paily”).

This User Agreement is also the agency agreement concluded between Paily and the Business User (see para.1.5 of the User Agreement).

The User Agreement shall be construed in accordance with the General Terms & Conditions of Paily (hereinafter referred to as the “Terms”). The terms and definitions established in the Terms shall apply to this User Agreement unless they contradict the User Agreement. This User Agreement is the essential part of the Terms.

Because the Business Service provides for cooperation between the Business User and Freelancer, the terms and definitions provided for in the User Agreement of Freelance Service apply to this User Agreement unless such a term or a definition contradicts terms and definitions of this User Agreement. Other provisions of the User Agreement of Freelance Service apply to this User Agreement when this User Agreement explicitly provides so.

The following terms and definitions shall also apply to this User Agreement:

“Account” - a set of data about the Business User stored in a computer system of Paily necessary for providing the Business User with the Business Service.

“Verified Account” - the Account of the Business User which passed through the verification process provided by the User Agreement and allows the Business User to use the Business Service via the Website or the Applications.

“Invoice” - paying document and an offer to conclude a contract between the Business User and the Client issued by the Business User and signed by Paily on behalf of the Business User.

“Balance” - a set of data displayed in the Business User’s Verified Account that reflects the information about the payments received by the Business User from Clients and Withdrawals made by the Business User.

“Withdrawal” - a payment operation made by the Business User by which the Business User transfers money from the Business User’s Balance to the Business User’s bank account, to the Freelancer’s Balance, or to the Freelancer’s bank account or online wallet.

“Agency Fee” - the service fee payable by the Business User to Paily for the provision of the Business Service.

“Workforce” - the registry of Freelancers in the Business User’s Verified Account that the Business User engages in the Business User’s Projects.

“Projects” - a set of data displayed in the Business User’s Verified Account which allows the Business User to manage Business User’s projects of any type, duration, and budget, distribute assignments among Freelancers, and pay for the work of Freelancers.

“Team” - a set of data displayed in the Business User’s Verified Account which allows the Business User to involve Representatives of the Business User in the performance of Projects and assign roles between the Representatives.

“Representative” - a director of the Business User, an employee of the Business User, or other natural person which has the power to act on behalf of the Business User.

“Fast payment” - a set of data displayed in the Business User’s Verified Account which allows the Business User to pay for the work of several Freelancers simultaneously.

1. GENERAL RULES FOR THE PROVISION OF BUSINESS. RELATIONS BETWEEN PAILY AND THE BUSINESS USER

1.1. Business is only available to Business Users defined in the Terms of Paily. Freelancers and other categories of Users have no right to use Business.

1.2. The Business User shall be a registered legal entity or entrepreneur in accordance with local laws of the Business User. The business activities of the Business User shall be legal.

1.3. The Business User is solely responsible for its business activities and performance of contracts concluded with Freelancers and Clients. Paily is not a party to the contract between the Business User and the Freelancer or between the Business User and the Client.

1.4. This User Agreement is the service contract concluded between Paily and the Business User. The responsibility of Paily is limited to the provision of Business to the Business User under the User Agreement. The Freelancer is not a party to this User Agreement.

1.5. In relations with the Business User’s Clients, Paily acts as the agent of the Business User under the agency agreement concluded between Paily and the Business User. All the actions of Paily as the agent of the Business User are performed on behalf of the Business User, and the Business User becomes the party to all contracts signed by Paily on behalf of the Business User.

1.6. The Business Service provided under this User Agreement facilitates conclusion and performance of contracts between Business Users and Freelancers, as well as between Business Users and Clients. The Business Service allows Business Users to receive payments from Clients and pay for the work of Freelancers under the Project.

1.7. The Client is not a party to this User Agreement.

2. Qualification criteria for Business Users

2.1. In order to use Business, the Business User (if the Business User is a natural person) or the Business User’s Representative (if the Business User is a legal entity) shall create the Account on the Website or one of the Applications and convert the Account to the Verified Account by passing through the verification process. In order to create the Account, the Business User shall agree with the Terms and this User Agreement, as well as with processing of Business User’s personal data in accordance with the Privacy Policy of Paily. The Business User shall not use Business unless the Business User makes the Account a Verified Account. If the Business User refuses to convert the Account to the Verified Account, Paily will refuse provision of the Business Service.

2.2. In order to create the Account, the Business User or the Business User’s Representative shall provide Paily with the following information:

2.2.1. The name of the Business User (the name of the legal entity or the name of the person acting as the Business User).

