General Terms & Conditions for Clients

PREAMBLE

Via the platform operated at https://www.workgenius.com/de/ (hereinafter “Platform”), WorkGenius offers companies the opportunity to engage the services of independent professional specialists (hereinafter “Freelancers”) to execute assignments (hereinafter “Assignments”) posted by companies on the Platform. WorkGenius uses artificial intelligence, among other tools, to identify suitable Freelancers from the pool of registered users on the Platform, based primarily on data-driven matching.

The Client may select the Freelancers to whom specific Assignments will be awarded, whereby the awarding of Assignments is carried out via WorkGenius, and WorkGenius becomes the contractual partner of the engaged Freelancers. In addition to assignment placement, the Platform also enables the processing and management of assignments.

The Client wishes to use the services offered by WorkGenius via the Platform for awarding Assignments to Freelancers, handling assignments, and managing them.

For this purpose, the parties conclude this framework agreement governing the use of the Platform (hereinafter “Framework Agreement”).

1. SUBJECT OF THE AGREEMENT

1.1. This Framework Agreement governs the mutual rights and obligations of the parties concerning the use of the Platform. In particular, WorkGenius shall provide the services defined in Section 2. The Client shall pay the remuneration agreed in Section 6 for the use of the Platform (hereinafter “Software Fee”) and fulfill the other obligations set out in Section 7.

1.2. Details regarding the scope of services to be commissioned and the remuneration for commissioning Freelancers with the execution of individual services will be agreed separately between WorkGenius and the Client (hereinafter “Individual Agreement”). This Framework Agreement does not entail any obligation for the parties to conclude Individual Agreements. Details regarding the conclusion of Individual Agreements are set out in Section 3.

1.3. This Framework Agreement shall be final in connection with the Individual Agreements concluded. Deviating general terms and conditions of the Client shall not become part of the contractual relationship between WorkGenius and the Client. Any side agreements or other deviations from this Framework Agreement or the Individual Agreements must be agreed in writing.

1.4. In the event of conflicts or deviations between a provision in this Framework Agreement and a provision in an Individual Agreement, the provision in the Individual Agreement shall prevail with regard to the respective contractual relationship; however, this does not constitute an amendment to the Framework Agreement and does not affect other Individual Agreements.

2. SERVICES PROVIDED BY WORKGENIUS

2.1. WorkGenius shall provide the Client with the opportunity, via the Platform and in accordance with Section 3, to conclude Individual Agreements regarding the commissioning of Assignments to Freelancers registered on the Platform, to process awarded Assignments, and to manage Assignments collectively. For this purpose, the Client may post Assignments on the Platform. WorkGenius itself is not obligated to perform the commissioned services for the Client, but merely grants the Client the possibility to use the Platform to the agreed extent. This includes, in particular, the possibility to commission WorkGenius under Individual Agreements to enter into contracts with the

selected Freelancers for the execution of the Client’s individual Assignments (hereinafter “Freelancer Contracts”). WorkGenius shall provide the Work Result (as defined in Section 4.1) created by the Freelancer either directly through the Freelancer or via the Platform.

The Freelancers commissioned by WorkGenius to execute the Client’s Assignments shall work exclusively on a self-employed basis. No employment relationship shall arise between the Freelancer and WorkGenius or between the Freelancer and the Client.

2.2. To enable the use of the Platform, WorkGenius shall set up a Client account, store the Client’s master data (e.g., company name, address, billing email address, payment terms, VAT ID, as well as contact person with email address and phone number), and provide the Client with login credentials (hereinafter “Login Data”) via email for each user to access the Platform. The Login Data shall remain valid throughout the term of the Framework Agreement and may not be transferred.

