Contract for

Freelance Services
concluded between

Cloudworkers AG
Brügglistrasse 11c
8852 Altendorf
Schweiz

– hereinafter “Company”–

and

Mr. / Ms. Dennis Macharia, resident in Kenya

– hereinafter “Freelancer”–

– collectively “Parties”–

§ 1 Description of tasks

(1) The Freelancer works for the Company as an host in virtual

communities. The task of the Freelancer is to encourage the
customers to use the relevant community intensively and
permanently.

(2) As part of the virtual communities, various providers in

different countries provide platforms which enable their users to
communicate with each other. By accepting the commission of
the company, the Freelancer agrees to use the platform in order
to communicate with its users and react to their questions,
conversation topics and wishes in order to engage with the user in
a pleasant manner. If the user so wishes (and if permitted), the
conversation can also relate to erotic fantasies.

(3) When communicating with users, the Freelancer is obliged to

comply with the laws applicable in the country where the
community is situated. In particular, the Freelancer is expressly
prohibited from:

 persuading the user to commit a (sexual) offence or

supporting the user’s decision to commit such an offence.
 encouraging the user to fantasise about the commission of
such an offence
 “simulating” the commission of such an offence with the
user
 sending users who under 18 years of age messages whose
content is likely to damage the moral and psychological
development of underage users.
 encouraging users under 18 years of age to use the relevant
service in question, since it cannot generally be assumed
that minors are capable of correctly estimating the costs of
the services offered.
 offering contents on social networks that conflict with the
Company’s interests, especially contents which may
negatively affect its image.
 concluding transactions in the Company’s name and giving
the impression to third parties that he can or may act as its
representative.

(4) When sending messages, the following rules must be complied

with:

A Freelancer may not send messages containing the telephone

number and / or email addresses of third parties. A Freelancer
may only send his own telephone number and / or email
addresses if he wishes to meet the user in question. In this case,
the Freelancer agrees to immediately inform the Company of the
user he has sent his private contact details to in order to arrange
a meeting. The Company will treat this information with the
utmost confidentiality and delete the same after one week.

The Freelancer may not give users the telephone numbers of third
parties or fabricated telephone numbers and/or email addresses
even if this is their express wish. In particular, the Freelancer may
not refer users to telecommunications-based value-added offers.

(5) The Freelancer is free to meet users of the individual

platforms. Any meeting that takes place does not have any
connection to the tasks performed for the Company, which
therefore remains free of liability in this respect. The Freelancer is
expressly prohibited from suggesting a meeting without seriously
intending to do so.

§ 2 General performance of the contract

(1) The work will be performed online using the module provided
by the service provider. The Freelancer shall log himself into the
respective module using his individual password. This ensures
that the Freelancer’s access is restricted to him alone. It is strictly
prohibited for third parties to log themselves into the module
using the Freelancer’s password. An existing internet connection
is required in order to send and receive messages. The Freelancer
shall bear all costs incurred when carrying out the tasks of the
Company (especially for hardware and software). The Freelancer
does not have any claim for reimbursement from the Company in
this respect.

(2) The Freelancer is free to determine his place of work.

(3) The Freelancer arranges his own working time. The Company
does not impose any restrictions or conditions in this respect.
However, any commission which the Freelancer accepts from the
Company must be completed within the agreed time-frame.

(4) The Company is under no obligation to offer the Freelancer

commissions which he is capable of carrying out. Accordingly, the
Company is also not obliged to compensate the Freelancer for any
commissions he is not offered.

(5) When performing the agreed tasks, the Freelancer will not be
subject to any instructions by the Company and does not have
the right to issue any instructions to employees of the Company.

(6) Before subcontracting or involving third parties, the consent of

the Company must be obtained, which it may not unreasonably
withhold.

(7) In respect of all activities, the Freelancer is obliged to

safeguard the interests of the Company at all times and not do
anything which could injure the company (especially owing to
claims by third parties). The Freelancer is liable to the Company
for any breach of duties caused by minor negligence. The
Freelancer also agrees to indemnify the Company for any
potential third party claims owing to his conduct. The indemnity
also covers any other loss which may occur to the Company in
connection with the Freelancer’s conduct. Furthermore, the
Freelancer bears all costs incurred by the commencement and/or
defence of claims by or against third parties (especially the costs
of legal counsel and court costs).

