OPTIMAL COMMERCE LIMITED

3/F, Chinachem Tower 34-37 Connaught Road Central, Central Hong Kong
accounting@optimalcommerce.co

Contractor Agreement

1. Parties

This Contractor Agreement ("Agreement") is made and entered into as of the 11th December,
2023, by and between:

Optimal Commerce Limited, an entity incorporated in the Hong Kong, with its principal place of
business at the 3/F, Chinachem Tower 34-37 Connaught Road Central, Central Hong Kong,
hereinafter referred to as the "Company”, and

Dixie Mark Guaring, residing in the Philippines, hereinafter referred to as the "Contractor".

2. Term of the Agreement

This Agreement shall commence on 11th December, 2023 and shall remain in effect until the
completion of the services or the termination by either party, subject to the terms outlined in
this Agreement.

3. Scope of Work

3.1 The Contractor shall provide services to the Company in accordance with the scope of work
specified in Annexure A. Annexure A contain a detailed description of the specific services, tasks,
and deliverables to be performed by the Contractor during the term of this Agreement.

4. Payment

4.1 In consideration of the services provided by the Contractor, the Company shall pay the
Contractor a total sum of USD $700, payable on a monthly basis.

4.2 In addition to monthly compensation, the Contractor will be eligible for a daily performance
bonus based on the performance metrics of the Company.

4.3 Any additional hours worked beyond regular working hours (as stated in the ‘Working Hours’
section) will be compensated at a rate of 1.5 times of base compensation. However, the
Contractor is required to work at least 1.30 minimum additional hours to be eligible for overtime
compensation.
4.4 The Company shall reimburse the Contractor for any pre-approved, reasonable, and
necessary expenses incurred in the performance of the services, subject to the submission of
valid expense receipts and in accordance with the Company's expense reimbursement policy.

4.5 The Contractor's payment will be remitted to their Payoneer Account unless the Company
explicitly allows an alternative payment method.

4.6 All payments made to the Contractor under this Agreement shall be subject to any applicable
taxes, and the Contractor shall be solely responsible for reporting and remitting such taxes.

5. Time Tracking

5.1 The Company enforces the use of Hubstaff software to track time, making it obligatory for
the Contractor to record 100% of their working hours during each shift using this platform.

5.2 The Contractor's payment will be directly linked to the hours tracked in the Hubstaff software,
ensuring that their compensation aligns with the actual time spent on work tasks.

5.3 The Company also monitors productivity during working hours using Hubstaff software.
Please ensure to pause Hubstaff before taking any breaks.

5.4 Upon the commencement date of the contract, the Company will facilitate a smooth
onboarding process for the Contractor by providing them with a link to download the Hubstaff
software and create their account.

6. Working Hours

6.1 Company operates 5 days a week. And Contractors' shifts will be rotational.

6.2 Contractor is required to work a minimum of 7.30 hours on a daily basis. Depending upon the
nature of the work, the Contractor may be required to work additional hours or as may be
necessary for the proper performance of the Contractor's duties.

6.3 As stated in the ‘Payment’ section, any additional hours worked beyond regular daily working
hours will be compensated at a rate of 1.5 times of base compensation. However, the Contractor
is required to work at least 1.30 minimum additional hours to be eligible for overtime
compensation.

6.4 In case the Contractor remains absent without prior permission for two consecutive days, it
will be presumed that Contractor has abandoned the services of the Company and as such,
services shall be deemed to be terminated without any notice or intimation. Further suitable
action as per the terms of this agreement shall be initiated.
7. Independent Contractor Status

7.1 The Contractor will be an independent Contractor and not an employee, worker, or agent of
the Company, and nothing in this Agreement shall be construed to create an employment
relationship between the parties.

7.2 As an Independent Contractor, the Contractor will have no authority to enter into agreements
that bind the Company or create obligations on the part of the Company without prior written
authorization of the Company.

7.3 The Contractor shall be solely responsible for all taxes, insurance, and other statutory
obligations arising from the performance of the services under this Agreement, and the
Contractor shall indemnify and hold the Company harmless from any claims or liabilities related
to such obligations.

8. Confidentiality

8.1 The Contractor agrees not to disclose any confidential or proprietary information of the
Company, including but not limited to trade secrets, customer lists, financial data, marketing
strategies, technical know-how, and other sensitive information (collectively, "Confidential
Information"), both during the term of this Agreement and indefinitely thereafter.

8.2 The Contractor shall use the Confidential Information solely for the purpose of performing
the services under this Agreement and shall take all necessary precautions to prevent
unauthorized disclosure or use of the Confidential Information.

8.3 The obligations of confidentiality shall not apply to information that:

a) Was already known to the Contractor at the time of disclosure;

b) Becomes publicly available through no fault of the Contractor;
c) Is independently developed by the Contractor without reference to the Confidential
Information; or
d) Is required to be disclosed by law, provided that the Contractor promptly notifies the Company
of such requirement and cooperates with the Company's efforts to protect the confidentiality of
the information.