2.3. The services provided by WorkGenius on the Platform shall include in particular:

2.4. Provision of access to the Platform by the Client via the internet with the following basic features and one (1) user license:

Client dashboard for self-management of relevant information;

Skill-based matching and “Book a Genius” (i.e., posting Assignments, AI-supported identification and selection of Freelancers, and conclusion of Individual Agreements for Assignments to selected Freelancers);

Automated payment (i.e., payment of Freelancers via WorkGenius based on the Freelancer Contracts concluded between WorkGenius and the Freelancers);

Personal support via email, support chat, and telephone, each Monday through Friday from 08:00 to 18:00 CET;

• • •

a. Provision of additional features and user licenses as defined in Annex 1 (e.g., “Bring Your Own Freelancer,” setup of expert teams, additional reporting features, additional tools for budget and team management);

b. Provision of online storage space for use of the Platform;

c. Onboarding of users designated by the Client and explanation of the key features by a WorkGenius employee during an online training session as defined in Annex 1;

d. Client access to the Platform shall occur exclusively via the provided Client account. Transfer of the software (e.g., via download to the Client’s hardware) is not part of the Agreement.

e. WorkGenius reserves the right to change the content and structure of the Platform and the corresponding user interfaces. As long as these changes improve or expand the Client’s usage possibilities compared to the services owed under this Framework Agreement (e.g., new features or upgrades of the Platform) and are not associated with an increase in the remuneration owed under Section 6.1, WorkGenius may implement such changes at its own discretion and without prior notice.

If the change does not improve or expand the Client’s usage possibilities, WorkGenius will only implement it if it does not impair the purpose of this Framework Agreement, or only insignificantly; WorkGenius shall inform the Client in due time about such changes.

f. WorkGenius shall strive to make the Platform continuously accessible via the internet. However, due to the technical nature of the internet, continuous accessibility of the Platform is not guaranteed. In particular, WorkGenius does not warrant successful access to the Platform if such access depends on services of third parties that are not used by WorkGenius for fulfilling its obligations under the Platform Agreement (e.g., Client’s access providers). •

g. The place of performance for all services to be rendered by WorkGenius under this Framework Agreement is Hamburg.

3. CONCLUSION OF INDIVIDUAL AGREEMENTS

3.1. If the Client wishes to commission a Freelancer via the Platform, the Client shall enter the relevant details of the desired Assignment into an assignment form provided on the Platform. This requires the Client in particular to specify the desired scope of services, expected deliverables, deadlines, required qualifications of the Freelancer, and the budget for the Assignment. Before concluding an Individual Agreement, the Client may delete or adjust a posted Assignment at any time to suit its needs.

3.2. WorkGenius shall propose suitable Freelancers for the execution of the Assignment. The proposals shall include the Freelancers’ core qualifications, availability, previous ratings by other users of the Platform, and the Freelancer’s hourly rate for the Assignment. The Client may then select the desired Freelancer. To evaluate potential collaboration, the Client may communicate with the proposed Freelancers in advance using the communication channels available on the Platform.

3.3. The selection of a Freelancer by the Client constitutes an offer by the Client to WorkGenius to conclude an Individual Agreement for commissioning a Freelancer under the conditions displayed. The Individual Agreement shall be concluded when WorkGenius confirms the Assignment via the Platform. WorkGenius will conclude a corresponding Freelancer Contract with the selected Freelancer based on the Client’s specifications. The handling of the Freelancer Contract – especially regarding invoicing and payment – shall be the responsibility of WorkGenius.

3.4. WorkGenius does not guarantee or otherwise warrant that a Freelancer will be available to accept the Assignment and makes no commitment that an Individual Agreement will be concluded for every open Assignment or that a Freelancer will be commissioned by WorkGenius.

If no suitable Freelancer is found within the deadline or due date specified by the Client when posting the Assignment, WorkGenius shall deactivate the Assignment on the Platform and notify the Client. The Client shall be able to view the deactivated Assignment and, if needed, repost it on the Platform. WorkGenius shall archive the deactivated Assignment for a period of six (6) months, delete it after the retention period, and notify the Client accordingly.

