TERMS OF USE

Before you dive into using the https://solowise.com website (the “Platform” or “Solowise Platform”) brought to you by Future 4 People Platform B.V., registered under laws of the Netherlands ("Solowise," "us," "we," or "our"), take a moment to understand these Terms of Use ("Terms" or "Terms of Use"). In these Terms, “you” means you as someone using the Services.

Accepting the Terms

Your ability to use the services (the “Services”) on the Platform depends on your acceptance and compliance with these Terms. They apply to everyone – visitors, users, anyone using or planning to use the Services.

By using the Services, you agree to follow these Terms and to get all messages and notices from us electronically. If you don't agree with any part of the Terms, you don't have our permission to use the Service.

These Terms including any other documents referenced herein and future modifications (collectively, the “Agreement”) govern your use of the Service and is a legal contract between you and Future 4 People Platform B.V. The Agreement shall be deemed concluded (accepted) from the moment of registration of the User on the Platform.

BY REGISTERING FOR AN ACCOUNT ON, OR OTHERWISE ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE AGREEMENT.

Representing a Business

If you're using the Services as (or on behalf of) a business or legal entity (“Business”), (i) you confirm you're authorized to agree to these Terms and sign up for the Services on behalf of the Business; and (ii) the Business is legally and financially responsible for your use of the Services. This responsibility also covers others associated with you, like employees, agents, or contractors.

Important Note on Disputes

SECTION 24 OF THE TERMS PROVIDES THAT YOU AGREE TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION. PLEASE READ IT CAREFULLY AND ONLY AGREE IF YOU UNDERSTAND AND ACCEPT THIS.

Introduction

Welcome to the Solowise Platform, where businesses effortlessly manage relationships with independent contractors, locally and globally. As you embark on this journey, whether as a “Contractor” or “Customer,” understand that the account type you choose define the Services available to you. Keep in mind that specific fees may apply, outlined on the Platform.

For Customers, Solowise provides a go-to service for smooth onboarding of Contractors into Customer’s invoice payable systems. This encompasses vendor due diligence, compliance guidance on tax and labor regulations, agreement execution, contracts management and creation, statement of work creation, and simplifying payments to Contractors (“Customer Management Services”).

For Contractors, Solowise provides an easy avenue to connect with clients, record contract terms, conclude contracts, manage payment preferences, and consolidate payment flows through a unified platform (“Contractor Management Services”).

How it Works:

Registration: Free and straightforward.
Compliance Collection: Solowise gathers necessary compliance information from Contractors on behalf of Customers.
Fee Structure: Customers pay fees outlined on the Solowise Platform, covering monthly, fixed, or per-active-contract fees, along with a percentage fee based on the payout volume.
Contract Management: Solowise’s Contract generation tool empowers Users to set and memorialize timelines, deliverables, fees, and acceptance criteria.
Agreement Confirmation: Customers and Contractors mutually confirm meeting acceptance criteria.
Payments: Customers make seamless payments to Contractors through the Solowise Platform, utilizing supported payment methods.
Payout Process: Solowise efficiently processes payouts to Contractors.
Funds Flow: Contractors receive owed funds after every payout until the contract concludes, be it at the discretion of the Customer or Contractor. Milestone contracts persist until termination.

1. Solowise Consultants Services

Dive into the realm of specialized expertise through Solowise’s Consultant Services. Customers may access consultants from Solowise, Solowise Consultants, or other third-party partners, offering a spectrum of consulting, human resource and related services. The receipt of such services requires a separate agreement between the Customer and Solowise or the relevant Solowise Consultant, detailed on the Solowise Platform (“Services Agreement”). Should any conflict arise between the Services Agreement and these Terms, the Services Agreement takes precedence.

2. Definitions

In these Terms of Use, we've provided specific meanings for capitalized terms:

Account: This refers to an account allowing access and use of the Platform, in line with the terms outlined here.
Administrator: Users bestowed with the authority to act on behalf of a Business. They can apply for an Account, access the Services, manage an Account, and represent the Business in various capacities.
Business: a business or legal entity using the Service or Platform.
Customers: Users utilizing the Services for tasks such as onboarding Contractors, conducting due diligence, generating and executing Contracts, making payments to Contractors for services, and/or related to the receipt of Solowise Consultant Services.
“Contract” or “Contracts”: Legally binding documents crafted by Customers and Contractors using the Platform’s Contract generation tool. These documents outline the services to be provided by the Contractor, payment terms, and other information shaping the legal relationship between a Customer and a Contractor.
Contractors: Users providing services to Customers, as detailed in Contracts. They receive payments from Customers through the Platform.
Solowise Consultants: Third parties collaborating the Customers in the context of providing Solowise Consultant Services.
Disputes: Instances where Customers and Contractors differ on the performance of or payment for services outlined in a Contract.
Payment Provider(s): External financial service providers handling the payment of funds by or to Users. This includes payments from Customers and the settlement of funds to Contractors as part of the Management Services.
Funds: The funds payable to Contractors for the services detailed in a Contract.
Management Services: Encompasses both Customer Management Services and Contractor Management Services.
Users: Includes Customers, Contractors, Administrators, and any other individuals authorized to access an Account.

