General Terms and Conditions for Partnership

Mndwrk ‘Diamond Partner’

hereinafter: “Agreement”

1. General Information

These General Terms and Conditions for Partnership (hereinafter: “GTCP”), together with the Privacy Policy and GTC, contain the general terms and conditions of partnership between the operator of the Mndwrk Platform (hereinafter: “Provider”) and its implementation partners hereinafter: “Partner”.

Name of the  Provider: Mndwrk Technologies Ltd.

Represented by: Attila Kiss, managing director with sole signatory powers

Registered seat of the Provider: 1119 Budapest, Andor utca 21/C.

Company registration number of the Provider: 01 09 293537

E-mail address of the Provider: hello@mndwrk.com

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Provider and Partner are hereinafter collectively referred to as the “Parties”.

2. Subject of the Agreement

2.1. The Provider authorizes the Partner to make available the cloud-based B2B electronic marketplace solution (Mndwrk Platform) to its customer base under terms and conditions freely determined by the Partner. The Platform is a system specialized for sourcing IT services and supplier collaboration.

2.2. The Provider further authorizes the Partner to offer promotional services of the Mndwrk Platform (including Platform Services, Campaigns, and Events) to supplier partners under conditions freely determined by the Partner. The Provider shall be entitled to a sales commission on transactions concluded through the marketplace paid by the Partner.

2.3. The Partner shall perform promotion and sales activities in accordance with the terms and conditions set forth in this Agreement.

3. Sales Rights and Territory

3.1. The Partner shall be entitled, on a non-exclusive basis and without territorial limitation, to represent, introduce, and distribute the Mndwrk Platform.

3.2. The Provider reserves the right to enter into similar agreements with other partners.

3.3. With the Provider’s approval, the Partner may be granted representation rights for the Mndwrk brand limited to certain geographical or industry markets. Such rights may be revoked by the Provider in accordance with the general provisions on termination and modification of this Agreement.

4. Lead Management

4.1. The Partner shall record data of potential clients and reseller partners (including name, company, contact details, and subject of interest) in writing or via the CRM system provided by the Provider.

4.2. A client or reseller partner shall be exclusively allocated to the Partner who first recorded it in the system, provided that the interest is genuine.

4.3. The allocation shall remain valid for 365 days. Each invoiced business transaction with the client or reseller partner extends the allocation by an additional 365 days.

5. Pricing and Settlement

5.1. The Partner shall pay the Provider a standard 5% commission on sales realized through the Mndwrk Platform. The Parties may deviate from this arrangement in specific cases or under a general agreement.

5.2. The commission shall be payable by the Partner within 30 days after receiving revenues from the customer.

6. Liability

6.1. The Parties’ financial liability shall be limited to twice the monetary value of the business profit arising from the specific project.

7. Obligations of the Partner

7.1. The Partner shall use the Provider’s current product descriptions, marketing materials, and textual and visual brand elements.

7.2. The Partner shall not modify the content or terms of the services without the Provider’s prior approval.

7.3. The Partner undertakes to protect and, where possible, enhance the Provider’s business interests and reputation.

8. Obligations of the Provider

8.1. The Provider shall provide the Partner with necessary information, training, and marketing support.

8.2. The Provider shall support the Partner’s sales activities throughout the term of the Agreement.

9. Intellectual Property

9.1. The trademarks, design elements, and know-how of the Mndwrk Platform shall remain the exclusive property of the Provider.

9.2. The Partner may use these solely for sales purposes and only during the term of this Agreement.

10. Confidentiality

10.1. The Parties shall not disclose to third parties any confidential information obtained in the performance of this Agreement and shall use such information solely for fulfilling their obligations hereunder.

11. Settlement After Termination

11.1. Termination of this Agreement shall not affect closed but not yet invoiced transactions as of the termination date.

11.2. The Parties shall settle such transactions under the original terms and conditions.

12. Term and Termination

12.1. This Agreement is concluded for an indefinite term and may be terminated by either Party with 30 days’ written notice.

12.2. In the event of material breach of this Agreement, either Party shall be entitled to terminate it with immediate effect.

12.3. Termination of the Agreement shall not affect transactions that have already been concluded but not yet invoiced at the time of termination. The Parties shall settle such transactions under the original terms and conditions.

13. Governing Law and Jurisdiction

13.1. This Agreement shall be governed by and construed in accordance with the laws of Hungary.

13.2. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the competent Hungarian courts.

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