Contract for Freelance Services
concluded between
Cloudworkers AG
Brügglistrasse 11c
8852 Altendorf
Schweiz
– hereinafter “Company”–
and
Mr. / Ms. esther michael, resident in
– 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 - 07 - 14 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
datenschutz@[Link].
Signed at: 07-14-2024 05:44 pm UTC