3. Accounts

3.1 Account Application:
Accessing and utilizing the Services mandates the creation of an account. To apply for an Account, the submission of crucial details such as your full legal name, valid email address, social security number, EIN, TIN, legal address, and any additional information requested by Solowise is obligatory. Business-related applications may require supplementary information, including a business address, ownership particulars, and the nature of the business. This information aids Solowise and its financial partners in conducting due diligence, both pre-Account establishment and throughout the ongoing business relationship. Your information's utilization aligns with the provisions outlined in our Privacy Policy https://legal.solowise.com/doc/privacy. If you dissent from the terms of our Privacy Policy, abstain from initiating an Account application. For Business accounts, specifying at least one Administrator is a prerequisite. Administrators bear liability for their actions, and if you hold this role, you affirm that you possess the authority to apply for and manage your Business’ Account.

3.2 Security Protocols for Accounts:
You bear sole responsibility for upholding the privacy and security of your computer system, mobile device, and all activities transpiring within your Account, even in cases where such activities were not executed by you. In the event of a suspected compromise or theft of your Account, swift disabling of access is imperative. Simultaneously, you are obligated to promptly notify us of any belief that your Account credentials have been compromised or stolen, as well as any instance of unauthorized access or use of your Account. Solowise absolves itself of liability for losses or damages stemming from unauthorized use. Although efforts will be made to prevent unauthorized transactions or activities leveraging your Account, we cannot guarantee the detection or prevention of any inappropriate use of the Services. You assume full responsibility for any financial or other losses resulting from unauthorized access to your Account. In cases where we suspect the compromise of your Account, access to it may be suspended.

4. Eligibility Requirements

Our Platform and Services are aimed for Users aged 18 or above. Users below the age of 18 or in jurisdictions where such usage is legally prohibited are barred from creating an Account or engaging with the Services. Importantly, only individuals—devoid of any robotic or automated entities—are authorized to initiate an Account. Maintaining more than one Account concurrently is strictly prohibited. By initiating an Account application and utilizing the Services, you assert that you are of legal age to enter into a binding contract and meet all stipulated eligibility criteria. Failure to meet these requirements results in ineligibility to access, use the Services, or apply for an Account. Solowise reserves the right to exercise discretion in refusing to open an Account for any individual or entity.

5. Services

Subject to these Terms and the stipulations of any applicable Services Agreement, Solowise extends permission for you to access and employ the Platform and/or Services. This authorization is granted on a non-exclusive basis, exclusively for your internal business purposes or those of the relevant Business. Solowise reserves the right, at its sole discretion and without prior notice, to modify or terminate the provision of the Services or any segment thereof.

The usage of and access to the Platform and/or Services is invalid in jurisdictions where prohibited by law. Through your utilization of the Services, and where applicable, on behalf of the pertinent Business, you assert and guarantee that:

(a) The registration information provided is truthful and accurate.

(b) Your utilization of the Services abides by all applicable laws, regulations, and obligations to third parties (c) You commit to sustaining the accuracy of the aforementioned information.

(d) Personal Data of any third party (“Third-Party“) shall not be added to the Services without the prior consent of the pertinent Third-Party. You further commit to maintaining a record of such consents, as necessitated by applicable law.

(e) Adherence to applicable laws, regulations, guidelines, these Terms, and any Services Agreement is pledged throughout your engagement with the Platform and/or Services.

‍6. Content

Various forms of content may become accessible through the Services. As used in these Terms, “Content” collectively refers to all content found on or provided through the Services, encompassing documents, images, photos, pictures, videos, data, audio, or text, along with any modifications or derivatives thereof. Solowise grants you the ability to upload specific content, including but not limited to documents, text, and other data through the Services, referred to herein as “User’s Content.”

Unless explicitly stipulated in any applicable Services Agreement, Solowise does not endorse any content, including but not limited to User’s Content, or any opinions, recommendations, or advice expressed within such content. Solowise explicitly disclaims any and all liability associated with the Content and/or User’s Content. Regardless of the form of action, we disclaim all liability for the acts or omissions of any and all users, including unauthorized users, whether such acts or omissions transpire during the use of the Services or otherwise.

Solowise, at its sole discretion, may opt to monitor User’s Content for inappropriate or illegal conduct, potentially through automated means. However, Solowise reserves the right to treat User’s Content as content stored at the direction of users, for which Solowise will not exert editorial control unless violations are explicitly brought to Solowise’s attention.

It is acknowledged that Solowise is not accountable for the accuracy, usefulness, safety, appropriateness, or infringement of any intellectual property rights pertaining to this Content, including but not limited to User’s Content. While Users must adhere to these Terms, the possibility exists that other Users, including unauthorized ones, may post or transmit offensive or obscene materials, and you may inadvertently encounter such materials. You hereby relinquish any legal or equitable rights or remedies you possess or may possess against us in this regard.

Furthermore, others may obtain Personal Data about you due to your Platform usage, potentially through any User’s Content shared via your account. Recipients or viewers of User’s Content you share with others may use the information for purposes beyond your original intent. We disclaim responsibility for the use of any Personal Data disclosed on the Platform or through any User’s Content by any third party. By making information available through the Platform, you acknowledge your understanding and agreement to such risks.

7. Protection of Data.

You recognize and consent that Solowise has the authority to gather and handle your Personal Data concerning the provision of the Services. Solowise will manage this Personal Data according to the terms outlined in Solowise's Privacy Policy (https://legal.solowise.com/doc/privacy).

8. Restriction and Limitations

8.1 Restrictions on Usage

You are disallowed from using the Platform and/or Services for any unlawful, fraudulent, or unauthorized purposes. Furthermore, the Services should not be employed to infringe upon intellectual property laws or any other laws in your jurisdiction. Usage of the Services for personal, household, family, consumer, or other non-commercial purposes is prohibited. The Services are exclusively meant for bona fide internal business purposes in accordance with the stipulated terms. The Services shall not be leveraged to solicit or provide services for the benefit of:

(a) An individual, organization, or country blocked or sanctioned by the United States, including those identified on the United States Office of Foreign Asset Control (OFAC). (b) Any unaffiliated third parties. (c) Any other services not for the benefit of a User.

Moreover, you shall not:

(i) Utilize the Platform and/or Services to solicit or provide services involving or related to any of the Restricted Activities outlined in the Restricted Activity List . (ii) Undertake or attempt any of the Prohibited Uses .

In case we suspect or determine your involvement in any Restricted Activities and/or Prohibited Uses, we reserve the right to deactivate your Account, freeze any funds in your Account, and report your activity to our financial services providers and other regulatory authorities with jurisdiction over us or you. To the extent permitted by applicable law, we will promptly notify you of any such actions.

8.2 Restrictions on User’s Content

Solowise bears no obligation to accept, display, or persist in any User’s Content. Additionally, Solowise retains the right, sans prior notice and for any reason, to expunge and permanently obliterate any User’s Content User’s Content on you. You affirm and warrant that any User’s Content you upload:

(i) Abide by applicable law. (ii) Do not infringe or breach third-party intellectual property rights, privacy, publicity rights, or moral rights. (iii) You possess all necessary rights and permissions to submit such User’s Content.

Without limiting the foregoing, you undertake not to transmit, submit, or upload any User’s Content to the Platform and/or Services or engage in any act that:

(i) Limits or curtails the use of the Services. (ii) Places an unjustifiably or disproportionately large load on our infrastructure. (iii) Infringes upon the legal rights of others, including defaming, abusing, stalking, or threatening Users. (iv) Infringes (or leads to the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party. (v) Is (or you reasonably believe or should reasonably believe to be) purloined, illegal, counterfeit, fraudulent, pirated, violent, or unauthorized, or furthers any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or involves (or you reasonably believe or should reasonably believe to involve) any purloined, illegal, counterfeit, fraudulent, pirated, or unauthorized material. (vi) Does not comply with all applicable laws, rules, and regulations. (vii) Posts, stores, transmits, offers, or solicits anything containing: (a) Material that we decide is offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) mainly dedicated to such causes or items associated with such an entity). (b) Material that is racially or ethnically insensitive, defamatory, harassing, or threatening. (c) Pornography or obscene material. (d) Any virus, worm, trojan horse, or other harmful or disruptive component. (e) Anything that encourages conduct that would be deemed a criminal offense, give rise to civil liability, violate any law or regulation, or is otherwise inappropriate or offensive.

9. Payments

9.1. Payment Arrangements. If you act as a Customer, specific Services necessitate payment of the fees outlined on the Solowise Platform. You can access and utilize these Services by opting for one of our payment plans ("Payment Plan(s)"). The particulars of the Payment Plans are available on our Pricing Page. By selecting a Payment Plan, you commit to remit the specified fees to Solowise in accordance with your applicable Payment Plan. In scenarios involving Solowise Consultant Services facilitated by Solowise Consultants, no fees are applicable to your use of the Platform. Be aware that additional fees may be applicable as per the pertinent Services Agreement.

The payment plan will be charged when issuing payment to a Contractor on the platform. A separate invoice will be generated and located in the billing section.

If your Payment Plan uses a debit method, wire transfer, or credit card (“Card”), the following terms are relevant:

Foreign Transaction Fees: Recognize that your Card’s issuing bank may levy foreign transaction fees or other charges for specific transactions.
For auto payments activated on Solowise, the platform will automatically charge your payment plan, alongside the payments you issue.
Declined Payment: Should payment fail due to Card expiration, insufficient funds, or other reasons, you, as the Customer, remain accountable for any outstanding amounts owed to Solowise. Solowise holds the right, at its sole discretion, to either (i) attempt to present the updated Card (if applicable) or (ii) terminate this Agreement.

Solowise reserves the right to adjust your Payment Plan fees at its discretion with a minimum 30 days' advance notice before your next billing cycle's end date. Alterations to Payment Plans will take effect at the conclusion of the billing cycle following your receipt of the change notice. If you disagree with the fee adjustment, you must terminate your Payment Plan at least 5 days before your next billing cycle ends by notifying Solowise at support@solowise.com. Continued usage of the Services after the effective date of the Payment Plan change indicates your acceptance of the new terms.

Payment Plan fees do not include any sales tax, value-added taxes, use or withholding tax, or other governmental assessments in your jurisdiction (collectively, “Taxes”). You are responsible for all Taxes linked to your Payment Plan, excluding taxes based on our net income. In instances where any Services payment is subject to withholding tax by any government, you agree to reimburse us for such withholding tax.

