Terms of Service

0. PREAMBLE & ACCEPTANCE

0.1 Purpose of These Terms: These Terms of Services (“Terms”) govern access to and use of the CodFleet and CodGo digital platforms, including all associated websites, applications, interfaces, and services (collectively, the “Platform”). The purpose of these Terms is to establish legally binding conditions under which users may access and use the Platform and to clearly define the roles, rights, and limitations of all parties.

0.2 Scope of Application: These Terms apply to: a) visitors to the Platform’s website; b) registered and unregistered users of the Platform; c) users accessing the Platform through web, mobile applications, APIs, or other interfaces; and d) all services, features, content, and functionalities provided through the Platform. Where additional or role-specific terms apply (including freelancer, company, or consumer terms), such terms shall supplement these Terms.

0.3 Acceptance and Binding Effect: By accessing, browsing, registering on, or using the Platform in any manner, the user: a) acknowledges having read and understood these Terms; b) agrees to be legally bound by these Terms; and c) confirms that they have the legal capacity to enter into a binding agreement. Where required, acceptance may be effected by click-wrap, check-box confirmation, or other affirmative action. Continued use of the Platform constitutes acceptance even where formal registration has not occurred.

0.4 Versioning and Effective Date: These Terms are effective as of [Effective Date] and supersede all prior versions. The current version of the Terms shall always be available on the Platform. CodFleet reserves the right to amend these Terms in accordance with Section 17 (Amendments & Versioning). Users are responsible for reviewing the latest version. Continued use of the Platform after changes take effect constitutes acceptance of the updated Terms.

0.5 Enforceability Statement: The Parties expressly agree that: a) these Terms constitute a legally binding agreement; b) electronic acceptance and use-based acceptance are valid and enforceable to the fullest extent permitted by law; and c) no handwritten or physical signature is required for enforceability.

1. DEFINITIONS & INTERPRETATION

1.1 Definitions: For the purposes of these Terms, the following capitalised terms shall have the meanings set out below. Definitions apply whether the term is used in singular or plural form.

• “Platform” means the digital marketplace operated by CodFleet Oy including its websites, mobile applications, interfaces, APIs, and related services, through which users may access information and voluntarily connect for service opportunities.
• “CodFleet (B2B)” means the business-to-business segment of the Platform through which companies may publish service opportunities and engage independent professionals for services in a commercial context.
• “CodGo (B2C)” means the business-to-consumer segment of the Platform through which consumers may request services from independent professionals for personal or household purposes.
• “User” means any natural or legal person who accesses, browses, registers on, or otherwise uses the Platform, whether as a visitor, registered account holder, or participant in any Platform-facilitated interaction.
• “Freelancer” / “Independent Professional” means a self-employed individual or independent service provider who voluntarily registers on the Platform and offers services in an independent capacity, and who is not an employee, worker, agent, or representative of the Platform.
• “Company” / “Business Client” means a legal entity or business user that uses CodFleet (B2B) to publish service opportunities and independently engage Freelancers for services.
• “Consumer” means a natural person acting for purposes outside their trade, business, or profession who uses CodGo (B2C) to request services for personal or household use.
• “Opportunity” / “Task” means a service request, project, or engagement description published on the Platform by a Company or Consumer for which Freelancers may voluntarily apply or express interest. An Opportunity or Task does not constitute an offer of employment or guaranteed work.
• “PSP (Payment Service Provider)” means a third-party, licensed payment institution authorised under applicable payment services legislation that processes payments in connection with Platform-facilitated services. The Platform does not itself act as a payment institution.
• “Service Fee” means the fee payable to the Platform for providing access to and use of the Platform, which is processed and settled through the PSP in accordance with these Terms.
• “Independent Registration” means the voluntary, individual decision of a User to create an account on the Platform, independent of any education, training, referral, or third-party affiliation, and subject to the Platform’s verification and compliance requirements.
• “Compliance Pack” means the set of documents, declarations, and information required by the Platform to verify identity, legal eligibility, and regulatory compliance of Users, without creating employment, supervision, or control.
• “TVQR / TDR” means task-based verification or documentation references used solely for administrative, invoicing, or record-keeping purposes, and not for tracking working time, attendance, or performance.
• “Content” means any text, data, images, documents, communications, or other material uploaded, posted, transmitted, or made available on or through the Platform by Users or by the Platform.

1.2 Interpretation: Unless the context requires otherwise: a) headings are for convenience only and do not affect interpretation; b) references to statutes or regulations include any amendments or replacements thereof; c) references to “including” or similar terms shall be interpreted as illustrative and not limiting; and d) in the event of any ambiguity, these Terms shall be interpreted in a manner that preserves the Platform’s role as a neutral digital marketplace and avoids reclassification as an employer, staffing agency, recruiter, or payment institution.

2. PLATFORM ROLE & LIMITATIONS (CORE SHIELD)

2.1 Marketplace-Only Role: The Platform operates solely as a neutral digital marketplace that enables Users to voluntarily publish, discover, and respond to service opportunities. The Platform does not provide services itself and does not participate in the performance of any services offered or requested through the Platform.

