Terms and conditions of sale

1. Parties and scope

These terms and conditions of sale (the “Terms”) govern all sales of services made on the capital-os.net site between Xolo Go OÜ, a private limited company under Estonian law, registered under number 14717109, VAT EE102156920, with its registered office at Paju tn 1a, 50603 Tartu, Estonia, publisher of Capital OS (“Capital OS”), and any person who orders a service (the “Client”).

Capital OS services are reserved for professionals: companies, managers acting on behalf of their company, advisory firms and accounting/legal professionals. By placing an order, the Client declares that they are acting for professional purposes.

The relationship between Capital OS and the Client is a business-to-business (B2B) relationship. It is governed exclusively by the rules of commercial and contract law applicable between professionals. Consumer protection rules do not apply, in particular those of the French Consumer Code (Code de la consommation), the chapters of the Estonian Law of Obligations Act (Võlaõigusseadus) specific to consumer contracts, and Directive 2011/83/EU on consumer rights.

Any order constitutes full and unconditional acceptance of these Terms, confirmed by a checkbox before payment. The Terms applicable are those in force on the date of the order.

2. Services offered

Capital OS is an online software (SaaS) that helps companies secure financing: identifying public grants, financial calculation tools, document generation and transaction workflows (fundraising, buyout, crowdfunding). The content of each offer is described on its presentation page at the time of ordering.

3. Offers and pricing

Prices are shown in euros exclusive of tax. VAT is applied according to the rules in force: reverse charge by the Client when it is a company established in another EU Member State with a valid intra-community VAT number, VAT invoiced in other cases. The total amount payable is shown before payment is confirmed.

Other one-off services (expert report, Kbis extract order, introduction service, etc.) are sold at the price shown on their order page, as a single payment, with no subscription.

Capital OS may change its prices. Any change to the price of an ongoing subscription is notified to the Client by email at least 30 days before it takes effect; the Client may cancel before that date.

4. Initial access period and move to subscription

• €1 offers (eligibility report, unitary tools): the €1 payment gives access to the ordered deliverable and to the Capital OS workspace for 48 hours. At the end of these 48 hours, unless the Client cancels before that deadline, the corresponding monthly subscription (€9/month for the eligibility report, €69/month for unitary tools) starts automatically and the first month is charged.
• €97 packages: the €97 payment covers the first two months of access. At the end of these two months, unless the Client cancels before that deadline, the €69/month subscription starts automatically.

These conditions are repeated on the payment page, before any confirmation. A reminder email is sent to the Client before the first subscription charge.

5. Subscription, term and cancellation

The subscription is monthly, with no fixed term, and automatically renews each month on the anniversary of its start date.

The Client may cancel at any time from their Capital OS workspace (billing section, Stripe customer portal) or by email to contact@capital-os.fr. Cancellation takes effect at the end of the current, already-paid period: access remains open until that date and no further charge is made. Cancelling during the initial period (48 hours or two months) prevents the subscription from starting.

No refunds. By accepting these Terms, the Client expressly waives any refund, in whole or in part, of amounts paid for:

• one-off offers (€1 offers, packages, expert report, Kbis extract order, introduction service and any other single-payment service), once access to the service has been opened or the deliverable has been made available;
• subscriptions whose monthly period has started, including in the event of cancellation, non-use or partial use of the service during that period.

This waiver does not apply in the event of a total failure to perform the service attributable to Capital OS. As the Client acts for professional purposes, no right of withdrawal applies.

6. Payment

Payments are processed exclusively by Stripe (Stripe Payments Europe, Ltd.), a licensed payment provider. The payment methods accepted are those offered on the Stripe payment page (notably bank cards). Card data is entered and stored by Stripe; Capital OS never has access to it.

By taking out a subscription offer, the Client authorises Capital OS, via Stripe, to charge the subscription amounts to the registered payment method at each monthly due date, until cancellation.