Solowise, at its discretion, may introduce a Payment Plan with a limited-time free trial ("Free Trial"). To participate, you must choose a Payment Plan and provide a valid payment method. No charges will be applied unless you continue using the Services after the Free Trial concludes. Cancellation during the Free Trial period is possible by emailing to support@solowise.com. Failure to cancel results in automatic conversion to a paid Payment Plan at the trial's end, with authorization for Solowise to charge the provided payment method accordingly. Solowise reserves the right to (a) modify Free Trial terms, (b) withdraw Free Trial offers, or (c) cancel Free Trial Payment Plans at its discretion, with no obligation to notify users.

Payment obligations under your Payment Plan for each billing cycle are irrevocable once commenced, and no partial refunds are granted for unused Payment Plan periods. All fees paid to Solowise are non-refundable, with certain refund requests considered at Solowise's discretion.

9.2. Payment Providers.
When making or receiving payments through a Payment Provider, you acknowledge and commit to complying with the Payment Provider's Terms of Use or any other agreement between you and the Payment Provider. Solowise bears no responsibility for losses or damages resulting from the actions or omissions of any Payment Provider and disclaims any liability in this regard. Any fees tied to the use of a Payment Provider for making or receiving payments are your responsibility and are in addition to any fees payable to Solowise.

9.3. Payment Methods.
Save for Solowise’s role as a limited payroll provider for Contractors (as per Section 10.4), Solowise does not and will not offer banking, deposit-taking, stored value, escrow, insurance, or any other financial service to Users.

9.4. In relation to services provided by the Contractor to the Customer, the Contractor and the Customer, where applicable, shall be liable for any taxes (including VAT, GST, etc.), payments, or levies that may be required by any tax authority in the country where such services are rendered or supplied to. The Customer shall also be liable for independent verification of the legal status of the Contractor in the country of its registration or residence.

Collaborating with Payment Providers.

Solowise facilitates payments through a range of methods such as payment gateways, money transmitters, wallet providers, credit and debit card processors, merchant acquirers, and merchant acquiring banks. Refer to our Payments Page for details on supported third-party payment methods in your location. Availability of certain payment methods may vary, and use in specific locations is not guaranteed, even if technically available. Users might be required to enter into a separate agreement with the relevant Payment Provider ("Payment Provider Agreement"). Your use of any payment method is subject to the terms and conditions set by the Payment Provider, and Solowise disclaims liability for any losses incurred through third-party payment services. Solowise is not party to your Payment Provider Agreement and does not intervene in disputes regarding payments made or received through any third-party payment method.

Users bear responsibility for associated fees, such as insufficient funds fees, overdraft fees, wire transfer fees, or other bank fees. Solowise is not liable for transaction fees, foreign exchange fees, or any other fees imposed separately on a Contractor by a Payment Provider or the Contractor’s financial institution.

9.4. Compliance.
To counteract money laundering, terrorist financing, fraud, unauthorized transactions, or as required by law, Solowise and Payment Providers collect, store, and analyze User payment information. Refer to our Privacy Policy (https://legal.solowise.com/doc/privacy) for information on how payment information is used. Payment Providers may also gather payment information necessary for processing User payments. Except for payment amount and status details stored in your dashboard, Solowise lacks access to payment information provided to Payment Providers, and such information adheres to each Payment Provider's privacy policy. By using any payment method and providing payment information to Solowise or any Payment Provider, you assert that you are the owner or authorized representative of the account associated with the payment method and are legally authorized to initiate or receive payments through such accounts. All payment services, including withdrawal services, will be provided by Solowise’s Payment Provider.

10. Management Services.

10.1 Contracts.
‍The provisions below are applicable to any Management Services rendered by Solowise.

10.1.1 Contract Dashboard.
‍Through the Platform, Users gain the capability to initiate and manage Contracts. A distinct Contract ID is allocated to each Contract, allowing Users to systematically arrange Contracts on the Solowise dashboard based on variables such as Contract type, execution status, Customer, Contractor, and ID.

10.1.2. Contract Templates.
‍Solowise offers Users three Contract templates ("Templates"):

"Fixed Contract": Entails open-ended agreements featuring fixed payments at regular intervals for recurring services.
"Pay As You Go Contract": Involves closed-end contracts with a predetermined amount paid upon the Customer's acceptance of services, allowing partial payments at regular intervals.
"Milestone Contract": Involves contracts with fixed payments upon achieving pre-defined milestones.

10.1.3. Streamlined Contract Generation.
Users can easily define contract terms using Solowise's Contract generation tool, selecting from pre-set parameters such as Customer and Contractor details, Contract type, payment specifics, payment cycles, special clauses, and jurisdiction. Alternatively, a web form facilitates inputting project scope, Statements of Work, and other Contract details.

10.1.4. Secure Contract Execution.
Users can utilize Solowise's secure e-sign functionality for the legally binding execution of agreements directly on the platform.

10.1.5. Effective Contract Management.
Users can securely store and manage multiple Contracts in their Accounts, organizing them by type, counterparty, and completion status. Access to Contracts and related information can be restricted to specific individuals, companies, or groups. Users can track each Contract based on Customer approval status and payment status, with the ability to modify or terminate Contracts through the Platform.

10.1.6. Enforcement Against Prohibited Terms.
If a Contract's content violates these Terms or the Restricted Activity List, Solowise reserves the right to promptly remove the Contract from the Dashboard, with potential suspension or closure of the Account. Notice of such actions will be provided in accordance with applicable law. Contracts removed from the Account may not be reinstated or edited.