2.2 No Employment or Staffing Relationship: For the avoidance of doubt, and notwithstanding any other provision of these Terms: a) the Platform is not an employer, co-employer, or joint employer of any User; b) the Platform is not a staffing agency, temporary work agency, or labour leasing entity; c) the Platform is not a recruiter, placement service, or employment intermediary; and d) the Platform is not a labour broker or workforce supplier. No employment, worker, agency, partnership, or similar relationship is created between the Platform and any User by virtue of these Terms or the use of the Platform.

2.3 No Party to Service Contracts: The Platform is not a party to any agreement, contract, or arrangement entered into between Users. Any service agreement formed as a result of interactions on the Platform exists solely between the relevant Users, who are independently responsible for defining, performing, and enforcing such agreements. The Platform does not guarantee the performance, quality, legality, or outcome of any services.

2.4 No Supervision, Direction, or Control: The Platform does not: a) supervise, direct, manage, or control how services are performed; b) monitor or evaluate Users’ work performance; c) impose behavioural requirements or performance standards; or d) exercise authority over Users beyond enforcing these Terms for legal, safety, or compliance reasons. Users remain fully autonomous and independent in deciding whether, when, and how to provide or request services.

2.5 No Scheduling, Assignment, or Obligation: The Platform does not: a) assign work, shifts, or schedules; b) require Users to accept any Opportunity or Task; c) impose minimum availability or activity levels; or d) guarantee any volume of work, income, or engagement. All participation on the Platform is voluntary.

2.6 No Pricing Control: The Platform does not set, fix, mandate, or control prices, fees, or remuneration for services. Pricing is determined independently by Users without direction or intervention from the Platform, subject only to applicable law.

2.7 Regulatory Safeguard Clause: This Section 2 is intended to, and shall be interpreted so as to: a) prevent classification of the Platform as an employer, staffing agency, recruiter, or labour broker; b) avoid the application of the Temporary Agency Work Act or equivalent labour-leasing frameworks; and c) ensure compliance with the EU Platform Work Directive by preserving User autonomy and the absence of algorithmic or managerial control. In the event of any ambiguity, this Section shall prevail and be applied in a manner that preserves the Platform’s marketplace-only role.

3. USER ELIGIBILITY & ACCOUNT REGISTRATION

3.1 Eligibility and Legal Capacity: To access or use the Platform, a User must: a) be at least 18 years of age or have reached the age of legal capacity applicable in their jurisdiction; b) have the legal capacity to enter into a binding agreement; and c) where acting on behalf of a legal entity, be duly authorised to bind such entity. The Platform may require confirmation of age, identity, or authority where necessary to comply with applicable law.

3.2 Independent Registration: Account registration on the Platform is voluntary and undertaken independently by the User. Registration shall not be: ● initiated, guaranteed, or facilitated by any third party; or ● conditional upon education, training, referral, or affiliation with any institution or organisation. Registration does not create any obligation on the Platform to provide access, Opportunities, or services.

3.3 Accuracy of Information: Users agree to provide true, accurate, complete, and up-to-date information during registration and at all times thereafter. Users are solely responsible for: ● the accuracy of information submitted; ● updating information where circumstances change; and ● the legal consequences of providing false, misleading, or incomplete information.

3.4 Document Submission and Verification: The Platform may require Users to submit documents or information for identity, legal eligibility, or compliance purposes. Such submission: a) does not constitute approval, endorsement, or supervision by the Platform; b) does not create any employment or agency relationship; and c) is undertaken solely to satisfy legal, regulatory, or safety requirements. The Platform retains sole discretion to assess whether submitted information meets its compliance standards.

3.5 Right to Refuse, Suspend, or Restrict Access: The Platform reserves the right, at its sole discretion and without obligation to provide services, to: a) refuse account registration; b) suspend or restrict access to the Platform; or c) terminate an account, where necessary to address fraud, safety concerns, legal compliance, misuse of the Platform, or regulatory risk. Nothing in these Terms obligates the Platform to accept or retain any User.

3.6 Account Security and Responsibility: Users are responsible for: a) maintaining the confidentiality of login credentials; b) all activities conducted through their account; and c) promptly notifying the Platform of any unauthorised access or security breach. The Platform shall not be liable for losses arising from a User’s failure to safeguard account credentials.

3.7 Risk Allocation Clause: Users acknowledge and agree that: a) they bear the risk of fraudulent, inaccurate, or unlawful account information; b) underage or unauthorised access to the Platform is prohibited; and c) liability arising from misuse of an account rests with the account holder, subject to mandatory law.