2.2.2. Registration code or number of the Business User (if applicable).

2.2.3. The country of Business User’s residence and address (including ZIP).

2.2.4. Email of the Business User.

2.2.5. The specialization of the Business User (field of expertise).

2.2.6. The number of employees of the Business User (if applicable).

2.2.7. The VAT and/or TAX number of the Business User (if applicable).

2.3. If the Business User is a legal entity, the Representative creating the Account shall provide paily with the following information in addition to the information specified in para.2.1 of the User Agreement:

2.3.1. The full name of the Representative.

2.3.2. The status (role) of the Representative in the legal entity of the Business User.

2.3.3. The Representative’s country of residence and full address.

2.3.4. The mobile phone number of the Representative.

2.4. In order to convert the Account to the Verified Account, the Business User (if the Business User is a natural person) or the Business User’s Representative (if the Business User is a legal entity) shall provide Paily with the photo of the Business User or the Representative, as well as the photo of Business User’s or Representative’s ID (passport, driving license or other type of ID that Paily considers appropriate). For the purposes of this User Agreement, the photos of the Business User or the Representative and Business User’s or Representative’s ID are considered personal information of the Business User and the Representative.

2.5. The personal information of the Business User and the Representative is processed by Paily in accordance with the Privacy Policy of Paily. The Privacy Policy includes the full list of personal data that is processed by Paily under the Terms and this User Agreement. The Privacy Policy also includes the information on cookies processed by Paily via the Website. The Business User shall read carefully and agree with the Privacy Policy before starting the use of Business.

2.6. After the Business User makes the Account the Verified Account, the agency agreement between Paily and the Business User is concluded (see para.1.5 of the User Agreement).

2.7. The Business User shall not provide access to the Account to any third party without the prior written permission of Paily. Violation of this obligation leads to immediate termination of the Terms and ban of the Account.

2.8. The Website or the Applications may provide for the opportunity of changing the ownership of the Account. However, the change of the ownership cannot be completed unless the new owner of the Account passes through the verification process provided by this User Agreement.

3. Services available to the Business User

3.1. Under this User Agreement, the Business User is entitled to engage Freelancers in the performance of the Projects by distributing various assignments among Freelancers.

3.2. The Projects performed via the Website or the Applications may be of any kind and nature. For example, the Business User may engage Freelancers with the required qualifications for the creation of the mobile application or providing various consulting services. The Projects shall not violate applicable laws and regulations, including applicable criminal, administrative, tax law, or currency regulations. If Paily finds out that the Business is used for performance of illegal Projects, Paily will immediately terminate the Terms and this User Agreement with the Business User and ban the Account of the Business User.

3.3. The Business User involves Freelancers in the Project by distributing assignments among Freelancers.

3.4. By involving the Freelancer in the Project and distributing assignment to the Freelancer, the Business User concludes a contract on the performance of works or provision of services with the Freelancer. Under the concluded contract, the obligation of the Freelancer is to perform works or provide services in accordance with the assignment of the Project, and the obligation of the Business User is to pay for the work of the Freelancer (see Section 6 of the User Agreement).

3.5. In order to track and save information about the Freelancers involved by the Business User in the performance of the Projects, Paily provides the Verified Account of the Business User with Workforce which is the registry of Freelancers engaged by the Business User . The Workforce includes the information about the name of the Freelancer and other personal information about the Freelancer, the specialization (field of expertise) of the Freelancer, and the total number of the Business User’s Projects in which the Freelancer participated. The Workforce facilitates the Business User in choosing the Freelancer that is the most suitable for the particular Project.

3.6. In order to engage the Freelancer in the Project, the Business User shall provide Paily with the following information about the Freelancer:

3.6.1. The first and family name of the Freelancer.

3.6.2. The email address of the Freelancer.

3.6.3. The Freelancer’s bank account or online wallet details (IBAN, Swift).

3.7. Each Project of the Business User may include up to 1 000 (one thousand) Freelancers.

3.8. The Business User is entitled to use the Business Service for the Project which provides for the conclusion and performance of the contract with the Client. The Client is not a party to the Project. The relations of the Business User and Freelancers do not affect the relations of the Business User and the Client.

4. Participation of Representatives in the performance of the Project

4.1. In order to perform Projects and distribute assignments of the Project among Freelancers, the Business User or the Business User’s Representative who created the Account may involve other Representatives and assign roles between the involved Representatives related to performance of the Project.

4.2. The involvement of Representatives is performed via the Team which is the part of the Business User’s Verified Account.

4.3. In order to involve Representatives in the performance of the Projects, the Business User shall provide Paily with the first and family name of the Representative, as well as the information about the role assigned to the Representative.

4.4. Depending on the role of the Representative, the Representative may use part or all of the functions of the Verified Account necessary for the performance of the Project. For instance, some of the Representatives may only involve Freelancers in Projects (see Section 3 of the User Agreement), while others may only receive payments from Clients (see Section 5 of the User Agreement) and pay for the work of Freelancers (see Section 6 of the User Agreement).

4.5. The Representative of the Business User who created the Account reserves the right to use all the functions of the Account, unless otherwise is explicitly stated by such Representative via the Account.

4.6. All the actions performed by Representatives are performed on behalf of the Business User.

5. Receiving payments from Clients

5.1. If the Project provides for the conclusion and performance of the contract between the Business User and the Client, the Business User may receive the payment from the Client by issuing the Invoice and receiving the payment via the Website or the Application.

5.2. The issuance, signing, and payment of the Invoice is performed in accordance with the procedure provided for in Section 3 of the User Agreement of Freelance Service , subject to the provisions of this User Agreement.

5.3. The Invoice issued by the Business User and signed by Paily is the offer to conclude the contract with the Business User that is directed to the Client. The contract which the Business User offers to conclude relates to performance of the Project.

5.4. Paily signs the Invoice issued by the Business User on behalf of the Business User as the Business User’s agent (see para.1.5 of the User Agreement).

5.5. Paily is entitled to check the issued Invoice before signing and transferring the Invoice to the Client for the compliance with applicable laws and regulations, including tax law, currency regulations, bank law, anti-laundering laws, and anti-corruption laws. If after the check of the issued Invoice Paily comes to the conclusion that the Invoice covers the illegal transaction, provides for the performance of illegal services, encourages money laundering or otherwise contradicts applicable laws and regulations, Paily has the right to refuse signing and transferring the issued Invoice to the Client. In this case Paily also reserves the right to block the Verified Account of the Business User and terminate this User Agreement.

5.6. By paying the Invoice issued by the Business User and signed by Paily on behalf of the Business User, the Client accepts the offer of the Business User to conclude the contract.

5.7. The sum paid by the Client in accordance with the issued and signed Invoice is displayed in the Balance of the Business User.

5.8. The Business User may dispose of the Balance by making Withdrawals in accordance with Section 6 of this User Agreement.

6. Balance and Withdrawals

6.1. The Balance of the Business User’s Verified Account provides the full transactions history pertaining to the Verified Account, as well as the information about the amount of funds which the Business User is entitled to dispose of.

6.2. For the purposes of this User Agreement, the Balance is the report of Paily as the agent of the Business User. The Business User is also entitled to ask Paily to provide the report in writing on the Business User’s transactions by sending the request to Paily via the contact forms available on the Website or via the Applications. Paily shall provide the requested report within 30 (thirty) days after receiving the request from the Business User. Paily is not obliged to provide such a report more often than 2 (two) times within 6 (six) months.

6.3. The Balance of the Business User cannot be negative unless otherwise is explicitly approved by Paily. If Paily approves negative Balance of the Business User and the Balance becomes negative, the Business User becomes the debtor of Paily. In this case Paily as the creditor of the Business User is entitled to charge interest on the sum owed in the amount determined by Paily through the Website or the Applications, but no more than 6% per year.

6.4. Paily is not a banking or financial institution and does not operate as such. Paily does not provide any financial services to Users. Any negative Balance of the Business User shall not be considered a credit or a loan or any other financial instrument. The interest charged by Paily in accordance with para.6.3 of the User Agreement is the guarantee of Paily covering the negative Balance.

6.5. The Business User is entitled to dispose of the funds reflected in the Balance by making Withdrawals

6.6. By making the Withdrawal, the Business User may transfer the funds to the Business User’s bank account provided in the Verified Account or to pay for the work of the Freelancer in accordance with the Project.

6.7. In order to pay for the work of the Freelancer, the Business User has the right to make a Withdrawal by transferring the funds to the Freelancer’s Balance or directly to the Freelancer’s bank account or online wallet.

6.8. Payment for the work of the Freelancer is performed within the terms and under the conditions agreed by the Business User and the Freelancer. Paily does not have control over the terms of payment agreed by the Business User and the Freelancer.

6.9. The Business User may pay for the work of Freelancers by using the “Fast payment” function of the Verified Account in accordance with Section 7 of this User Agreement.

7. Fast payment

7.1. Paily provides the Business User’s Verified Account with the functionality called “Fast payment” which allows the Business User to pay for the work of several Freelancers simultaneously.