§ 3 Remuneration / invoicing / taxes

(1) Depending on the task the Freelancer has accepted, he shall

be paid the agreed amount of remuneration for the same. The
remuneration covers all expenses.
(2) Remuneration is paid monthly. The Freelancer shall issue an
invoice for his services in the following month. The Company shall
pay the invoice within 10 working days after the receipt of the
invoice, unless there is reasonable doubt as to its accuracy.

(3) The Freelancer is solely responsible for paying duties and

taxes relating to his activity, (especially taxes for income and
turnover), unless the Company is the original tax debtor as
stipulated by the tax laws of the relevant state.

(4) The Freelancer agrees to arrange his own health insurance

and pension scheme as well as all other social security payments.

(5) The Parties hereby agree that the amount of the remuneration
shall be calculated on the basis of a freelance relationship. In the
event that the Freelancer applies for a declaration of employee
status or if a third party establishes employee status, the
Freelancer shall be obliged to repay the difference between the
total remuneration paid on the basis of this agreement and the
remuneration corresponding to employee status. Consequently,
he shall bear the full amount of any additional contributions
payable by the Principal owing to the finding of employee status
(including the respective social security contributions of the
employee and employer). The amount to be repaid is due
immediately once the declaratory judgement is final.

§ 4 Duty of Confidentiality / Exclusivity

(1) The Freelancer agrees to keep all confidential information and

operations of which he becomes aware during his activity for the
Company secret both during and after the freelance relationship
and not to use it to his own advantage. This particularly includes
future development plans, customer lists and other media
containing company secrets, technical operations and any
information concerning operator services and business models
(2) “Media”, within the meaning of para.1, particularly relates to
training and other documents; it also includes any applications
which the Freelancer uses or obtains knowledge of in order to
perform or support his contractual tasks within the meaning of § 2
of this contract as well as the Company’s electronic mail and the
information contained therein. Information or documentation
which the Company classifies as confidential or which it would
have classified as such from an objective point of view, shall also
be deemed confidential.

(3) The Freelancer irrevocably agrees that, should he breach this

provision, he will pay the Company a contractual penalty of 5,000
euros (in words, five thousand euros) in respect of each incident.

(4) The foregoing shall not prejudice any claims for additional
loss.

(5) Any documents / information already published (other than by

unlawful disclosure) or generally accessible to the public are not
considered confidential.

§ 6 Data Protection

(1) The Freelancer is obliged to implement and comply with the

applicable provisions relating to data protection, particularly
those of the General Data Protection Regulation, EU 2016/679
(GDPR). If any other national provisions of data protection are
applicable besides the GDPR (e.g. the Data Protection Act (DPA)
2018), the Freelancer shall also be responsible for complying with
the same. In particular, the Freelancer will:

 take appropriate technical and organisational measures to

prevent any unauthorised and unlawful processing of
 personal data and the accidental loss or damage of personal
data;
 only process personal data for the purposes for which the
data was collected;
 immediately notify the Company if he becomes aware of any
breaches of data protection relating to the processing of
personal data;
 immediately return all documents received from the
company once the contractual relationship between the
Parties has ended. If it is not possible to return the
documents after the contract has ended (e.g. in the case of
electronically transmitted documents), the data contained in
the documents must be irrevocably erased using the latest
technology.

(2) Irrespective of para. 1 above, the agreement on data

protection contained in Annex 1 of this contract applies between
the parties and forms part of this contract. By signing the
contract, the Freelancer accepts this agreement.

(3) The Company processes the Freelancer’s personal data in

compliance with the applicable data protection provisions
according to the Company’s data protection policy. The
Freelancer agrees to the collection, processing, use and storage
of his personal data to the extent necessary to perform the
contract. Otherwise, the Company’s Data Protection Policy
Relating to Freelancers (attached to this Contract as Annex 2),
applies and forms part of this contract.

§ 7 Term of the contract

(1) This contract takes effect on 2024 - 01 - 25 and shall continue

for an indefinite period.