4. ROLE-SPECIFIC TERMS

4.1 Freelancers / Independent Professionals: Freelancers and Independent Professionals acknowledge and agree that: a) they operate as independent contractors, acting in their own name and on their own account, and are not employees, workers, agents, or representatives of the Platform; b) there is no exclusivity obligation, and they are free to offer services through other platforms or channels; c) they are under no obligation to apply for, accept, or perform any Opportunity or Task made available through the Platform; d) they are solely responsible for: ● their own tax obligations, including registration, reporting, and payment; ● maintaining any required insurance, permits, licences, or registrations; and ● compliance with applicable laws and professional requirements; e) they bear full responsibility for the performance, quality, and legality of services they provide; and f) the Platform does not guarantee any level of income, volume of work, continuity of engagement, or economic benefit. Nothing in these Terms shall be interpreted as creating economic dependency, subordination, or an employment relationship between the Platform and Freelancers.

4.2 Companies (CodFleet B2B): Companies and Business Clients using CodFleet (B2B) acknowledge and agree that: a) they independently select Freelancers and define the scope, requirements, and conditions of any service engagement; b) they bear full and exclusive responsibility for occupational safety and health (OSH) at the workplace where services are performed, including compliance with applicable OSH legislation; c) they are solely responsible for workplace compliance, safety instructions, risk assessments, and lawful conduct at the worksite; d) they shall not delegate, transfer, or assign any employer duties, supervisory responsibilities, or statutory obligations to the Platform; and e) the Platform does not supervise, direct, or control the work performed and does not assume any employer-like obligations.

4.3 Consumers (CodGo B2C): Consumers using CodGo (B2C) acknowledge and agree that: a) all mandatory consumer rights under applicable consumer protection law are preserved and unaffected by these Terms; b) no employment, worker, or agency relationship is created between the Consumer and the Platform, or between the Consumer and any Freelancer, by virtue of using the Platform; c) Consumers are responsible for providing a safe and lawful environment during service delivery within their premises, to the extent required by applicable law; and d) the Platform does not supervise service performance and is not responsible for the acts or omissions of Freelancers during service delivery.

4.4 Role Separation Safeguard: This Section 4 is intended to: a) clearly distinguish the legal roles and responsibilities of Freelancers, Companies, Consumers, and the Platform; b) prevent role confusion or reclassification; c) avoid occupational safety and health spillover to the Platform; and d) ensure compliance with labour, consumer protection, and platform regulation. In the event of ambiguity, this Section shall be interpreted in a manner that preserves the Platform’s marketplace-only role.

5. OPPORTUNITIES, TASKS & ENGAGEMENTS

5.1 Voluntary Nature of Opportunities: All Opportunities and Tasks made available on the Platform are voluntary. No User is obligated to: a) apply for, accept, or perform any Opportunity or Task; or b) maintain any level of activity, availability, or acceptance. Declining, ignoring, or not responding to Opportunities carries no penalties or adverse consequences.

5.2 No Assignment or Direction: The Platform does not assign work, select service providers, or direct Users to perform specific Opportunities or Tasks. Engagements arise solely from independent decisions made by Users. Any service agreement formed is concluded directly between the relevant Users without the Platform’s participation.

5.3 Neutral Visibility and Discovery: The Platform provides neutral discovery tools to enable Users to view Opportunities and to express interest. Visibility of Opportunities and Users is based on objective, non-behavioural criteria, such as: a) information voluntarily provided by Users; b) relevance to the stated requirements of an Opportunity; and c) technical or contextual factors necessary for platform functionality. The Platform does not use behavioural metrics—such as acceptance rates, rejection history, activity levels, earnings, or past performance—to influence visibility or access.

5.4 No Ranking, Penalties, or Performance Scoring: The Platform does not: a) rank Users based on performance, behaviour, or activity; b) impose penalties, sanctions, or disadvantages for rejecting Opportunities; c) score, rate, or profile Users for the purpose of controlling access to work; or d) prioritise or deprioritise Users based on past engagement outcomes. Any feedback or content mechanisms provided on the Platform shall not be used to manage, supervise, or direct Users.

5.5 Engagement Autonomy: Users retain full autonomy to: a) decide whether and when to engage in Opportunities; b) negotiate terms directly with other Users, where applicable; and c) determine how services are performed, subject to applicable law and any agreement between Users. The Platform does not monitor or evaluate service execution.

5.6 Safeguard Against Algorithmic Control: This Section 5 is intended to ensure that: a) the Platform does not exercise algorithmic or managerial control over Users; b) no behavioural supervision or subordination is created; and c) compliance with applicable labour and platform regulations is preserved. In the event of ambiguity, this Section shall be interpreted to maintain User autonomy and the Platform’s marketplace-only role.

6. PAYMENTS & FEES (PSD2-SAFE)

6.1 PSP-Only Payment Processing: All payments in connection with services facilitated through the Platform are processed exclusively by licensed third-party Payment Service Providers (“PSPs”) authorised under applicable payment services legislation. The Platform does not provide payment services and does not act as a payment institution, electronic money institution, or money transmitter.

6.2 No Handling or Holding of Funds: For the avoidance of doubt, the Platform does not: a) receive, collect, or hold user funds; b) operate or provide any wallet, balance, escrow, or stored-value functionality; c) control the timing of settlement of funds between Users; or d) process, execute, or authorise payment transactions. All monetary flows occur directly between Users and the PSP in accordance with the PSP’s terms and conditions.