4. EXECUTION OF THE ASSIGNMENT AND QUALITY OF THE WORK RESULT

4.1. Depending on the scope of services of the respective Assignment, WorkGenius shall instruct the Freelancer to provide the Work Result owed under the Freelancer Contract either directly to the Client or to upload it to the Platform. In the latter case, WorkGenius shall make the Work Result delivered by the Freelancer available to the Client via the Platform for download. WorkGenius shall ensure that the Freelancer transfers or grants the Client the copyrights and usage rights to the Work Results in accordance with Section 8.4.

4.2. The Freelancer selected by the Client and commissioned by WorkGenius is responsible for the quality of the provided Work Result. WorkGenius is only responsible for commissioning the Freelancer according to the Client’s instructions and based on the primarily AI-supported selection process available on the Platform. WorkGenius is particularly not obligated to review or accept the Work Result delivered by the Freelancer.

Any complaints regarding the execution of the Assignment or the quality of the Work Result must be reported to WorkGenius without undue delay. Otherwise, the Client shall confirm to WorkGenius via email or via the Platform’s confirmation function that the Assignment has been duly executed.

Where the Freelancer Contract is subject to the German law of contracts for work and services (“Werkvertragsrecht”) or if acceptance has been agreed, such acceptance shall also apply between WorkGenius

and the Freelancer based on the Client’s confirmation. Services shall be deemed accepted even without explicit confirmation by the Client if the Work Result has been submitted and the Client does not reject acceptance within a reasonable time, citing a material and actually existing defect—or at least one that appears objectively likely—or if the Client uses the Work Result prior to acceptance.

In case of complaints or delays, WorkGenius shall make reasonable efforts to ensure that the Freelancer provides necessary corrections and shall assign to the Client any claims against the Freelancer arising from poor performance of the Freelancer Contract.

4.3. The Freelancer selected by the Client and commissioned by WorkGenius is responsible for meeting the deadlines specified by the Client in the Assignment. If the Freelancer is unable to meet agreed deadlines, the Freelancer shall notify the Client via the Platform without delay and indicate a new expected delivery date.

4.4. DThe Freelancer shall submit timesheets for the hours worked on a regular basis in accordance with the agreements made in the Individual or Freelancer Contract. It is the Client’s responsibility to review and either approve or reject the submitted timesheets within one (1) week.

Approved timesheets form the basis for calculating the remuneration under the Individual Agreements as described in Section 6.2. If the Client does not approve the submitted timesheets in whole or in part, both the Client and the Freelancer shall have the opportunity via the Platform to provide comments on the unapproved hours.

If no agreement is reached between the Client and the Freelancer regarding the reasonableness of the submitted hours, all hours submitted by the Freelancer shall generally be used as the basis for payment. This does not apply if there is objective evidence that the submitted number of hours is excessive or that services were rendered which are not covered by the Freelancer Contract. In such cases, the number of hours used as the basis for payment shall be adjusted accordingly.

4.5. Following completion of each Assignment commissioned under an Individual Agreement, the Client shall provide a rating of the Freelancer who executed the Assignment. This rating shall be incorporated into future selection processes on the Platform.

5. QUALIFICATION OF THE FREELANCER AND COMMUNICATION

5.1. Registration as a Freelancer requires that the Freelancer provides suitable information regarding their qualifications and substantiates this with meaningful documentation. WorkGenius is only obligated to verify the information, documents, and evidence provided by the Freelancer if there are concrete indications that such information, documents, or evidence may be incorrect.

5.2. The Client may influence which Freelancers are proposed for their Assignments by setting certain preferences (e.g., by specifying a minimum rating from other Platform users).

5.3. Before and during the execution of an Assignment, the Client may communicate with the proposed Freelancers via the communication channels provided on the Platform.

6. REMUNERATION

6.1. In return for the access granted to the Platform by WorkGenius, the Client shall pay a monthly Software Fee in the amount specified in Annex 1. The amount of the Software Fee depends on the scope of services agreed in accordance with Annex 1. The Software Fee shall be due for payment in advance.

