Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Beolta website at beolta.com and all related services (collectively, the “Service”) operated by Editale OÜ (registry code 17430609), a private limited company incorporated in Estonia, registered address Narva mnt 7-557, 10117 Tallinn, Harju maakond, Estonia, trading as Beolta (“we”, “us”, or “our”).

Governing document. This page is a plain-language overview provided on our public website. The full, binding Terms of Service that govern a registered contractor’s Beolta account — and which each contractor actively accepts in the portal — are published at app.beolta.com/legal/tos/1.0.0. Where anything on this page conflicts with that document, that document prevails.

By using this public website you agree to this overview; your access to and use of the Beolta application and any contractor account are governed by the full Terms of Service linked above. If you do not agree, do not use the Service.

1. Acceptance of Terms

By accessing the Service, you confirm that you are at least 18 years old and have the legal capacity to enter into these Terms. If you are using the Service on behalf of a company or organization, you represent that you have authority to bind that entity to these Terms.

2. Description of Service

Beolta is a proactive matchmaking platform that detects buyer intent signals and introduces curated contractor shortlists across multiple industry verticals — including, among others, IT outsourcing, Specialty Construction, Legal & ALSP, and marketing agencies. The Service assembles a ranked shortlist of suitable service contractors for each buyer showing intent, and proactively introduces the shortlist to the buyer. Contractors are matched by specialization fit, capacity, geography, and other vertical-specific criteria. Ranking cannot be purchased — shortlist positions are determined solely by match quality.

3. Two Types of Users

3.1 Visitors and Buyers

Buyers are companies or individuals that Beolta has identified as showing intent signals in a given vertical. Buyers receive proactive introductions from Beolta and can access match pages at app.beolta.com/match/<token> without payment or mandatory registration. Access to a match page constitutes acknowledgment of the referral nature of the introduction: by clicking the confirmation link in a follow-up inquiry, a Buyer confirms a deal, which triggers contractor invoicing under the commission clause. The relevant disclosure is displayed on every match page.

3.2 Registered Contractors

Contractors are service providers listed in the Beolta directory. Contractors may be unregistered (included in matches based on public profile data) or registered (authenticated, ToS-accepted, eligible for notifications and portal features). Registered contractors are subject to all provisions of these Terms, including the commission clause in Section 6. Registration requires acceptance of the current ToS version.

Subscription tiers available to registered contractors are: Free, Verified, Growth, and Scale. The Free tier is non-billable. Paid tiers (Verified, Growth, Scale) are billed by Stripe on a recurring basis. See our Refund & Cancellation Policy for billing terms.

4. Account Obligations

If you create a registered contractor account with us, you agree to:

• Provide accurate, current, and complete information during registration
• Maintain the security of your account credentials
• Promptly update your information if it changes
• Accept responsibility for all activity that occurs under your account
• Notify us immediately of any unauthorized use of your account at hello@beolta.com
• Disclose any confirmed deal with a Beolta-introduced buyer at the time of closure (self-disclosure obligation — see Section 6)

5. Intellectual Property

The Service, including its design, logos, text, graphics, algorithms, AI models, and software, is the property of Editale OÜ and is protected by applicable intellectual property laws. Beolta™ is a trademark of Editale OÜ.

You may not:

• Copy, modify, or distribute any part of the Service without our prior written consent
• Use our trademarks, logos, or branding without express permission
• Reverse-engineer, decompile, or disassemble any software used to provide the Service

6. Commission Clause for Registered Contractors

This section constitutes the core commercial obligation of registered contractors. By completing registration and accepting these Terms, each registered contractor unconditionally agrees to the following:

6.1 Commission Obligation

A success fee (commission) is owed to Beolta on any deal closed with a buyer that was introduced via Beolta, within the 365-day attribution window (approximately twelve months) from the date of introduction (“intro date”).

• Commission rate: As specified in the current ToS version and the applicable vertical at the time of deal confirmation. For IT outsourcing, the standard success fee is 7%, reduced to 5% for Scale-tier subscribers. Rates for other verticals may differ — for example, the construction vertical applies a 5% success fee with a 730-day (2-year) attribution window. All applicable rates and attribution windows are displayed at registration and in the contractor portal.
• Deal value: As defined in Section 3.9 of the Product Specification and summarized as: (a) for fixed-scope engagements, the signed contract value; (b) for staff augmentation and recurring engagements, the first 12 months of committed or invoiced revenue; (c) pilot engagements are separate deals; full engagements following a pilot are calculated on delta value. Deal value is expressed in USD; deals in other currencies are converted at Stripe’s published FX rate on the confirmation date.
• Self-disclosure obligation: The contractor must proactively notify Beolta of any confirmed deal with a Beolta-introduced buyer at or before the time of closure, via the deal disclosure feature in the contractor portal or by email to hello@beolta.com.
• Audit rights: Beolta has the right to request reasonable documentation to verify deal value (e.g., signed contract value, invoice records). Random sampling audits are conducted on 5% of registered contractors per quarter. Contractors must cooperate with audit requests within 14 days.
• Payment terms: Success fee invoices are issued by Beolta on deal confirmation. Payment is due within net 30 days of the invoice date. Late payment terms are described in our Refund & Cancellation Policy.
• Survival after unsubscribe: The commission obligation survives termination or cancellation of the contractor’s subscription for all deals originated (intro date) before the opt-out date, within the applicable attribution window (365 days; 730 days for construction).
• Withholding tax gross-up: Success fee payments are made net of any withholding or similar tax imposed by the contractor’s jurisdiction. Where applicable law requires the payer (contractor) to withhold tax at source, the contractor must gross up the payment so that Beolta receives the full invoiced amount after withholding. The contractor is responsible for remitting any withheld tax to the appropriate authority. Beolta will provide documentation reasonably required to support the contractor’s withholding tax compliance upon written request.