9. Data Protection

9.1 The Contractor shall comply with all applicable data protection laws and ensure that personal
data processed on behalf of the Company is handled lawfully and securely.

9.2 The Contractor will only process personal data as instructed by the Company, for the sole
purpose of fulfilling the services outlined in this agreement. They shall not disclose or transfer
any personal data to third parties without the Company's prior written consent, except as
required by law.
9.3 The Contractor shall implement and maintain appropriate security measures to safeguard the
personal data and promptly notify the Company of any data breaches or security incidents.

9.4 The Contractor will assist the Company in responding to data subject requests, such as access,
rectification, erasure, restriction, or portability of personal data.

9.5 The Contractor shall retain personal data only as long as necessary for the services and
promptly return or securely dispose of the data after termination or completion of services.

9.6 Upon request, the Contractor shall provide the Company with relevant information to
demonstrate compliance with data protection laws, including assessments and results of security
audits.

9.7 The Contractor shall indemnify the Company against any claims, damages, losses, or liabilities
arising from their breach of data protection provisions or applicable data protection laws .

10. Termination

10.1 Both parties have the unilateral right to terminate this Agreement at their discretion,
without the need to provide a specific reason.

10.2 Termination can be initiated by either party by providing written notice to the other.

10.3 The termination of this Agreement shall not relieve either party of any obligations or
liabilities that have accrued prior to the effective date of termination.

11. Indemnification

11.1 The Contractor shall indemnify and hold the Company harmless from and against any and
all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees)
arising from or related to the Contractor's breach of this Agreement, negligence, willful
misconduct, or violation of any applicable laws or regulations.

11.2 The Company shall indemnify and hold the Contractor harmless from and against any and
all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees)
arising from or related to the Company's breach of this Agreement or its failure to comply with
any applicable laws or regulations.

12. General

12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the
laws of the Hong Kong, without regard to its conflict of laws principles. The language of the
Jurisdiction shall be English.

12.2 Severability: If any provision of this Agreement is held invalid or unenforceable by a court
of competent jurisdiction, the remaining provisions of this Agreement will remain in full force
and effect, and the provision affected will be construed so as to be enforceable to the maximum
extent permissible by law.

12.3 Notices: All notices required or permitted under this Agreement will be in writing, will
reference this Agreement, and will be deemed given when delivered via e-mail. All such notices
will be sent to the e-mail addresses as may be specified by either party to the other party.

12.4 Assignment: Neither party may assign or otherwise transfer the agreement without the
prior express written consent of the other. Neither party will directly or indirectly agree to assign
nor transfer to a third party any claim against the other party arising out of this agreement.
Subject to the foregoing, this Agreement will bind and benefit the parties and their respective
successors and assigns.

12.5 Non-Solicitation: During the term of this Agreement and for a period of 1 year following its
termination, the Contractor shall not, directly or indirectly, solicit or attempt to solicit any
employees, Contractors, of the Company for employment, engagement, or business purposes,
without the prior written consent of the Company.

12.6 Amendment: No modification, amendment or waiver of any provision of the terms of this
Agreement shall be effective unless it is made in writing and duly signed by each of the Parties
hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as of the date
first above written.

For Optimal Commerce Limited

Dixie Mark Guaring

_________________________ ____________________________

Authorized Signatory Contractor’s name and Signature:

 Annexure A

Scope of Work

Designation: Sr. Customer Service Representative

Description of Services:

1. Customer Support:

 Responding to customer inquiries, concerns, and complaints through various channels as

per Company policy in a timely and courteous manner.
 Offering accurate information about Company products, pricing, and promotions.
 Assisting customers in filling out online questionnaires.

2. Order Management:

 Processing customer orders, ensuring accuracy and completeness of information.

 Assisting customers in tracking shipments and arranging re-shipments when necessary.
 Managing order modifications, cancellations, and returns.
 Identifying opportunities to upsell products to customers based on their needs.

3. Customer Feedback and Surveys:

 Actively seeking customer feedback to identify areas for improvement.

 Encouraging customers to participate in satisfaction surveys or product reviews.

4. Knowledge Management:

 Maintaining a comprehensive understanding of Company products, services, and policies to

provide accurate information to customers.
 Keeping abreast of updates, and changes in product offerings.

5. Administrative Tasks:

 Documenting customer interactions, inquiries, and resolutions accurately in the CRM

system.
 Maintaining customer databases and ensuring data integrity.
 Generating reports and providing insights on customer interactions as required.

6. Professional Development:

 Participating in training sessions and workshops to enhance customer service skills.

 Keeping up-to-date with industry trends and best practices in customer service.

Note: This scope of services is not exhaustive and may evolve over time based on business needs
and industry developments. As a Customer Service Representative, you are expected to adapt and
contribute to the continuous improvement of our customer service operations.