In the event of a payment failure, Stripe retries the payment and the Client is asked to update their payment method. Without resolution within 15 days, Capital OS may suspend access to the service until the amounts due are paid.

7. Billing

Invoices are issued electronically by Stripe in the name of Xolo Go OÜ, for each payment (initial order and each subscription due date). They are sent by email to the Client's address and remain downloadable at any time from the Stripe customer portal accessible from the Capital OS workspace. When ordering, the Client provides their company name, billing address and, where applicable, their intra-community VAT number, and is responsible for their accuracy.

8. Delivery and access to the service

The service is accessible online as soon as payment is confirmed. The ordered report or document is made available in the Capital OS workspace and, where applicable, sent by email. An account is created automatically at the email address provided at payment.

Capital OS implements reasonable means to keep the service accessible 24/7, subject to maintenance operations and incidents beyond its control. This is a best-efforts obligation, not a guaranteed result.

9. Nature of deliverables

The reports, analyses, calculations and documents produced by Capital OS, including those generated with the help of artificial intelligence, are drawn up from the information provided by the Client and from public data. They have an indicative value:

• an eligibility report is neither a decision by a funding body nor a guarantee of obtaining a grant; the amounts shown are caps or estimates;
• valuations, dilution simulations, waterfalls, capitalisation tables and CIR / CII estimates are decision-support calculations that do not replace the advice of an accountant, a statutory auditor or a lawyer;
• legal documents (term sheet, shareholders' agreement, deeds, etc.) are drafts prepared from templates; they must be reviewed and adapted by an advisor before any signature.

10. Client obligations

The Client provides accurate and up-to-date information, keeps their login credentials confidential, and uses the service in accordance with its purpose and the law. The Client shall not resell access to the service, bulk-extract its data, or disrupt its operation. Capital OS may suspend or terminate access in the event of a serious breach, after a formal notice that remains unaddressed for 8 days, except in an emergency.

11. Liability

Capital OS's liability may only be engaged in the event of proven fault and solely for direct damages. It does not cover indirect damages such as loss of revenue, loss of opportunity (in particular the opportunity to obtain financing), loss of data attributable to the Client, or harm to reputation. In any event, Capital OS's total liability is limited to the amount paid by the Client for the service concerned during the twelve months preceding the triggering event.

12. Intellectual property

The Capital OS software, its content, databases and templates remain the exclusive property of Capital OS. The Client is granted a personal, non-exclusive and non-transferable right of use for the duration of their access. Documents generated for the Client from their data may be freely used by them for the needs of their business.

13. Personal data

Personal data is processed in accordance with the privacy policy, which in particular sets out retention periods. The Client may export their documents before their account is closed.

14. Force majeure

Neither party is liable for a failure caused by an event of force majeure, including a failure of networks, the host or the payment provider beyond its control.

15. Changes to the Terms

Capital OS may amend these Terms. Amended Terms apply to new orders; for ongoing subscriptions, they are notified to the Client at least 30 days before they take effect, and the Client may cancel before that date.

16. Governing law and dispute resolution

These Terms are governed by Estonian law, in its provisions applicable to contracts between professionals, to the exclusion of any consumer protection rules (see section 1).

Before any proceedings, the parties shall endeavour to settle their dispute amicably; the Client shall send their complaint to contact@capital-os.fr.

Failing agreement within 30 days, any dispute arising from or in connection with these Terms, including disputes concerning their validity, interpretation or performance, shall be finally settled by arbitration under the rules of the Arbitration Court of the Estonian Chamber of Commerce and Industry (Eesti Kaubandus-Tööstuskoja Arbitraažikohus), by a sole arbitrator. The seat of arbitration is Tallinn (Estonia) and the language of the proceedings is English. This clause does not prevent recourse to the courts of Tallinn for interim or protective measures.

17. Contact

For any question relating to an order, a subscription or an invoice: contact@capital-os.fr.

This English version is provided for convenience. The French version, conditions générales de vente, is the reference text and prevails in case of any discrepancy.