(2) Subject to a two-week notice period, the freelance relationship

may be duly terminated by either party by the end of the
following month. This does not affect the right to extraordinary
termination for an important reason. Termination shall be made in
writing.

(3) In the case of termination, the Freelancer must make available

all data that is not in the possession of the Company and
irrevocably erase it. Upon request, the Freelancer shall confirm
the same by at least providing a written statement to this effect.

§ 8 Place of performance, judicial venue

The place of performance is Altendorf, Switzerland. To the extent

permissible by law, it is agreed that Altendorf, Switzerland shall
also be the judicial venue for all disputes arising from and in
connection with this contract and its performance.

§ 9 Final provisions

(1) Amendments, addendums and ancillary agreements must be

made in writing in order to be legally effective. This also applies
to the cancellation of the requirement of written form itself. There
are no oral ancillary agreements.

(2) If individual provisions of this contract are or become invalid,

or if there is a gap in the contract, this shall not affect the validity
of the remaining provisions. In place of the invalid agreement, or
in order to fill the gap, an appropriate provision shall be inserted
to the extent permitted by law and which corresponds as far as
possible to what the contractual partners intended or would have
intended, within the meaning and purpose of this contract, had
considered this point

(3) The Parties agree to apply German law to this agreement. If

this contract is translated into another language, the German
edition shall prevail in cases of doubt.

Annexes: Annex 1: Data Protection and Confidentiality

Agreement for Freelancers Annex 2: Data Protection Policy
Relating to Freelancers

Annex 1

Data Protection Agreement for Freelancers

Preamble
The Company engages the Freelancer to provide the services
described in greater detail in the Contract for Freelance Services.
Thereby, the Freelancer may gain knowledge of personal data.
This agreement regulates the handling of personal data and the
Company’s right of instruction in this respect. The right of
instruction relates exclusively to the processing of personal data.
Otherwise, the Freelancer provides his services free of
instructions.

This is a binding agreement which determines the handling of

personal data.

§ 1 Data protection

(1) If the Freelancer has or had access to personal data while

performing services for the Company, he shall process personal
data only in accordance with the latter’s instructions.

(2) The Company is entitled to issue separate instructions to the

Freelancer at any time concerning the processing of personal
data. This particularly pertains to criteria for taking appropriate
and reasonable technical and organisational measures to ensure
data security. Otherwise, the Freelancer provides his services free
of instructions in accordance with the relevant contractual
agreements.

(3) Notwithstanding separate instructions, the Freelancer shall

take all necessary technical and organisational measures. The
Freelancer must protect any information he receives from the
Company by taking appropriate and specific measures to prevent
access by unauthorised persons.

(4) The Freelancer shall immediately return all documents he has

received from the Company when the contractual relationship
between the Parties ends. If it is not possible to return the
documents at the end of the contractual relationship (e.g. in the
case of documents transmitted electronically), the data contained
in the documents shall be irrevocably erased using the latest
technology.

(5) The Freelancer shall only copy or otherwise reproduce the

information or personal data received to the extent necessary
(e.g. in order to backup data).

§ 2 Engagement of third parties

(1) If the Freelancer wishes to engage third parties, who are not
his employees, to perform services in order to fulfil his contractual
obligations towards the Company, he shall obtain the prior
consent of the Company, which the latter may not unreasonably
withhold.

(2) If the Company gives its consent, the Freelancer shall

contractually bind the third parties in writing to comply with all
duties in this agreement. The Freelancer shall provide evidence of
this obligation to the Company if requested. The Freelancer shall
only provide these third parties with the information they need to
perform their specific tasks.

§ 3 Term of agreement

All obligations arising from this agreement shall continue to apply

once the Freelancer’s activity has ended.

Annex 2

Data Protection Policy Relating to Freelancers

I. Name and address of the controller

The controller, within the meaning of the General Data Protection

Regulation and other national data protection laws of the Member
States and other provisions of data protection law, is:

Cloudworkers AG
Brügglistrasse 11c,
8852 Altendorf,
Schweiz

Represented by: Oscar Broghammer

Telefon: +41 55 508 73 44
II. General provisions on data processing

1. Scope of processing personal data

We only process the personal data of our Freelancers if this is

necessary to establish the freelance relationship or, once the
freelance relationship has been established, to perform or
terminate the same.