6.2 Dispute Procedure

A contractor may dispute any success fee invoice within 30 days of issuance by contacting hello@beolta.com with supporting documentation. Disputes are resolved using buyer confirmation records, correspondence evidence, and audit signals. Persistent non-payment after the dispute process may result in portal access suspension and legal escalation. Overdue success fee invoices are subject to a late fee charged as a fixed monthly percentage of the outstanding amount, set per the contractor’s jurisdiction (a default rate, published in the contractor portal, applies where no country-specific rate is defined), and in any case capped at the maximum rate permitted by applicable local law. The late fee is applied as a one-time charge on the overdue amount; it is not compounded.

6.3 Arbitration

Disputes related to success fee invoices exceeding EUR 5,000 shall be finally and exclusively settled by binding arbitration under the Rules of the Arbitration Court of the Estonian Chamber of Commerce and Industry (Eesti Kaubandus-Tööstuskoda, EKTK), seat Tallinn, Estonia, in English. Disputes of EUR 5,000 or less may be brought before Harju County Court (Harju Maakohus) in Tallinn, Estonia. Each party bears its own costs unless the arbitral tribunal or court awards otherwise.

6.4 Grandfathered Rates

Early-subscriber commission rates are grandfathered at the rate in effect at the time of the contractor’s initial subscription, for the lifetime of continuous subscription. Grandfathering is suspended if the contractor is found to have repeatedly violated the Acceptable Use Policy.

Lock reset on subscription lapse: Grandfathered rates are tied to continuous subscription. If a contractor cancels or allows their subscription to lapse and does not reactivate within 90 calendar days, the grandfathered rate is permanently forfeited. Upon reactivation after a lapse exceeding 90 days, the then-current published rate for the selected tier applies. Contractors will be reminded of this policy in the cancellation confirmation email.

7. ToS Version Governance

We maintain versioned ToS updates under a semver-style system (MAJOR, MINOR, PATCH):

• Material changes (MAJOR): 30-day advance notice via email. Re-consent is required before the contractor’s next portal action after the effective date. Existing open deals continue to be governed by the ToS version under which the originating introduction was made.
• Non-material changes (MINOR / PATCH): 14-day advance notice. Deemed accepted by continued use of the portal after the effective date.
• Rejection of changes: A contractor may reject material changes by opting out before the effective date. Existing commission obligations under the prior ToS version survive opt-out per Section 6.1.

Every deal record stores the ToS version that governed it at the time of introduction.

8. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with our Acceptable Use Policy. You may not use the Service in any way that could damage, disable, or impair the Service or interfere with any other party’s use.

9. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Editale OÜ, Beolta, or its affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Your access to or use of (or inability to use) the Service
• Any conduct or content of any third party on the Service
• Unauthorized access, use, or alteration of your data
• The quality, accuracy, or reliability of matches, introductions, or AI-generated content produced by the Service

Our total aggregate liability to registered contractors for all claims arising from or relating to the Service shall not exceed the greater of (a) the subscription fees paid by that contractor to Beolta in the twelve (12) months preceding the event giving rise to the claim, or (b) EUR 500, as set out in full in the governing Terms of Service at app.beolta.com/legal/tos/1.0.0.

Our total aggregate liability to free-tier users and buyers shall not exceed USD $100 or the minimum amount permitted by applicable law, whichever is greater.

10. Disclaimer of Warranties

The Service is provided on an “as is” and “as available” basis without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Service will be uninterrupted, error-free, or secure, or that matches, introductions, or AI-generated outputs will be accurate or complete. All outputs are provided for informational purposes and should be independently verified before use in business decisions.

11. Indemnification

You agree to indemnify, defend, and hold harmless Editale OÜ and Beolta from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Service
• Your violation of these Terms
• Your violation of any rights of a third party
• Your use of contact data, matches, or introductions obtained through the Service

12. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of law provisions.

Any dispute arising under these Terms shall first be subject to good faith negotiation between the parties for thirty (30) days. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration under the Rules of the Arbitration Court of the Estonian Chamber of Commerce and Industry (EKTK), seat Tallinn, Estonia, in English, except where the arbitration clause in Section 6.3 applies specifically to success fee disputes.

EU / UK consumer-protection carve-out: If you are a resident of the European Union or the United Kingdom, and applicable mandatory local consumer-protection laws grant you non-waivable rights, those rights are not limited by this Agreement. In the event of a conflict, your mandatory local rights prevail over the Estonian governing-law clause to the extent they protect you as a consumer.

13. Termination

We may terminate or suspend your access to the Service immediately, without prior notice, for any reason, including if you breach these Terms. Upon termination, your right to use the Service ceases immediately.

Failure to pay success fee invoices after net 30 days plus applicable dunning (as described in the Refund & Cancellation Policy) may result in portal access suspension, as documented in Section 6.2.

Sections that by their nature should survive termination shall survive, including: intellectual property, commission obligations (Section 6), limitation of liability, indemnification, and governing law provisions.

14. Changes to Terms

We reserve the right to modify these Terms at any time, subject to the version governance process described in Section 7. Your continued use of the Service after changes are posted and any applicable notice period has elapsed constitutes your acceptance of the revised Terms.

15. Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, Acceptable Use Policy, License Agreement, and Refund & Cancellation Policy, constitute the entire agreement between you and us regarding the Service. In the event of any conflict between these Terms and the License Agreement, these Terms shall prevail.

16. Contact Us

If you have any questions about these Terms, please contact us:

• Email: hello@beolta.com
• Postal address: Editale OÜ (Beolta), Narva mnt 7-557, 10117 Tallinn, Harju maakond, Estonia