Provider Services Agreement
Provider Services Agreement | v1.2
IMPORTANT — PRELIMINARY DRAFT AGREEMENT
This document is a preliminary draft of the future agreement, provided for review and discussion. The RaskAI platform legal entity is currently being registered. The final, legally binding version of the agreement will be provided after the legal entity is registered.
1. Parties and Definitions
1.1 Parties to the Agreement
The Provider confirms that they are a legal entity, a small partnership, or an individual engaged in self-employed activity in accordance with the legislation of the Republic of Lithuania or another EU Member State. Natural persons without a self-employment licence are not admitted to the Platform.
1.2 Definitions
2. Platform Services and Provider Status
2.1 Nature of the Platform
RaskAI operates as a service broker. RaskAI is responsible for Request classification, SPEC generation, and the integrity of the Provider selection process. Actual project execution is the Provider's responsibility. The Platform is provided "as is".
2.2 Verified Levels
Each Provider is assigned to V1, V2, or V3 level according to Appendix A criteria. Level changes take effect within 5 business days of notification. The Provider has the right to appeal within 10 business days.
2.3 Competency Declaration
The Provider declares competencies using the Tier 1 (max 2) and Tier 2 (max 5) system. False declaration constitutes a material breach.
3. Commercial Model and Payments
3.2 Commission
The commission amounts to 15% of the final transaction value excluding VAT. Fixed and visible at the Quote stage. No hidden fees.
3.3 Commission Changes
At least 60 days advance notice. Applies only to new projects. If not agreed — Agreement terminated within 30 days without penalties.
3.4 Payout
- Up to 1,000 EUR: within 5 business days of Acceptance.
- Over 1,000 EUR with Milestone: within 5 business days of each Milestone confirmation.
If the Client does not respond within 5 business days — deemed acceptance.
3.5 Refunds
Claim within 10 business days of Acceptance. RaskAI evaluates within 5 business days. Defect attributed to Provider only if specified in SPEC and not corrected within the 10 business day warranty period.
4. Provider Obligations and Controls
4.1 SLA
Response to a Request within 48 hours (recommended — 24 hours).
4.2 Right to Decline
Up to 3 declines per 30 days — without reason. From the 4th — reason required. 7+ without justification = 1 Strike.
4.3 Strike System
- 1–2 Strikes: internal flag + email.
- 3 Strikes / 6 months: review procedure.
- 4+ Strikes or 1 material breach: Agreement termination.
Appealable within 10 business days. Verified level unchanged while under review.
4.4 Vacation Mode
Up to 60 days per year. After 90 days of inactivity — warning. After 60 days Inactive — Agreement termination procedure.
4.5 Professional Insurance
- V1: not required.
- V2: ≥ 10,000 EUR.
- V3: ≥ 50,000 EUR.
4.6 Subcontractors
Prior written consent required no later than 2 business days before commencement. Provider remains fully responsible.
5. Project Execution, IP, AI, and Data
5.1 Documentation
- Up to 500 EUR: Quote confirmation.
- 500–3,000 EUR: Project Order.
- Over 3,000 EUR: full SOW with Milestones.
5.2 Work Acceptance
Client has 5 business days to accept or reject with justification. 10 business days free defect correction after Acceptance. Scope change ≠ defect.
5.3 Intellectual Property
IP transfers to the Client only upon Acceptance and full payment. Provider retains pre-existing materials, methodologies, and reusable components.
5.4 AI Usage
Mandatory to declare the category of AI tools used. Prohibited to use Client data for AI model training without written consent.
5.5 Data Protection
Prior to Quote acceptance — anonymised information only. After acceptance — minimal data. Details in Appendix B.
6. Liability and Disputes
6.1–6.2 Liability Limits
Provider's maximum liability — the amount payable to the Provider for the project. RaskAI's maximum liability — the commission amount from that project. Limits do not apply to intentional fraud, GDPR, or IP violations.
6.3 Dispute Resolution
- Claim: within 10 business days of Acceptance.
- Up to 3,000 EUR: mediation (Lithuanian Mediators Association).
- Over 3,000 EUR: Vilnius Regional Court.
- Applicable law: Republic of Lithuania.
7. Agreement Duration and Termination
7.1–7.2
Indefinite duration. Ordinary termination — 30 days notice. Material breach — immediate. Active projects continue for up to 90 days.
8. Final Provisions
8.1 Non-Circumvention
12-month prohibition on direct collaboration with clients obtained through the Platform. Penalty: 1,000 EUR or 20% of transaction value. Exception — pre-existing clients declared in Appendix F.
8.2 Confidentiality
Protected during the Agreement term and 3 years after its termination.
8.9 Electronic Signature
Clickwrap = written signature under Lithuanian law. Timestamp, IP address, and Agreement version are recorded.
Appendices
Click on an appendix to expand its content.
Appendix AVerified Level Criteria and Procedures›
A.1 System Principles
The Verified level is RaskAI's quality signal — not a paid category. The level rises or falls automatically based on objective criteria. RaskAI Boost (increased visibility) exists independently — Boost = visibility, Verified = quality. V1 Providers are labelled "◎ New Provider".