6.3 Service Fee: The Platform may charge a Service Fee for providing access to and use of the Platform. The Service Fee: a) is disclosed to Users prior to confirmation of any payment; b) is processed through the PSP in accordance with the PSP’s settlement mechanisms; and c) does not alter the independent contractual relationship between Users. The Platform’s Service Fee is separate from, and does not constitute, remuneration for services performed by Freelancers.

6.4 Refunds and Consumer Payments (CodGo B2C): In CodGo (B2C) scenarios, any refund rights available to Consumers arise solely under applicable consumer protection law and are processed through the PSP. The Platform: a) does not itself issue refunds; b) does not hold refundable funds; and c) does not determine entitlement to refunds beyond facilitating communication where required. Refunds, where applicable, are handled in accordance with the PSP’s processes and the terms agreed between the Consumer and the Freelancer.

6.5 Taxes and VAT: Users acknowledge and agree that: a) the Platform does not provide tax or VAT advice; b) each User is solely responsible for determining, declaring, and paying any applicable taxes, VAT, or similar charges arising from their activities; and c) any VAT or tax information displayed on the Platform is provided for informational purposes only and may not reflect a User’s specific tax situation. The Platform does not assume responsibility for Users’ tax compliance.

6.6 Regulatory Safeguard Clause: This Section 6 is intended to: a) ensure that the Platform does not fall within the scope of PSD2 or equivalent payment-services regulation; b) prevent any requirement for authorisation or supervision by the Finnish Financial Supervisory Authority (FIN-FSA); and c) allocate payment-related rights and obligations in a manner consistent with applicable consumer protection law. In the event of ambiguity, this Section shall be interpreted so as to preserve the Platform’s non-payment-handling role.

7. TAX, INSURANCE & LEGAL OBLIGATIONS

7.1 Freelancer Tax Responsibility: Freelancers and Independent Professionals acknowledge and agree that they operate as independent economic operators and are solely responsible for: a) determining their own tax status and obligations; b) registering with the relevant tax authorities where required; c) issuing invoices, declarations, or records in accordance with applicable law; and d) declaring and paying all applicable taxes, social contributions, and statutory charges arising from their activities. The Platform does not withhold, deduct, or remit taxes on behalf of Freelancers.

7.2 Y-tunnus, YEL and Statutory Registrations (Where Applicable): Where required by applicable law, Freelancers are solely responsible for: a) obtaining and maintaining a valid business identifier (Y-tunnus); b) complying with obligations under the Self-Employed Persons’ Pensions Act (YEL) or equivalent legislation; and c) maintaining any other statutory registrations or filings applicable to their independent professional activities. The Platform does not verify, administer, or assume responsibility for compliance with such obligations beyond requesting documentation for general compliance checks where legally required.

7.3 Insurance Obligations: Freelancers are solely responsible for maintaining appropriate insurance coverage, including but not limited to: a) professional liability insurance; b) accident or personal insurance; and c) any other insurance required by applicable law or prudent professional practice. Companies and Consumers remain responsible for insurance obligations applicable to their role, premises, or activities. The Platform does not provide insurance coverage for Users.

7.4 No Tax, Legal, or Financial Advice: Any information provided by the Platform relating to taxation, insurance, or legal obligations is provided for general informational purposes only. The Platform does not provide tax, legal, accounting, or financial advice. Users are encouraged to seek independent professional advice tailored to their circumstances.

7.5 Liability Allocation and Regulatory Safeguard: Users acknowledge and agree that: a) the Platform bears no liability for Users’ failure to comply with tax, insurance, or statutory obligations; b) no joint or secondary liability for taxes, social contributions, or insurance arises for the Platform; and c) each User remains fully responsible for compliance with applicable law within their own sphere of activity. This Section 7 shall be interpreted so as to prevent joint liability or reclassification of the Platform under tax, labour, or social security law.

8. SAFETY, OCCUPATIONAL SAFETY & HEALTH (OSH) AND RISK ALLOCATION

8.1 Platform Non-Responsibility for Worksite Safety: The Platform does not own, control, manage, or supervise any worksite, premises, or environment in which services are performed. Accordingly, the Platform bears no responsibility for: a) occupational safety and health at any worksite or premises; b) risk assessments, safety instructions, or hazard prevention measures; or c) injuries, accidents, damages, or losses occurring during the performance of services. Nothing in these Terms shall be interpreted as transferring or sharing any occupational safety or health obligation to the Platform.

8.2 OSH Responsibility Allocation: The Parties acknowledge and agree that occupational safety and health responsibility is allocated as follows: a) CodFleet (B2B): Where services are performed for a Company or Business Client, the Company bears full and exclusive responsibility for occupational safety and health at the workplace, including compliance with applicable OSH legislation, safety instructions, supervision, and risk management. b) CodGo (B2C): Where services are performed for a Consumer, the Consumer bears responsibility for providing a reasonably safe and lawful environment for service delivery within their premises, to the extent required by applicable law. The Platform does not assume, coordinate, or enforce OSH obligations in either scenario.