6.2. As compensation for the commissioning of Freelancers under the concluded Individual Agreements, the Client shall pay the agreed remuneration to WorkGenius. The remuneration payable by the Client to WorkGenius

shall be calculated based on the hourly rates agreed between WorkGenius and the Client for the execution of the Assignment by the Freelancer.

WorkGenius shall retain the difference between the remuneration agreed with the Client and the remuneration agreed with the Freelancer under the Freelancer Contract as a commission share (hereinafter “Commission Share”). WorkGenius shall pay the Freelancer the remuneration due under the Individual Agreement, less the Commission Share, in return for delivery of the Work Result.

6.3. WorkGenius shall invoice the Client for the remuneration owed under this Framework Agreement and the Individual Agreements at the due date. WorkGenius reserves the right to issue consolidated monthly invoices for multiple Individual Agreements as well as the Software Fee. Unless otherwise agreed, invoices must be paid within fourteen (14) days.

6.4. Where advance payment has been agreed, WorkGenius may make the commissioning of Freelancers conditional upon the remuneration owed under the respective Individual Agreement (plus applicable VAT) being received in WorkGenius’s account or upon the Client having deposited a sufficient amount in advance (hereinafter “Credit Line”). In the case of a Credit Line, the available balance is reduced by the amount owed by the Client to WorkGenius.

Advance payments and deposits to establish or increase a Credit Line may be made by standard credit card, instant transfer, or PayPal.

6.5. All prices are exclusive of applicable VAT.

6.6. Upon expiry of agreed payment deadlines, the Client shall be deemed in default without the need for a separate reminder. The invoice amount shall bear interest during the period of default at the applicable statutory default interest rate – currently nine (9) percentage points above the base rate. Additionally, WorkGenius shall be entitled to claim a default fee of EUR 40.00 (gross). WorkGenius reserves the right to assert further default damages, against which the default fee shall be credited. The right to the statutory commercial default interest (§ 353 German Commercial Code – HGB) remains unaffected.

6.7. The Client may only offset counterclaims that are undisputed or legally established. A right of retention may only be asserted by the Client if it is based on the same contractual relationship.

7. OTHER OBLIGATIONS OF THE CLIENT

7.1. The Client is fully responsible for the content they upload to the Platform, in particular the service descriptions of the Assignments to be awarded and any instructions given to the Freelancer. If no suitable Freelancer can be found due to the Assignment description provided by the Client, it is the Client’s responsibility to adjust the description to modify the search and matching criteria.

WorkGenius is under no obligation to assess whether the commissioned scope of services is suitable for the Client’s intended purpose. WorkGenius shall not provide any Assignment-specific cooperation or issue any instructions to the Freelancer beyond the content uploaded by the Client and made available on the Platform.

7.2. The Client undertakes to provide accurate information regarding the Assignment (e.g., desired Work Result, deadline and due date, and the budget for the Assignment), to issue necessary instructions to the Freelancer where required, and to perform all acts of cooperation required for the Freelancer to execute the Assignment.

However, unless exceptionally required in individual cases due to the nature of the Assignment (e.g., the necessity of the Freelancer’s physical presence at the Client’s events), the Client shall not have authority to issue instructions to the Freelancer regarding their place of work or working hours.

7.3. The Client is responsible for ensuring that the content they provide is free of third-party rights and that the execution of the desired Assignments is legally permissible. The Client shall indemnify WorkGenius against all

claims asserted by third parties against WorkGenius due to violations of their rights and/or applicable laws as a result of the Client’s content. The Client shall assume all reasonable costs incurred by WorkGenius due to such violations, including reasonable legal defense costs.

All further rights and claims for damages by WorkGenius remain unaffected.