2. Legal basis for processing personal data

We process the personal data of Freelancers for purposes of the

freelance relationship on the basis of Art. 6 (1) (b) GDPR and, if
necessary, Art. 88 GDPR (provided the national legislator has
used the opening clause under this provision), together with the
applicable national provisions.

The legal basis for obtaining an individual’s consent to the

processing personal data is provided by Art. 6 (1) (a) GDPR.

If processing is required to protect a legitimate interests of the

controller or third party and if these interests are not outweighed
by the interests, fundamental rights and freedoms of the data
subject, then Art. 6 (1) (f) GDPR shall provide the legal basis for
processing.

3. Collection and storage of personal data as well

as the nature and purpose of its use
We generally process the following data:

 salutation, first name, surname,

 email address,
 address,
 telephone number (landline or mobile),
 email address,
 date of birth,
 nationality,
 bank details,
 professional qualifications,
 other information required for performing the contractual
relationship.

This data is processed in particular to:

 establish the freelance relationship with you

 perform the freelance relationship after it has been
established
 terminate the freelance relationship,
 correspond with you and
 pay your remuneration.

4. Deletion of data and storage duration

The personal data of the Freelancer shall be deleted or blocked as

soon as the reason for collection and storage has lapsed. This will
generally be the case once the freelance contract has ended.
Storage can continue if the European or national legislator has
provided for the same in Union regulations, laws or other
provisions that bind the controller. In this case, the data will be
blocked or deleted once the storage period stipulated by the
aforementioned norms expires.
5. Recipients of personal data

The personal data will be transmitted to the authorities and public

bodies in accordance with the statutory duties of disclosure (e.g.
tax regulations). In addition, personal data may be transmitted to
the advisers of the controller who are bound to confidentiality
(e.g. tax advisers), if this is required in individual cases.

6. Automatic decision-making and profiling

There is no automated decision-making and profiling.

III. Rights of the data subject

If your personal data is processed, you will be a data-subject

within the meaning of the GDPR and have the following rights
against the controller:

 to demand information about the personal data we process

in accordance with Art. 15 GDPR. In particular, you may
request information about the purposes of processing, the
categories of personal data concerned, the categories of
recipient to whom your data has been or will be disclosed,
the envisaged period of storage, the existence of a right to
rectification, erasure, or restriction of processing or
objection, the existence of a right to lodge a complaint, the
source of your personal data (if we have not collected it), as
well as the existence of automated decision-making
(including profiling) and, if applicable, meaningful
information on the details of such data.
 To demand the immediate rectification of incorrect personal
data or completion of incomplete personal data stored by us
in accordance with Art. 16 GDPR;
 To demand the erasure of personal data stored by us in
accordance with Art. 17 GDPR, unless processing is required
to exercise the right of freedom of expression and
information, to comply with a legal obligation, for reasons of
the public interest or to establish, exercise or defend legal
claims;
 To demand the restriction of the processing of your personal
rights in accordance with Art. 18 GDPR if you dispute the
accuracy of the personal data, the processing is unlawful
and you oppose its erasure and we no longer need the data
but you require it in order to establish, exercise or defend
legal claims or you have objected to processing in
accordance with Art. 21 GDPR;
 To demand that you receive the personal data you provided
in a structured, commonly used and machine-readable
format or its transmission to another controller;
 To withdraw your consent given to us at any time in
accordance with Art. 7 (3) GDPR. As a result, we will not be
allowed to continue processing the data to which the
consent relates;
 To lodge a complaint with a supervisory authority in
accordance with Art. 77 GDPR. As a rule, you may approach
the supervisory authorities of your habitual place of
residence or the competent supervisory authorities.
 If your personal data is processed on the basis of a justified
interest according to Art. 6 (1) (f) GDPR, to exercise your
right under Art. 21 GDPR, to object to the processing of your
personal data if there are grounds for doing so arising from
your particular situation, or to object to processing for direct
marketing purposes. In the latter case, you have a general
right to object which we will act on regardless of your
particular situation. You may exercise your right to object by
sending an email to [email protected].