10.2. Disputes and Contract Resolutions.

‍10.2.1 Disputes and Resolutions.
Customers are advised not to initiate payments until Contractors have met the acceptance criteria or other specified requirements outlined in a Contract. Solowise, except to fulfill compliance obligations per Section 9.4, lacks the authority to reverse payments or withhold funds from Contractors. Once funds have been received by Solowise or the pertinent Payment Provider, Solowise cannot instigate the reversal of payments or withhold funds from Contractors. If a Customer is dissatisfied with the service provided by a Contractor or makes a payment in error, the Customer must instigate a refund, reversal, or other payment dispute process directly with the Contractor or the relevant Payment Provider. Solowise will not arbitrate payment or Contract disputes between Users, irrespective of payment method or Contract status, and Users bear sole responsibility for dispute resolution. Refunds and payment reversals made through a Payment Provider are subject to the terms and conditions of the respective Payment Provider agreement.

10.2.2 User-Initiated Contract Termination.
In cases where a Customer owes outstanding payments to a Contractor after the completion of work or is dissatisfied with the service provided, either the Customer or Contractor may initiate the cancellation of the Contract through the Solowise dashboard. The initiation of Contract cancellation through the Solowise dashboard does not impact the merit of a Contract dispute, nor does it affect the interpretation, legality, or validity of a Contract. The Services document the initiator, time, and date of the cancellation. If a Contract is deleted, it becomes immediately inaccessible to other Users, and we will permanently remove the Contract from our servers. Users are prohibited from initiating or requesting payment for services related to a Contract or altering the status of a Contract after its cancellation.

10.2.3 Contract Cancellation by Solowise.
Solowise reserves the right to cancel a Contract in response to suspicious Account activity or compromise, fraud, harassment, threats, unfair, deceptive, or abusive acts or practices, illegal acts, regulatory authority directives, or any other violation of these Terms of Use. Solowise may also cancel a Contract if a User is no longer a Solowise Accountholder in good standing. If you believe a Contract or another User is in violation of these Terms, please contact us.

10.4. Solowise as Payroll provider.
‍Contractors (referred to as “Payees” in this section) hereby designate Solowise as their limited authorized payroll provider ("Payroll Provider") exclusively to streamline the receipt of payments from Customers for Services rendered under Contracts or during their employment, facilitated via its Payment Provider when applicable.

Payees acknowledge that payments received by Solowise from Customers will be treated as if directly received by the Payee, irrespective of whether Solowise disburses the payment to the Payee. Payees grant Solowise, acting as Payroll Provider, the authority to:

Manage, disburse, and retain payments on behalf of Payees in accordance with these Terms of Use or instruct Solowise’s Payment Providers to do so.
Process refunds to Customers upon Payee’s request.
Handle Customer credit and debit card chargebacks on behalf of Payees.

By accepting the role of Payroll Provider, Solowise assumes no liability for any actions or oversights by Payees related to Contracts, or these Terms of Use. It is understood that Solowise's obligation to pay Payees is contingent upon the actual receipt of payment from Customers. Payees also authorize Solowise to assign its Payroll Provider responsibilities under these Terms of Use to certain affiliated entities ("Affiliates"), both within and outside the Netherlands. However, Solowise remains accountable for fulfilling its obligations under these Terms of Use through its Affiliates.

Payees confirm that they have thoroughly reviewed and comprehended these Terms of Use and wholeheartedly accept them. Customers fulfill their payment obligations to Payees upon Solowise's receipt of payment (or its Payment Provider, as applicable). Solowise (or its Payment Provider, as applicable) bears the responsibility of remitting funds to Payees as outlined in these Terms of Use.

In the event that Solowise (via its Payment Provider) fails to remit such amounts to a Payee, the Payee's recourse for non-payment lies exclusively against Solowise, not Customers. Payees consent to Solowise describing or reflecting the terms herein in any service agreements, receipts, disclosures, or notices, including but not limited to receipts provided to Customers, as Solowise deems necessary or prudent.

10.5. Contractor Payments and Currency Exchange.
‍Customers have the flexibility to compensate Contractors in any of Solowise's supported currencies. Unless otherwise directed by the Customer, charges will be made in the currency specified in the relevant Contract. If a Customer opts to pay in a different currency, the exchange rate will be determined using forward foreign exchange rates available to Solowise. The maturity of the forward will be chosen based on the payment date of the relevant Contract with the Contractor. Regardless, the actual payment amount in the specified currency will be transparently disclosed to the Customer before finalizing the payment. Contractors can choose to receive payment in any of Solowise's supported currencies. Payment Provider retail fees and rates will be transferred to the Contractor.

11. Intellectual Property Ownership of Deliverables.
‍Unless otherwise outlined in a Contract or statement of work between the Contractor and Customer, the Contractor commits to granting all copyrights and intellectual property rights to the work and deliverables provided to Customers in connection with Contracts ("Deliverables"). The Contractor relinquishes and waives any rights associated with Deliverables. Deliverables are deemed as work-for-hire under the applicable copyright laws. The Contractor hereby expressly agrees to assign the copyright of the Deliverables to the Customer. Full payment, as per the relevant Contract terms, is a prerequisite for the transfer and assignment of intellectual property to the Customer.