8.3 User Safety Obligations: Users acknowledge that they are responsible for acting in a lawful and prudent manner and for complying with applicable safety rules within their respective roles. Freelancers remain responsible for conducting their activities in accordance with applicable law and professional standards.

8.4 Incident Reporting Mechanism: The Platform may provide a neutral mechanism for Users to report safety incidents or concerns related to Platform-facilitated services. Such reporting: a) does not constitute supervision, investigation, or determination of fault by the Platform; b) is intended solely to support communication and compliance awareness; and c) does not create any duty of care, control, or liability for the Platform.

8.5 Risk Allocation and Tort Safeguard: Users acknowledge and agree that: a) liability for injuries, damages, or losses arising from service performance rests with the parties responsible for the relevant worksite or conduct; b) the Platform shall not be liable under tort or occupational safety law for incidents occurring during service delivery; and c) no provision of these Terms shall be construed to expand the Platform’s liability beyond what is required by mandatory law. This Section 8 shall be interpreted to prevent OSH Act liability and tort claims from being attributed to the Platform.

9. DISPUTES & COMMUNICATION

9.1 Neutral Facilitation Role: The Platform may, at its discretion, provide neutral, non-binding administrative facilitation to support communication between Users in relation to disputes arising from Platform-facilitated services. Such facilitation may include: a) enabling message exchange between Users; b) hosting documentation or materials voluntarily submitted by Users; and c) providing technical logs relevant to Platform usage. The Platform does not act as an arbitrator, mediator, judge, or decision-maker.

9.2 No Binding Decisions or Determinations: For the avoidance of doubt, the Platform shall not: a) issue binding decisions, rulings, or judgments; b) determine liability, fault, or responsibility; c) assess or determine work performance, quality, or outcomes; or d) resolve disputes on behalf of Users. All dispute outcomes remain solely between the Users concerned.

9.3 No Work-Time or Attendance Determination: The Platform does not determine, verify, or certify: a) hours worked; b) days worked; c) attendance; or d) time spent performing services. Any time-related information submitted by Users is provided for administrative or record-keeping purposes only and shall not be treated as authoritative or binding.

9.4 Evidence Hosting Only: Any documents, communications, or materials stored or transmitted through the Platform in connection with a dispute are hosted solely as provided by Users. The Platform does not verify the accuracy, completeness, or authenticity of such materials and does not assume responsibility for their content.

9.5 Direct Resolution Encouraged: Users are encouraged to seek direct and amicable resolution of disputes between themselves. Where appropriate, Users may pursue resolution through applicable legal channels or alternative dispute resolution mechanisms independent of the Platform.

9.6 Safeguard Against Reclassification: This Section 9 is intended to: a) preserve the Platform’s role as a neutral facilitator; b) prevent the Platform from exercising supervisory or employer-like authority; and c) avoid any interpretation that the Platform operates an arbitration, mediation, or employment dispute resolution service. In the event of ambiguity, this Section shall be interpreted to maintain Platform neutrality.

10. RATINGS, FEEDBACK & CONTENT

10.1 Purpose and Nature of Ratings and Feedback: Any ratings, reviews, or feedback features made available on the Platform are provided solely for informational and transparency purposes between Users. Ratings and feedback are intended to reflect subjective user experiences and do not constitute an objective assessment of professional performance or competence.

10.2 No Ranking, Control, or Behavioural Scoring: For the avoidance of doubt, the Platform does not: a) rank, prioritise, or deprioritise Users based on ratings, feedback, activity levels, or behaviour; b) use ratings or feedback to control access to Opportunities or Tasks; c) apply behavioural scoring, performance profiling, or reputation systems that affect visibility or selection; or d) impose penalties, restrictions, or disadvantages based on ratings or feedback. Ratings and feedback have no automated or manual impact on User visibility, access, or opportunities on the Platform.

10.3 Content Standards: Users are solely responsible for any Content they submit, including ratings, reviews, comments, messages, and other materials. All Content must be: a) accurate to the best of the User’s knowledge; b) lawful and non-misleading; c) respectful and non-abusive; and d) free from defamatory, discriminatory, threatening, or unlawful statements. Users shall not submit Content that infringes third-party rights or violates applicable law.

10.4 Platform Removal and Moderation Rights: The Platform reserves the right, without obligation to provide notice or explanation, to remove, restrict, or disable access to any Content that: a) violates these Terms or applicable law; b) is defamatory, abusive, misleading, or unlawful; c) creates legal, regulatory, or reputational risk; or d) is required to be removed by competent authorities. Content moderation is conducted for legal compliance and platform integrity only and does not constitute supervision, evaluation, or endorsement of Users.

10.5 No Endorsement or Liability for Content: The Platform does not endorse, verify, or guarantee the accuracy of any User-generated Content. Users acknowledge and agree that: a) Content reflects the views of the User who submitted it; and b) the Platform shall not be liable for claims arising from User-generated Content, except as required by mandatory law.

