Swifet Software OÜ | Last Updated: August 17, 2026

1. GENERAL PROVISIONS AND PLATFORM ROLE

1.1. Parties and Agreement: These Terms of Service (“Terms”) constitute a legally binding agreement between Swifet Software OÜ (registry code: 16734342, address: Karja tee 21, Õssu küla, 61713 Kambja vald, Tartu maakond, Estonia; hereinafter the “Platform”) and users accessing or using the Platform, including Freelancers (Service Providers) and Clients (End Customers).

1.2. Acceptance of Terms: A Freelancer accepts and agrees to these Terms by registering an account or submitting an invoice request through the Platform. A Client accepts and agrees to these Terms by placing an order, approving an invoice, or completing a payment through the Platform.

1.3. Merchant of Record (MoR) Model: The Platform, operated by Swifet Software OÜ, acts strictly as the Merchant of Record (MoR) and official reseller for B2B financial transactions executed through the infrastructure. The Platform is not a marketplace, job board, employment agency, or matchmaking service. The Platform directly issues invoices to and processes payments from the Client under its own legal entity name.

1.4. B2B Subcontracting Structure: The Platform purchases services/deliverables produced by the Freelancer as an independent subcontractor to resell them to the Client.

1.5. Conditional Purchase: The Platform’s obligation to purchase the Freelancer’s deliverable and disburse payment is strictly conditional upon: The Client approving and accepting the deliverable via the Platform; and The Client executing full and successful payment to the Platform. If the Client fails to pay, cancels the order prior to payment, or rejects the deliverable, no obligation to purchase, accept, or disburse payment shall arise between Swifet Software OÜ and the Freelancer.

2. SERVICE ELIGIBILITY AND PROHIBITED CONTENT

2.1. Permitted Services: Only professional, legal, digital, and knowledge-based services (such as software development, design, consulting, marketing, content creation, and related digital subcontracting) may be transacted through the Platform.

2.2. Prohibited Services: Freelancers and Clients shall not use the Platform to invoice, process, or deliver any of the following: Illegal, fraudulent, or regulated services without applicable licenses; Content that violates third-party intellectual property rights; Adult, explicit, or sexually suggestive content; Hate speech, harassment, malware, or destructive software code; Financial, investment, or legal advice unless provided under specific authorized enterprise licenses; Physical goods or physical labor requiring in-person delivery.

2.3. Right of Removal: Swifet Software OÜ reserves the right, in its sole discretion, to reject, remove, or suspend any transaction or invoice request that violates these service requirements or applicable legislation.

3. IDENTITY VERIFICATION, TRANSACTION MONITORING, KYC & AML COMPLIANCE

3.1. KYC Requirement: To comply with applicable financial and anti-money laundering (AML) regulations, the Freelancer (and, where required, the Client) must successfully complete the Platform’s Know Your Customer (KYC) and identity verification checks prior to receiving payouts or completing transactions.

3.2. Accuracy of Information: Users agree to provide truthful, accurate, and up-to-date identification details, business registration numbers, and tax residency information to Swifet Software OÜ.

3.3. Transaction Monitoring and Refusal: Swifet Software OÜ reserves the absolute right to monitor, review, inspect, and audit any transaction, invoice, or payment flow initiated through the Platform. Swifet Software OÜ reserves the right, in its sole discretion, to reject, decline, freeze, or cancel any transaction, or suspend account payouts, if a transaction is deemed suspicious, fraudulent, high-risk, or non-compliant with applicable AML/CFT (Anti-Money Laundering and Counter-Terrorism Financing) legislation, internal compliance guidelines, or international financial sanctions.

4. TAX RESPONSIBILITIES AND DAC7 COMPLIANCE

4.1. Platform Tax Responsibilities (VAT & Sales Taxes): As the Merchant of Record (MoR), Swifet Software OÜ is responsible for the calculation, collection, and remittance of applicable transactional taxes, including Value Added Tax (VAT), Goods and Services Tax (GST), and relevant sales taxes on Client transactions in accordance with EU and international tax regulations.

4.2. Freelancer Tax Responsibilities (Personal & Income Taxes): The Freelancer operates as an independent contractor. The Freelancer is solely and strictly responsible for declaring, reporting, and paying all local personal income taxes, corporate taxes, social security contributions, and self-employment tax liabilities arising from payouts received from Swifet Software OÜ.

4.3. DAC7 Reporting Compliance: Swifet Software OÜ is subject to EU Council Directive 2021/514 (DAC7) and applicable national reporting regulations. Swifet Software OÜ is legally required to collect, verify, and automatically report transaction data, personal/business identification, and payout figures of registered Freelancers to relevant tax authorities. The Freelancer agrees to provide all necessary tax details requested for DAC7 reporting purposes.

5. OUT-OF-PLATFORM DELIVERY, INVOICING, AND NO INSPECTION

5.1. External Delivery and Freelancer Confirmation: Deliverables and services are managed, agreed upon, and transmitted entirely outside of the Platform. By issuing an invoice or request for payment via the Platform, the Freelancer explicitly confirms and warrants that the required work has already been performed and submitted directly to the Client in accordance with their external agreement.

5.2. Direct Resolution of Specifications: Although Swifet Software OÜ acts as the MoR reseller, all substantive evaluation, technical review, revision requests, and pre-payment disputes regarding the scope, quality, or specifications of the work shall be negotiated and resolved directly between the Client and the Freelancer.

5.3. No Inspection or Verification by Platform: Swifet Software OÜ provides the billing and Merchant of Record layer only. Swifet Software OÜ does not inspect, verify, test, or evaluate whether the work was submitted, nor does it assess the technical or creative quality of the deliverable. Swifet Software OÜ assumes no liability for the Freelancer’s work quality, non-delivery, or adherence to Client specifications.

6. DISCLAIMER OF EMPLOYMENT RELATIONSHIP AND SHAM CONTRACTING PREVENTION

6.1. Independent Contractor Status: The relationship between Swifet Software OÜ and any Freelancer is strictly that of an independent commercial contractor (B2B). Nothing in these Terms shall be interpreted, implied, or construed to create an employment relationship, worker status, partnership, joint venture, agency, or employer-employee relationship under Estonian labor law or any foreign legal jurisdiction.

6.2. No Custody of Funds or Escrow: Swifet Software OÜ does not hold, deposit, or manage client funds in escrow or custody accounts. Swifet Software OÜ strictly processes transaction-based reseller billing after client confirmation.

6.3. Autonomy over Rates and Pricing: Swifet Software OÜ does not set, control, or limit the fees, hourly rates, or pricing agreed upon between the Client and the Freelancer. All commercial pricing is negotiated independently between the Client and the Freelancer.

6.4. Absence of Managerial Control and Supervision: Swifet Software OÜ exercises no direction, managerial control, supervision, or disciplinary authority over the Freelancer. The Freelancer retains full freedom to determine their working hours, schedule, work locations, methodologies, and operational processes.

6.5. Equipment and Operating Expenses: Swifet Software OÜ does not provide equipment, hardware, software licenses, workspace, or tools to the Freelancer. The Freelancer bears all business expenses, operating overhead, insurance, and equipment costs necessary to perform their services.

6.6. Right of Substitution and Delegation: The Freelancer maintains the right to utilize employees, agents, or subcontractors to perform the agreed services without prior approval from Swifet Software OÜ, provided that such personnel comply with applicable legal and NDA standards.

6.7. Non-Exclusivity: This agreement is strictly non-exclusive. The Freelancer retains the unrestricted right to provide services, engage with other clients, and utilize other platforms or payment processors without limitation.

7. INTELLECTUAL PROPERTY RIGHTS AND NON-CIRCUMVENTION

7.1. Assignment of Intellectual Property: Upon full payment by the Client, the Freelancer hereby assigns and transfers all proprietary rights, copyright, ownership, and title in the deliverables directly to the Client. The Freelancer warrants that the work is original and free of third-party infringement.