Customers are restricted from using Deliverables if payment is not made in full or if the Contract is canceled for any reason. However, for bespoke Deliverables (e.g., artwork, design work, report generation), these become the exclusive property of the Customer, and the Contractor relinquishes all rights, title, and interest in the Deliverables to the Customer. Contractors affirm that any non-public information received from the Customer will be kept confidential and will not be disclosed or utilized for any purpose other than delivering the Deliverables or performing services for the Customer in accordance with the Contract.

12. Electronic Signatures and Legal Notices

You agree that any signature, electronic symbol, or process attached to or associated with a Contract, Form, certificate, or other document between you and Solowise or you and another User, with the intent to sign, authenticate, or accept the terms of any such Contract, Form, certificate, or other document, and any contract formation or record-keeping through electronic means on the Services, will carry the same legal validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping system, to the fullest extent permitted by applicable law. This includes laws such as the EU Regulation (No 910/2014) of the European Parliament and of the Council on electronic identification and trust services for electronic transactions in the internal market (eIDAS), United States Federal Electronic Signatures in Global and National Commerce Act, or any similar laws and regulations.

You provide consent to us for delivering notices to you under these Terms of Use electronically, understanding that this consent holds the same legal effect as a physical signature. Notices regarding activity and alerts may be provided electronically through your Account, email, and via text or SMS to the contact information provided by you. Notices affecting payment and these Terms will be sent through your Account or via email, and you agree that they will be considered received 24 hours after being sent. You acknowledge that the use of the Services is contingent upon your consent to receive notices electronically, and withdrawal of this consent can be done only by closing your Account.

We may send notices to Users' mobile phones through text or SMS to the phone numbers provided to us. These notices may include alerts about the Services, Contracts, Invoices, and other documents. While administrators and Users may choose not to receive certain notices via text or SMS, this may limit the use of certain Services.

To receive Notices correctly, you must maintain an updated web browser and computer and mobile device operating systems. You are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically. If you encounter issues receiving Notices, promptly contact us via email at support@solowise.com.

13. Communications from Solowise

Upon creating an Account on our Platform, you acknowledge and agree that we may contact you regarding the Services. Additionally, by creating an Account, you consent to subscribe to newsletters, marketing materials, and other promotional information that we may send your way. However, you retain the option to opt-out of receiving any or all of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. It's important to note that even if you opt out of marketing communications, we may still contact you and send messages related to the Services.

14. Interruption of Service

Periodically, the Services may experience unavailability due to maintenance or modifications to the Platform. Although we strive to keep maintenance downtime brief, we cannot guarantee continuous availability of the Services. Solowise will not be held liable for any losses or damages, whether pecuniary or non-pecuniary, resulting from interruptions in your use of the Services.

15. Intellectual Property

The Platform, Services, any Content thereon (excluding User’s Content), and any APIs, interfaces, features, and functionalities are and will remain the exclusive property of Solowise and its licensors. These Services are protected by copyright, trademark, and other laws in both the United States and other jurisdictions where we make the Services available. Without the prior written consent of Solowise, you may not use our trademarks, trade dress, service marks, logo, or trade name in connection with any product or service. You are prohibited from removing, altering, or concealing any copyright, trademark, service mark, or other proprietary rights notices incorporated into the Platform and/or Services. Except as expressly permitted herein, you may not copy, develop, reproduce, republish, modify, alter, download, post, broadcast, transmit, or otherwise use the Content of the Platform or Services for any purpose.

You, or the applicable Business, retain all right, title, and interest in the User’s Content you submit. By submitting User’s Content, unless otherwise agreed in any Services Agreement, you grant Solowise and its successors and assignees a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable, and transferable license under any of your intellectual property, moral, or privacy rights. This license allows Solowise to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, alter, decompile, and publicly perform such User’s Content on, through, or in connection with the Platform and/or Services across any media formats and channels. Except as expressly stated herein, nothing grants Solowise any right, title, or interest in any intellectual property rights of the Customer. Solowise will not use any name or logo of the Customer in marketing or advertising materials without the Customer’s prior written consent.

16. Links to Other Web Sites or Services

Our Services may include links to third-party websites or services that are not owned or controlled by Solowise. Additionally, our Services may allow you to import or interface with third-party applications or services. Solowise has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant or guarantee the offerings of any of these third parties, their services, or their websites.

You acknowledge and agree that Solowise will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party websites or services.

We strongly recommend reading the Terms of Use and privacy policies of any third-party websites or services that you visit or interact with.

17. Termination; Survival

We reserve the right to terminate or suspend your Account and deny access to the Services immediately, without prior notice or liability, in our sole discretion, for any reason whatsoever. Grounds for termination or suspension may include extended periods of inactivity, breach of these Terms, fraudulent, harassing, or abusive behavior, behavior that is illegal or harmful to other Users, third parties, or the business interests of Solowise, termination, suspension, or expiration of any Contract or Services Agreement, or failure to make payment in accordance with the terms hereof or any Contract or Services Agreement. If your Account is terminated, rejoining the Platform is not allowed without our express permission. Upon termination of your Account, you will not have any further access to any Content available through your Account.

We retain the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with law enforcement authorities or court orders requesting or directing us to disclose the identity, behavior, or Content of anyone believed to have violated these Terms or engaged in illegal behavior in connection with the Services.