10.6 Safeguard Against Reclassification and Liability: This Section 10 is intended to: a) prevent ratings or feedback from being used as a means of behavioural control or supervision; b) ensure compliance with the EU Platform Work Directive; and c) reduce defamation and content-related liability. In the event of ambiguity, this Section shall be interpreted to preserve User autonomy and the Platform’s neutral marketplace role.

11. SUSPENSION, RESTRICTION & TERMINATION

11.1 Permitted Grounds for Action: The Platform may, at its discretion, suspend, restrict, or terminate a User’s access to the Platform, in whole or in part, only where reasonably necessary to address one or more of the following: a) legal or regulatory compliance, including requirements imposed by applicable law or competent authorities; b) safety concerns, including risks to persons, property, or the integrity of the Platform; c) fraud, identity misuse, or deception, including submission of false or misleading information; d) misuse of the Platform, including violation of these Terms or unlawful activity; or e) regulatory or systemic risk, including circumstances that may expose the Platform to legal, financial, or reputational harm. Any action taken under this Section is intended solely to protect legal compliance, safety, and platform integrity.

11.2 Explicit Exclusions: For the avoidance of doubt, the Platform shall not suspend, restrict, or terminate access based on: a) the quality or performance of services provided; b) a User’s acceptance rate, rejection of Opportunities, or level of activity; or c) a User’s earnings, income level, or economic outcomes. No action under this Section shall be used as a penalty, sanction, or behavioural incentive.

11.3 No Employment or Supervisory Effect: Any suspension, restriction, or termination under this Section: a) does not constitute supervision, discipline, or managerial control; b) does not create or imply an employment, worker, or agency relationship; and c) does not entitle any User to compensation, notice, or severance beyond what is required by mandatory law.

11.4 Procedural Fairness: Where appropriate and lawful, the Platform may provide notice of suspension or termination and an opportunity for the User to address the relevant issue. Nothing in this Section obligates the Platform to maintain access or to provide ongoing services to any User.

11.5 Safeguard Clause: This Section 11 shall be interpreted so as to: a) prevent indirect penalties or behavioural control; b) preserve the Platform’s marketplace-only role; and c) avoid any reclassification of the Platform as an employer or supervisory authority.

12. INTELLECTUAL PROPERTY

12.1 Platform Intellectual Property: All intellectual property rights in and to the Platform, including but not limited to software, source code, databases, interfaces, designs, logos, trademarks, text, graphics, and documentation (collectively, the “Platform IP”), are owned by or licensed to the Platform. Nothing in these Terms grants Users any right, title, or interest in the Platform IP, except for a limited, non-exclusive, non-transferable, and revocable right to access and use the Platform in accordance with these Terms.

12.2 User Content Ownership: Users retain all ownership rights in and to any Content they create, upload, submit, or make available through the Platform (“User Content”). No provision of these Terms shall be interpreted as transferring ownership of User Content to the Platform or to any other User.

12.3 License to Use User Content: By submitting User Content to the Platform, the User grants the Platform a limited, non-exclusive, royalty-free, worldwide license to host, store, reproduce, display, and transmit such User Content solely for the purposes of operating, maintaining, and improving the Platform, including facilitating communication between Users and ensuring legal compliance. This license: a) does not permit commercial exploitation of User Content outside the Platform; b) does not grant the Platform the right to modify User Content except as technically necessary; and c) terminates where User Content is removed from the Platform, subject to retention required by law.

12.4 No Endorsement or Ownership Transfer: The Platform does not endorse, certify, or assume responsibility for User Content. Nothing in these Terms shall be construed as: a) a transfer or assignment of intellectual property rights; b) a work-made-for-hire arrangement; or c) the creation of any partnership, agency, or employment relationship in relation to intellectual property.

12.5 Infringement and Protection: Users represent and warrant that their User Content does not infringe third-party intellectual property or other rights. The Platform reserves the right to remove or restrict access to User Content that allegedly infringes intellectual property rights, in accordance with applicable law.

12.6 IP Safeguard Clause: This Section 12 is intended to: a) prevent disputes over ownership of Platform IP or User Content; b) limit the Platform’s exposure to infringement claims; and c) preserve Users’ ownership rights while enabling lawful Platform operation. In the event of ambiguity, this Section shall be interpreted to avoid any unintended transfer of intellectual property rights.

13. DATA PROTECTION & PRIVACY

13.1 Applicable Data Protection Law: Personal data processed in connection with the Platform is handled in accordance with: a) Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR); and b) applicable national data protection legislation, including the Finnish Data Protection Act. The Platform is committed to processing personal data lawfully, fairly, and transparently.

13.2 Independent Data Controllers: For the purposes of data protection law: a) the Platform acts as an independent data controller in relation to personal data it processes within its own sphere of activity; and b) Users act as independent data controllers in relation to personal data they process in connection with their own activities and interactions. Nothing in these Terms shall be interpreted as creating: ● joint controllership under Article 26 GDPR; or ● a controller–processor relationship under Article 28 GDPR between the Platform and Users.