A.2 V1 — Confirmed Provider
Automatically granted upon registration:
- Legal entity, small partnership, or self-employed individual.
- Profile: Tier 1 (max 2) + Tier 2 (max 5) + contact person.
- Agreement signed (Clickwrap). 0 active Strikes.
Recommended for projects up to 500 EUR. Badge: ◎ New Provider
A.3 V2 — Verified Provider
- At least 1 project through RaskAI OR a verified external case study.
- Professional insurance ≥ 10,000 EUR.
- Reference, demo link, or portfolio.
- 0 undisputed Strikes in 6 months. Response time ≤ 36 hours.
Badge: ✦ Verified
A.4 V3 — Premium Provider
- ≥ 3 projects through RaskAI, Satisfaction Score ≥ 4/5.
- Win Rate ≥ 60%. On-Time Rate ≥ 80%.
- 0 undisputed Disputes. Insurance ≥ 50,000 EUR.
- Full RaskAI audit. Active within 90 days.
Priority matchmaking. Badge: ★ Premium
A.5 Automatic Upgrade
System checks every 14 days. Upon meeting criteria — Upgrade automatic, notified within 2 business days. Provider may initiate; RaskAI review within 10 business days.
A.6 Automatic Downgrade
| Event | Consequence |
|---|---|
| Insurance policy expired without 5 business day notice | V2 → V1, Payment Hold |
| On-Time Rate < 70% over 6 months | V3 → V2 |
| 1 undisputed Dispute | V3 → V2 |
| 3+ undisputed Strikes in 6 months | V2 → V1 |
| Inactivity > 90 days without Vacation Mode | Level suspended, not removed |
A.7 Appeal Procedure
- Initial review — RaskAI responsible person (10 business days).
- If rejected — RaskAI management review, different person (10 business days).
- If still rejected — mediation under clause 6.3.
Verified level unchanged while appeal is under review.
Appendix BData Processing Agreement (DPA)›
Data Controller: RaskAI — responsible for Client data.
Data Processor: Provider — processes only data necessary for project execution.
Data Transfer:
- Prior to Quote: only anonymised Request — no Client name, email, or company.
- After acceptance: minimal data (GDPR data minimisation principle).
Provider Obligations:
- Use Client data only for the specific project.
- Do not transfer to third parties without RaskAI consent.
- Report data security incidents within 24 hours.
- After project — destroy or return Client data.
- Prohibited from using Client data for AI model training.
The full DPA document will be provided together with the final agreement version after full system testing.
Appendix CResponsibility Zone Map›
Internal responsibility allocation mechanism between RaskAI and the Provider.
| Situation | Responsible | Action |
|---|---|---|
| SPEC does not match Provider's proposal | RaskAI | SPEC revision |
| Project not completed on time without reason | Provider | Strike + refund procedure |
| Client changes requirements after SPEC | Client | Change request, additional fee |
| Provider circumvents the Platform | Provider | Penalty 1,000 EUR / 20%, termination |
| Client data leak | Provider | GDPR liability, termination |
| Subcontractor breach | Provider | Liable as for own actions |
| Acceptance dispute | RaskAI decides | Mediation under clause 6.3 |
The full map will be provided together with the final agreement version after full system testing.
Appendix DBrand Guidelines (Marketing Rights)›
D.1 RaskAI → Provider
- RaskAI may advertise the Provider as a "RaskAI Verified Partner" during the Agreement term.
- RaskAI may not disclose the Provider's internal ratings, Strike history, or financial data.
D.2 Provider → RaskAI
- "RaskAI Verified Partner" badge — official design only, provided by RaskAI at registration.
- Prohibited to modify the logo or change colours.
- Badge must be removed within 14 days of Agreement termination.
D.3 Case Study
- Anonymised — permitted without consent. Provider has 10 business days to object; after deadline — deemed consent.
- Identifiable — written consent from both parties required.
Appendix ETax Liability Matrix›
E.1 VIES Verification
RaskAI performs VIES verification at registration and quarterly for EU Providers. VAT number deregistration = automatic Payment Hold.
E.2 Provider Tax Liability
The Provider assumes full responsibility for correct tax payments on received funds. RaskAI is not the Provider's tax agent.
E.3 Invoicing
- RaskAI issues a VAT invoice to the Client for the full transaction value.
- Provider issues a VAT invoice to RaskAI for their portion within 5 business days of Acceptance.
- Commission calculated on economic value excluding VAT.
The full tax matrix will be provided together with the final agreement version after full system testing.
Appendix FPre-Existing Client Declaration›
Pursuant to clause 8.1.4, the Provider declares direct commercial relationships with Clients existing prior to this Agreement:
| Client name | Start of relationship | Nature |
|---|---|---|
| — | — | — |
| — | — | — |
| — | — | — |
The Provider confirms that for undeclared Clients encountered through the Platform, the 12-month non-circumvention clause applies.
To be submitted at registration or within 30 days of Agreement entry into force.
The final text of the appendices will be provided together with the final agreement version after full system testing.
RaskAI.lt | Provider Services Agreement preliminary draft and guidelines | © RaskAI