You or the Business may request the termination of your Account at any time by contacting us via email at support@solowise.com. Following such request, Solowise will close your Account as soon as reasonably practicable.

Any suspension, cancellation, or termination of your account will not affect your obligations under these Terms that, by their nature, are intended to survive such suspension, cancellation, or termination. These include, without limitation, Section 10.4 (Solowise as Payroll Provider), Section 11 (Intellectual Property Ownership of Deliverables), Section 15 (Intellectual Property), Section 18 (Limitation of Liability; Indemnification), Section 20 (Disclaimers), Section 21 (Limitation of Liability), Section 22 (Confidentiality) and Section 24 (Arbitration).

‍18. Limitation of Liability; Indemnification

Solowise operates as neither an intermediary, advisor, provider, nor third party in relation to Users and their Contracts. We do not assume responsibility for the quality or adequacy of any Deliverables or services, User disputes, or content posted on the Platform by Users.

Solowise holds no liability for the acts or omissions of any Contractor, the Contractor's failure to provide services to the Customer, or the Customer's failure to pay amounts owed to a Contractor. The Contractor acknowledges that Solowise's obligation to pay the Contractor, acting as the Contractor’s Payroll Provider, is contingent upon Solowise's actual receipt of payment from the Customer.

You agree to defend, indemnify, and hold harmless Solowise, its Affiliates, Payment Providers, and each of their respective employees, contractors, agents, officers, and directors from any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees). These claims may result from or be related to (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; (c) your breach of the terms of any Contract or the terms of any Payment Provider agreement; or (d) any Contract, Form, data, and Content posted by you to the Platform.

19. Force Majeure

You acknowledge that we are not liable for any interruption of the Services due to circumstances beyond our control. These circumstances may include, but are not limited to:

Acts of God
Blockage, disturbance, or encumbrance of the telecommunications, transport, or procurement networks
Poor quality or interruptions of electrical current
Virus or computer pirate attacks
Insurrections or acts of a similar nature
State of war or embargo
Total or partial strikes within or outside the company
Lock-out, social conflicts, sabotage, or acts of vandalism
Foul weather, epidemics, earthquakes, explosion, fires, storms, flooding, and other natural disasters
Water damage
Incapacity to obtain raw materials or supplies
Legal or regulatory obstacles or limitations applicable to supplying the Services
Any other case beyond our voluntary control preventing the normal provision of the Services to you.

20. Disclaimers:

Solowise operates as a technology platform and is not a law or tax advisory firm. Solowise employees do not provide legal, tax or accounting advice, and the Templates, and sample documents on the platform are for informational purposes only. They do not substitute for professional legal advice, and reliance on them for legal sufficiency is not recommended.

Using the Services does not establish an attorney-client relationship with Solowise. While communications are protected by the Privacy Policy, they are not covered by attorney-client privilege. Solowise cannot provide legal advice, opinions, or recommendations regarding legal rights, remedies, or strategies.

The Platform offers automated document generation tools for Contracts. Solowise does not review these documents for legal sufficiency, and users are responsible for ensuring the legality and adequacy of their content.

Solowise and its Services are not a substitute for legal or tax counsel. While efforts are made to keep information up-to-date, the rapidly changing legal landscape means information may not always be accurate, complete, or suitable for specific legal needs.

Links on the Platform to compliance resources are provided for informational purposes. Solowise does not guarantee the accuracy or reliability of third-party content and is not responsible for any loss, injury, or damages resulting from the use of linked sites.

Solowise disclaims any liability related to tax-related compliance information. Users should not use this information to avoid penalties or as a substitute for professional tax advice. Suggestions provided are general and may not account for individual circumstances or jurisdiction-specific tax laws.

Solowise makes no express or implied warranties or representations and has no liability for the information provided. Users assume risk when using the Services, and Solowise does not guarantee the completeness, security, or accuracy of the information or the uninterrupted, secure, or error-free operation of the Services.

Solowise and its affiliates do not warrant the availability of Services at any time, the correction of errors or defects, or the absence of viruses or harmful components. Users are responsible for maintaining updated systems and are advised to use the Services at their own risk.

21. Limitation of Liability:

We disclaim responsibility for errors, omissions, interruptions, deletions, defects, delays, or unauthorized access to Content or Services. We are not liable for problems with telephone networks, computer systems, servers, software, or technical malfunctions. Under no circumstances are we responsible for loss or damage, including personal injury, death, or harm to any person's device or computer, arising from the use of Services or Content. You are solely responsible for any data provided to Solowise, including Personal Data, and assume liability for the consequences of providing incorrect data.

In no event shall Solowise, its directors, employees, partners, agents, suppliers, or affiliates be liable for indirect, incidental, special, consequential, or punitive damages. This includes loss of profits, data, use, goodwill, or other intangible losses. The liability extends to your access, use, or inability to access or use the Services, conduct or content of any User or third party, content obtained from the Service, and unauthorized access, use, or alteration of your transmissions or content. This applies whether based on warranty, contract, tort (including negligence), or any other legal theory, even if we were informed of the possibility of such damage, and even if a remedy set forth herein fails its essential purpose.

Our maximum liability to you under these terms is limited to the greater of the total fees paid by you to us in the three months preceding the event triggering your claim or $500. These limitations apply regardless of the legal theory underlying your claim.