13.3 Reference to Privacy Policy: Details regarding categories of personal data processed, purposes of processing, legal bases, data retention periods, data subject rights, and contact information are set out in the Platform’s Privacy Policy, which forms an integral part of these Terms. The current version of the Privacy Policy is available on the Platform and applies to all personal data processing carried out by the Platform.

13.4 No Employee or Behavioural Monitoring: The Platform does not conduct employee monitoring, workplace surveillance, or behavioural tracking. In particular, the Platform does not: a) monitor working hours, attendance, or availability; b) track performance, productivity, or behaviour; or c) process personal data for the purpose of supervising or directing Users. Any technical data processed by the Platform is used solely for platform functionality, security, and legal compliance.

13.5 User Responsibility and Lawful Processing: Users are responsible for ensuring that any personal data they process or share through the Platform is handled in compliance with applicable data protection law. The Platform shall not be liable for unlawful data processing carried out by Users outside the Platform’s control.

13.6 Data Protection Safeguard Clause: This Section 13 is intended to: a) ensure compliance with GDPR and applicable data protection law; b) prevent joint-controllership or employee-monitoring interpretations; and c) allocate data protection responsibilities clearly and lawfully. In the event of ambiguity, this Section shall be interpreted to preserve the Platform’s role as a neutral marketplace and independent data controller.

14. DIGITAL SERVICES ACT (DSA) & ILLEGAL CONTENT

14.1 Applicability of the Digital Services Act: The Platform provides intermediary services within the meaning of Regulation (EU) 2022/2065 (Digital Services Act – “DSA”) and is committed to complying with applicable obligations relating to illegal content, transparency, and user safeguards. Nothing in this Section shall be interpreted as imposing a general obligation on the Platform to monitor user activity or content.

14.2 Notice-and-Action Mechanism: The Platform maintains a notice-and-action mechanism enabling Users and third parties to notify the Platform of content that they believe to be illegal or in violation of applicable law. A valid notice should include, where reasonably possible: a) a clear description of the content concerned; b) the reasons why the content is considered illegal; and c) sufficient information to locate the content on the Platform. Upon receipt of a sufficiently precise and substantiated notice, the Platform will assess the content and take appropriate action in accordance with applicable law.

14.3 Content Moderation and Transparency: Any action taken by the Platform in relation to reported content may include removal, restriction, or disabling of access where required by law or to mitigate legal risk. Content moderation decisions are: a) carried out in a diligent, proportionate, and non-discriminatory manner; b) based on legal compliance and platform integrity considerations only; and c) not intended to supervise, control, or evaluate Users or their activities. Where required by law, the Platform may provide affected Users with information regarding moderation actions and available remedies.

14.4 User Reporting and Cooperation: Users are encouraged to report illegal or unlawful content through the Platform’s reporting tools or designated contact channels. Users shall not submit notices in bad faith or abuse reporting mechanisms. Misuse of reporting tools may result in appropriate action under these Terms. The Platform may cooperate with competent authorities where required by law.

14.5 No General Monitoring Obligation: In accordance with the DSA, the Platform does not engage in general monitoring of user content or communications and does not proactively seek facts or circumstances indicating illegal activity, except where required by law.

14.6 Liability Limitation and Safe Harbour: The Platform shall not be liable for illegal content uploaded by Users where the Platform: a) has no actual knowledge of such content; or b) acts expeditiously to remove or disable access to such content upon obtaining knowledge. This Section is intended to preserve the Platform’s liability protections under the DSA and applicable law.

14.7 Safeguard Clause: This Section 14 shall be interpreted to: a) ensure compliance with the DSA; b) provide clear notice-and-action procedures; and c) limit Platform liability in accordance with applicable intermediary safe-harbour provisions.

15. LIABILITY LIMITATION & INDEMNITY

15.1 Limitation of Platform Liability: To the fullest extent permitted by applicable law, the Platform’s liability arising out of or in connection with the use of the Platform shall be limited as follows: a) the Platform shall not be liable for any losses, damages, or claims arising from service agreements entered into directly between Users; b) the Platform shall not be liable for the acts or omissions of Users, including Freelancers, Companies, or Consumers; and c) the Platform’s total aggregate liability, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of Service Fees actually paid to the Platform by the relevant User during the twelve (12) months preceding the event giving rise to the claim. Nothing in these Terms limits liability that cannot be excluded or limited under mandatory law.

15.2 Exclusion of Indirect and Consequential Damages: To the extent permitted by law, the Platform shall not be liable for: a) indirect, incidental, consequential, or special damages; b) loss of profit, revenue, business, or opportunity; c) loss of data or reputational harm; or d) any economic loss arising from delays, non-performance, or disputes between Users. This exclusion applies regardless of the legal basis of the claim and even if the Platform has been advised of the possibility of such damages.

15.3 User Indemnification Obligations: Each User agrees to indemnify and hold harmless the Platform, its directors, officers, employees, and affiliates from and against any claims, damages, losses, liabilities, costs, or expenses (including reasonable legal fees) arising out of or relating to: a) the User’s breach of these Terms; b) the User’s violation of applicable law, including tax, labour, consumer protection, or data protection law; c) the User’s service performance, conduct, or interactions with other Users; or d) Content submitted, published, or transmitted by the User through the Platform.

15.4 Scope and Fairness of Indemnity: The indemnification obligations under this Section: a) apply only to the extent permitted by applicable law; b) do not apply where the claim arises solely from the Platform’s wilful misconduct or gross negligence; and c) shall not limit any mandatory consumer rights under applicable consumer protection legislation.

15.5 Tort and Regulatory Safeguard: This Section 15 is intended to: a) allocate risk fairly between the Platform and Users; b) limit exposure to tort-based claims arising from User conduct; and c) prevent the imposition of liability inconsistent with the Platform’s role as a neutral digital marketplace. In the event of ambiguity, this Section shall be interpreted in a manner consistent with mandatory law and proportionate risk allocation.

16. FORCE MAJEURE

16.1 Definition of Force Majeure: Neither the Platform nor any User shall be liable for failure or delay in the performance of obligations under these Terms to the extent such failure or delay is caused by events beyond reasonable control (“Force Majeure Events”). Force Majeure Events include, but are not limited to: a) acts of God, natural disasters, epidemics, or pandemics; b) war, terrorism, civil unrest, or governmental actions; c) failures or disruptions of telecommunications, internet services, or hosting infrastructure; d) unavailability, malfunction, or interruption of services provided by Payment Service Providers (PSPs) or other third-party service providers; and e) power outages or other systemic failures.

16.2 Effect of Force Majeure: During the continuation of a Force Majeure Event: a) affected obligations shall be suspended for the duration of the event; and b) no party shall be deemed in breach of these Terms due to such suspension or delay. The Platform shall not be liable for Platform unavailability or service disruption resulting from Force Majeure Events.

16.3 Mitigation: Where reasonably possible, the affected party shall take appropriate steps to mitigate the effects of the Force Majeure Event.

16.4 No Waiver of Mandatory Rights: Nothing in this Section limits rights that cannot be excluded or restricted under mandatory law, including applicable consumer protection legislation.

17. AMENDMENTS & VERSIONING

17.1 Right to Amend: The Platform reserves the right to amend, update, or replace these Terms from time to time to reflect changes in: a) applicable law or regulatory requirements; b) Platform features or functionality; or c) operational or security considerations.

17.2 Notice of Changes: Material changes to these Terms shall be communicated to Users through reasonable means, which may include: a) publication on the Platform; b) in-app notifications; or c) electronic communication to registered Users. The effective date of the updated Terms shall be clearly indicated.

17.3 Continued Use as Acceptance: Continued access to or use of the Platform after the effective date of amended Terms constitutes acceptance of the updated Terms. Where required by law, the Platform may request explicit consent to updated Terms.

18. GOVERNING LAW & JURISDICTION

18.1 Governing Law: These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of Finland, without regard to conflict-of-laws principles.

18.2 Jurisdiction: Subject to mandatory provisions of applicable law, any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Platform shall fall within the exclusive jurisdiction of the competent courts of Finland.

18.3 Optional Arbitration Carve-Out (Non-Mandatory): Nothing in this Section prevents Users from voluntarily agreeing to resolve disputes through independent alternative dispute resolution or arbitration, provided that: a) such agreement is entered into directly between the relevant Users; and b) the Platform is not designated as an arbitrator, mediator, or dispute-resolution authority. Mandatory consumer rights to bring claims before competent courts remain unaffected.

19. SEVERABILITY & ENTIRE AGREEMENT

19.1 Entire Agreement: These Terms, together with any documents expressly incorporated by reference (including the Privacy Policy), constitute the entire agreement between the Platform and the User concerning the subject matter herein and supersede all prior or contemporaneous understandings, communications, or agreements.

19.2 Severability: If any provision of these Terms is held to be invalid, unlawful, or unenforceable by a competent authority, such provision shall be severed to the minimum extent necessary, and the remaining provisions shall remain fully valid and enforceable.

19.3 No Waiver: The failure or delay of the Platform to exercise any right or remedy under these Terms shall not constitute a waiver of such right or remedy, nor shall any single or partial exercise preclude further exercise of any right or remedy.

20. CONTACT & REGULATORY POINTS

20.1 Legal Contact: For legal notices, contractual questions, or general legal enquiries relating to these Terms, Users may contact: Legal Contact: CodFleet Oy Email: legal@codfleet.eu

20.2 Privacy Contact: For questions relating to personal data, privacy rights, or GDPR matters: Privacy Contact: Email: info@codfleet.eu

20.3 Complaints and Regulatory Communication: Users may submit complaints or concerns regarding the Platform through the designated contact channels above. Nothing in these Terms limits a User’s right to: a) lodge a complaint with a competent supervisory or regulatory authority; or b) pursue remedies available under applicable law.