7.2. In order to use Fast payment, the Business User shall provide Paily with the information about the work performed by Freelancers in accordance with the Project. Under the information provided, Paily will issue the invoice for the work of all the Freelancers who participated in the Project on behalf of Freelancers. In doing so, Paily acts as the agent of Freelancers in accordance with the User Agreement of Freelance Service

7.3. After the Business User pays the invoice issued in accordance with para.7.2 of the User Agreement, the work of all the Freelancers specified by the Business User will be paid.

8. Paily’s Agency Fee

8.1. Under this User Agreement, Paily acting as the agent of the Business User is entitled to the Agency Fee at the rate of 3,99% of each sum which the Business User disposes of by making a Withdrawal.

8.2. When the Business User makes a Withdrawal, the Balance of the Business User’s Verified Account will provide the Business User with the information about the sum of the Agency Fee. The Agency Fee is deducted from the sum of the Withdrawal.

8.3. No other fees are charged by Paily for the use of Business.

9. Liability of the Business User before the Client

9.1. The Business User is fully liable before the Client for the performance of the contract concluded with the Client.

9.2. If the Business User involves a Freelancer in the Project for the performance of the contract with the Client, the Business User acts as the general contractor, and the Freelancer is the subcontractor. In this case, the Business User is fully liable before the Client for the actions of the involved Freelancer.

10. Liability of the Business User before the Freelancer. Liability of the Freelancer before the Business User

10.1. The Business User is fully liable before the Freelancer for paying for the work of the Freelancer in accordance with the assignment of the Project. Non-payment of the Invoice by the Client does not influence the Business User’s payment obligation before the Freelancer.

10.2. The Freelancer is fully liable before the Business User for the performance of the assignment in accordance with the Project.

10.3. If the Project provides for the performance of the contract between the Business User and the Client, the Freelancer acts as the subcontractor in relations with the Business User. In this case, the Freelancer does not bear any responsibility before the Client for the performance of the contract between the Client and the Business User.

11. Warranties and restriction of Paily’s liability

11.1. All warranties and restrictions of Paily’s liability established in the Terms apply to the provision of Business under this User Agreement.

11.2. Paily bears no liability before the Business User or the Client for correctness of information contained in the issued Invoice.

11.3. Paily bears no liability before the Business User for the impossibility of the Client to pay the signed Invoice due to the restrictions established by laws of the Client’s country of residence or by the bank of the Client.

11.4. Paily bears no liability before the Freelancer for the correctness of information contained in the assignment issued by the Business User under the Project.

11.5. Paily bears no liability before the Freelancer for the actions of the Business User, including non-payment for the work of the Freelancer.

11.6. Paily bears no liability before the Business User for the actions of the Freelancer, including non-performance of the assignment issued by the Business User under the Project.

12. Indemnities

12.1. All rules on indemnities established in the Terms apply to the provision of Business under this User Agreement.

12.2. If the Client or the Freelancer starts administrative, court, or other dispute resolution proceedings against Paily due to the Business User’s breach of contract with the Client or with the Freelancer, paras.11.2 and 11.3 of the Terms shall apply.

12.3. If under the decision of the competent court or government authority the Client or the Freelancer collects damages, interest, attorney fees or other procedural costs from Paily due to the Business User’s breach of contract with the Client or with the Freelancer, Paily has the right to collect the full amount of money paid to the Client or to the Freelancer from the Business User in arbitration proceedings under para.12.7 of the Terms. In this case Paily has no obligation to notify the Business User about Paily’s intent to start the arbitration proceedings against the Business User.

13. Applicable law and dispute resolution

13.1. The provisions on applicable law and dispute resolution procedure provided for in paras.12.1-12.12 of the Terms apply to this User Agreement.

13.2. Paily is entitled to involve the Client or the Freelancer in the dispute resolution process between Paily and the Business User for the purposes of establishing the facts of the case and determining the fault of the Business User.

13.3. Paily may provide the Business User with the necessary information and the documents for the purposes of resolving the dispute with the Freelancer or the Client. However, Paily shall not participate in the dispute resolution process of the Business User and the Client or the Freelancer.

14. Date of enactment and updating of the User Agreement

14.1. This User Agreement is enacted on August 08, 2021.

14.2. Paily reserves the right to update this User Agreement and notify Business User about the updates in accordance with the rules provided in paras.13.2-13.3 of the Terms.

15. Contacting Paily

The Business User may contact Paily by using the contact information provided for in Section 14 of the Terms.