22. Confidentiality:

"Confidential Information" refers to any business and technical information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is identified as confidential or proprietary or should reasonably be understood as such. Confidential Information excludes information that the Receiving Party can demonstrate falls under specific conditions: (a) is publicly available without violating this Agreement; (b) was in its possession prior to disclosure; (c) is provided by a third party with a lawful right to make the disclosure; or (d) is required to be disclosed by law or a court order ("Order"), provided the Receiving Party promptly notifies the Disclosing Party and cooperates to limit or eliminate such requirement, as permitted by the Order.

The Receiving Party will not use the Confidential Information of the Disclosing Party except for fulfilling its obligations under this Agreement. The terms and conditions of this Agreement, including pricing terms, are deemed the Confidential Information of Solowise. All User’s Content added by a User to the Platform is deemed the Confidential Information of the User; however, Solowise may use any data received from the User for its internal purposes, such as product and service improvement or recommending its services to third parties.

23. Governing Law:

These Terms will be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions or by the ICC Arbitration Rules in the case of arbitrations as outlined below. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply.

24. Arbitration and Class Action Waiver:

Any dispute, conflict or controversy, howsoever arising out of or broadly in connection with or relating to this Agreement, including those relating to its validity, its construction or its enforceability, shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such dispute has not been settled within sixty (60) days after a Request for Mediation has been submitted under such ICC Mediation Rules, such dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules' Emergency Arbitrator provisions are excluded. The dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of arbitration shall be Amsterdam, The Netherlands. The language of the arbitration shall be English. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the ICC, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

25. Miscellaneous:

Except as expressly stated in these Terms, they constitute the entire agreement between you and us regarding the subject matter and cancel all other agreements. We reserve the right to modify or replace these Terms at any time with notice. Your continued use after revisions means acceptance. If any provision is unenforceable, it shall be replaced with an enforceable one, and the remaining terms will remain in effect. We may assign our rights without notice, but you may not. Failure to enforce any right doesn't waive it. If any provision is invalid, the rest remain valid. If notice is required, we may use your provided contact details.

26. Restricted Activity List

Restricted Activities:

Activities related to transactions associated with purchases of annuities or lottery contracts, lay-away systems, offshore banking, or transactions to finance or refinance debts funded by a credit card.
Activities related to transactions associated with the sale of traveler’s checks or money orders.
Activities related to transactions by payment processors to collect payments on behalf of merchants.
Activities related to transactions for the sale of certain items before the seller has control or possession of the item.
Activities related to transactions involving certain credit repair, debt settlement services, credit transactions, or insurance activities.
Activities related to transactions involving currency exchanges or check-cashing businesses.
Activities related to transactions involving offering or receiving payments for the purpose of bribery or corruption.
Activities related to transactions that show the personal information of third parties in violation of applicable law.
Activities related to transactions that support pyramid or Ponzi schemes, matrix programs, other "get rich quick" schemes, or certain multi-level marketing programs.
Activities violating any law, statute, ordinance, or regulation.
Firearms.
Transactions involving ammunition, firearms, or certain firearm parts or accessories.
Transactions involving auctions, including online auctions and motor vehicles.
Transactions involving bearer share companies.
Transactions involving certain sexually oriented materials or services such as pornographic solicitation or material.
Transactions involving charities.
Transactions involving cigarettes.
Transactions involving consulates, diplomatic missions, economic citizenship, or citizenship by investment programs.
Transactions involving crowdfunding, penny stocks, or microcap securities.
Transactions involving drug paraphernalia.
Transactions involving items that are considered obscene.
Transactions involving items that encourage, promote, facilitate, or instruct others to engage in illegal activity.
Transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under the laws of any jurisdiction.
Transactions involving narcotics, steroids, cannabis, certain controlled substances, or other products that present a risk to consumer safety.
Transactions involving precious metals dealers that purchase metals from pawnbrokers and other secondary sources.
Transactions involving scholarship programs, universities, and students for online tuition solutions.
Transactions involving shell banks
Transactions involving shipping and general trading companies operating in free trade zones.
Transactions involving stolen goods, including digital and virtual goods.
Transactions involving the promotion of hate, violence, racial or other forms of intolerance that are discriminatory or the financial exploitation of a crime.
Transactions involving weapons or knives regulated under applicable law.
Transactions that involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent.

Prohibited Uses:

Duplicate, decompile, reverse engineer, disassemble, or decode the Services (including any underlying idea or algorithm) or attempt to do any of the same.
Access or use the Services in any manner that could disable, overburden, damage, disrupt, or impair the Services or interfere with any other party's access to or use of the Services or use any device, software, or routine that causes the same.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt the Services, Accounts registered to other Users, or the computer systems or networks connected to the Services.
Circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services.
Use any robot, spider, crawlers, or other automatic device, process, software, or queries that intercepts, “mines,” scrapes, or otherwise accesses the Services to monitor, extract, copy, or collect information or data from or through the Services, or engage in any manual process to do the same.
Introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful.
Use the Services for illegal, harassing, unethical, or disruptive purposes.
Violate any applicable law or regulation in connection with your access to or use of the Services.
Use or access another User’s account or password without permission.
Access or use the Services in any way not expressly permitted by these Terms or any Services Agreement.