7.2. Non-Circumvention: Once an order or invoice sequence for a project is initiated through the Platform, Clients and Freelancers agree to process all associated payments and invoicing for that transaction strictly through Swifet Software OÜ. Users shall not attempt to bypass or alter initiated transactions to avoid platform fees or compliance procedures.

8. PAYMENT, FINAL ACCEPTANCE, AND NON-REFUNDABILITY

8.1. Acceptance by Payment: By executing payment on an invoice issued by Swifet Software OÜ (or confirming the charge within the Platform environment), the Client explicitly, unconditionally, and irrevocably confirms that: They have received, fully reviewed, tested, and inspected the delivered work from the Freelancer; ●The work satisfies all order requirements and specifications; The work is fully approved and accepted without reservation.

8.2. Finality and Non-Refundability: Upon completion of payment by the Client, the transaction is deemed fully executed, final, and non-refundable. The Client waives any right to demand a refund, cancellation, or set-off from Swifet Software OÜ.

8.3. Chargeback Waiver: Swifet Software OÜ logs digital evidence, timestamps, and acceptance records. The Client acknowledges that payment constitutes final acceptance, waiving any right to initiate payment processor or credit card chargebacks on grounds of non-delivery or quality deficiencies.

8.4. Payout Eligibility: Swifet Software OÜ’s obligation to pay the agreed fee to the Freelancer is triggered only after the Client has completed payment and final acceptance, provided the Freelancer has passed all required KYC, AML, and tax verification checks.

8.5. Chargeback & Reversal Recovery: In the event that a Client successfully enforces a payment chargeback, bank reversal, or fraudulent transaction claim against Swifet Software OÜ for a transaction where the Freelancer has already received a payout, Swifet Software OÜ reserves the right to recover the full chargeback amount plus associated processing fees from the Freelancer, including by way of set-off against future payouts or direct clawback.

9. LIABILITY, WARRANTIES, AND INDEMNIFICATION

9.1. Direct Liability for Deliverables: As between the Client and the Freelancer, the Freelancer remains directly and fully responsible for the actual delivery, quality, accuracy, legal compliance, and intellectual property rights of the work provided.

9.2. Post-Payment Disputes: Any disputes, latent defect claims, or warranty demands arising after payment acceptance shall be addressed directly between the Client and the Freelancer.

9.3. Indemnification: The Freelancer agrees to indemnify, defend, and hold harmless Swifet Software OÜ against any third-party or Client claims, liabilities, losses, or legal expenses arising from the Freelancer’s breach of intellectual property, latent defects, false confirmation of delivery, or failure to perform as agreed.

10. DATA PROTECTION AND GDPR COMPLIANCE

10.1. Personal Data Processing: Swifet Software OÜ processes personal data in accordance with Regulation (EU) 2016/679 (GDPR) and applicable national privacy legislation.

10.2. Purpose of Processing: User personal data, identification records, and transaction logs are processed exclusively for contract execution, identity verification (KYC/AML), transactional tax collection, and statutory tax reporting (DAC7). For detailed information, users may consult the Platform’s Privacy Policy.

11. TERMINATION AND ACCOUNT SUSPENSION

11.1. Termination by User: A Freelancer or Client may discontinue their use of the Platform at any time by closing their account, provided that all pending transactions, payouts, or invoice obligations have been fully settled.

11.2. Suspension or Termination by Platform: Swifet Software OÜ reserves the right to immediately suspend or terminate user account access, halt payouts, or block transaction processing without prior notice if the user breaches these Terms, provides false KYC/AML information, engages in fraudulent billing, or violates applicable law.

12. GOVERNING LAW AND JURISDICTION

12.1. Governing Law: These Terms and any legal relations or disputes arising out of or in connection with the Platform shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of law principles.

12.2. Jurisdiction: Any legal action, suit, or proceeding arising out of or relating to these Terms shall be submitted to the exclusive jurisdiction of the Harju County Court (Harju Maakohus) in Tallinn, Estonia.