7.4. The Client shall keep their login credentials confidential and shall secure access to their Client account with due care. The Client shall ensure that its employees only use the Client account with care and in compliance with this Framework Agreement. In particular, access to the Client account is only permitted to those employees for whom user licenses have been obtained. Login credentials may not be shared with other employees.

Only the number of user licenses agreed in accordance with Section 2.3 b) shall be available. The Client shall notify WorkGenius immediately if there is any indication of misuse of its Client account by third parties.

Once WorkGenius becomes aware of unauthorized use of the Client account, it shall block access for the unauthorized user. WorkGenius reserves the right to change the Client’s login credentials and shall inform the Client of such changes promptly via email.

8. COPYRIGHT AND USAGE RIGHTS

8.1. The copyright and exclusive usage rights to published works created by WorkGenius (websites, scripts, programs, graphics) remain solely with WorkGenius.

8.2. Upon conclusion of the Framework Agreement, WorkGenius grants the Client a non-exclusive, geographically unlimited right to use the Platform for its own purposes in accordance with the agreed scope during the term of the Framework Agreement. Further rights, especially the right to reproduce beyond what is necessary for contractual use, are not granted. Any rights pursuant to Sections 69d (2) and (3), and 69e of the German Copyright Act (UrhG) remain unaffected.

8.3. Reproduction or use of elements of the Platform in other electronic media or printed publications, especially on other websites, is not permitted without the express written consent of WorkGenius. Comprehensive copyright, with all entitlements under Sections 12 to 27 of the German Copyright Act (UrhG), to all documents, information, and contractual materials created during contract negotiations and execution shall remain solely with WorkGenius, unless otherwise agreed in writing.

8.4. WorkGenius shall ensure through appropriate contractual provisions with the Freelancer that, upon payment of the Freelancer’s remuneration, the Freelancer grants the Client a non-exclusive, perpetual, irrevocable, transferable, sublicensable, and geographically unrestricted right to use the delivered Work Results for the Client’s purposes, to reproduce, edit, combine with other programs and materials, and transfer them to third parties.

To the extent legally possible, this also includes pre-existing works—particularly know-how, methods, or tools used by the Freelancer in producing the Work Result under the Freelancer Contract.

9. RIGHTS OF WORKGENIUS TO DELETE CONTENT, BLOCK CLIENT ACCOUNTS, ETC.

9.1. WorkGenius shall be entitled to take the following measures if the Client violates this Framework Agreement, the provisions of the Individual Agreements, statutory provisions, or the rights of third parties, or if there are concrete indications of such a violation, or if WorkGenius has another legitimate interest:

(a) Deletion or deactivation of content posted by the Client on the Platform (in particular, deletion or deactivation of posted Assignments),

(b) Warning of the Client,

(c) Restriction of the Client’s use of the Platform,

(d) Temporary suspension of the Client account, and

(e) Extraordinary termination of this Framework Agreement and permanent suspension of the Client account.

9.2. When choosing the appropriate measure, WorkGenius shall reasonably consider the Client’s legitimate interests, especially whether there are indications that the Client is not at fault for the violation. WorkGenius shall inform the Client about the measure via email and provide the opportunity to respond.

10. NON-SOLICITATION CLAUSE

10.1. During the term of this Framework Agreement and for a period of twelve (12) months after its termination, the Client may only engage a Freelancer registered on the Platform outside of the Platform upon payment of a separate fee to WorkGenius. This also applies in cases of indirect engagement, e.g., where the Freelancer is referred to affiliated companies or other third parties.

The fee owed to WorkGenius shall amount to 27.5% of the net daily rate for the entire term of the Assignment that was arranged outside the WorkGenius platform.

10.2. If the Client employs a Freelancer registered on the WorkGenius Platform on a permanent basis during the term of the Framework Agreement or within twelve (12) months after its termination, the Client shall owe WorkGenius a one-time placement fee. The same applies if the Client hires an employee of WorkGenius.

The placement fee shall be calculated based on the Freelancer’s gross annual salary according to the following schedule: