Terms of Service — Companies & Employers

Xpreso Recruiting GmbH

Merantix AI Campus, Max-Urich-Straße 3, 13355 Berlin, Germany

HRB: 285652 B, Amtsgericht Charlottenburg

E-mail: hq@xpreso.ai

('Xpreso', 'we', 'us', 'our')

2.1 'Services' means the Xpreso recruitment platform, AI-powered candidate matching, shortlisting, and employer-facing features.

2.2 'Job Seeker' or 'Talent' means a registered individual using Xpreso to find employment.

2.3 'Introduction' means the formal sharing of a Talent's profile with a Company via Xpreso, following the Talent's explicit opt-in for that Company.

2.4 'Successful Hire' has the meaning set out in Section 5.

2.5 'Annual Base Salary' means the fixed gross annual base salary agreed between the Company and the Talent upon hire, excluding bonuses, commissions, equity, benefits, and all other variable compensation.

2.6 These Terms are governed exclusively by the law of the Federal Republic of Germany.

2.7 These Terms are provided in English. A German-language version is available on request. In the event of any ambiguity, the German version governs.

3.1 To use the Services, your organisation must register for a Company account. The person registering warrants they have authority to bind the Company to these Terms.

3.2 You must provide accurate and complete registration information, including your company's legal name, registered address, VAT identification number (where applicable), and primary contact details. You must keep this information current.

3.3 You are responsible for all activity that occurs under your account and for maintaining the security of your credentials.

3.4 We may refuse or withdraw access at our reasonable discretion, particularly in cases of misuse.

4.1 Xpreso provides AI-powered recruitment services: matching your hiring requirements with eligible Talents and, where a Talent opts in, facilitating an Introduction.

4.2 Xpreso acts as an independent intermediary. We do not act as a staffing agency or employer of record. Any employment or engagement relationship is solely between your Company and the Talent.

4.3 We do not guarantee a minimum number of Introductions, candidates, or Successful Hires.

4.4 Xpreso reserves the right to modify, suspend, or discontinue features at any time, with reasonable notice where possible.

5.2 Successful Hire: A Successful Hire occurs when: (a) Xpreso makes an Introduction of a Talent to the Company; and (b) the Company (or any of its subsidiaries, group companies, or affiliates) enters into an employment, contracting, or other paid engagement with that Talent within 12 months of the Introduction date.

5.3 Group companies: The Success Fee applies equally if a Talent introduced to your Company is hired by any subsidiary, parent, affiliate, or group entity, or any entity with majority ownership overlap with the Company.

5.4 Re-engagement: If the Company engages a Talent who was previously introduced by Xpreso but not hired, and subsequently hires that Talent within 18 months of the original Introduction, a Success Fee is payable.

5.5 Direct engagement — anti-circumvention: If the Company directly engages (outside the Xpreso platform) a Talent who was first made known to the Company via an Xpreso Introduction, within 24 months of that Introduction, the Success Fee is payable as if a Successful Hire had occurred. This clause applies regardless of which party initiates the direct engagement.

6.1 Notification obligation: Upon a Successful Hire, you must notify Xpreso in writing within 10 business days of the Talent's agreed start date, stating the agreed Annual Base Salary. Failure to notify does not extinguish the fee obligation.

6.2 Xpreso right to verify: Xpreso reserves the right to verify that a Successful Hire has occurred, including by directly requesting written confirmation from the Talent or through other reasonable means. You agree to cooperate with such verification within 10 business days of request.

6.3 Invoice: Xpreso will issue an invoice upon confirmation of a Successful Hire. Payment is due within 14 days of the invoice date.

6.4 Late payment: In the event of late payment, interest accrues from the due date at 9 percentage points above the ECB base interest rate (§288(2) BGB). We also reserve the right to charge a flat fee of €40 per payment reminder in accordance with §288(5) BGB, plus reasonable recovery costs for amounts unpaid for more than 90 days.

6.5 VAT: All fees are exclusive of applicable VAT (Umsatzsteuer). VAT will be shown separately on the invoice.

6.6 No set-off: Fees may not be withheld or set off unilaterally except where the Company holds an undisputed or legally established counterclaim.

6.7 Invoicing contact: For billing queries: invoice@xpreso.ai

7.1 If a Talent leaves the Company's employment within 90 days of their confirmed start date for reasons unrelated to the Company's own action, Xpreso will provide one free replacement Introduction at no charge, provided:

• The Company notifies Xpreso in writing within 14 days of the Talent's departure
• The Success Fee for the original hire has been paid in full
• The same or substantially similar role remains open and active

7.2 Xpreso will use reasonable endeavours to provide a replacement Introduction within 90 days of notification. If Xpreso is unable to provide a suitable replacement within this period, Xpreso will apply a credit of 50% of the original Success Fee against the next invoiced Success Fee.

7.3 The guarantee does not apply where the Talent's departure results from: (a) the Company's decision to terminate without objective cause during the probationary period; or (b) redundancy or structural reorganisation unrelated to the Talent's performance.

7.4 The free replacement or fee credit represents Xpreso's complete obligation in respect of early departure during the guarantee period. No cash refund of the Success Fee will be issued.

8.1 No Success Fee is payable if the Talent was already in the Company's active recruitment pipeline prior to our Introduction. An 'active recruitment pipeline' means substantive, documented engagement within the 6 months prior to the Introduction date, evidenced by:

• A direct application from the Talent to the Company for a substantially similar role; or
• Documented, substantive two-way communication between the Company and the Talent regarding a specific role

8.2 The following do not constitute an active recruitment pipeline: internal notes or database records, passive sourcing, speculative outreach that received no substantive response, or any unilateral communication from the Company.

8.3 If you wish to dispute a Success Fee on the basis of a pre-existing relationship, you must notify Xpreso in writing within 14 days of the Introduction date, providing documentary evidence. Disputes raised after this period, or without supporting documentation, will not be accepted.

9.1 Each party agrees to keep confidential all non-public information received from the other party in connection with the Services ('Confidential Information'), and to use it solely for the purposes of these Terms.

9.2 Talent profile data shared via Xpreso is Confidential Information. You must not share Talent data with third parties outside your organisation without the Talent's consent. You must delete Talent profile data within 30 days of a written request from Xpreso or the Talent, subject to any statutory retention obligation.

9.3 Confidentiality obligations survive termination of these Terms for 3 years.

10.1 Each party shall comply with applicable data protection law, including GDPR (DSGVO) and BDSG, in relation to all personal data processed in connection with the Services.

10.2 Xpreso is the data controller for Talent data on the platform. When Talent data is shared following an Introduction, you become an independent data controller for that data. You are solely responsible for processing it lawfully in your own recruitment activities.

10.3 The parties acknowledge that candidate data shared via an Introduction constitutes a transfer between independent controllers (Art. 26 GDPR may apply). Where legally required, the parties shall enter into a separate joint controllership agreement or data sharing agreement within 30 days of written request.

10.4 Please refer to the Xpreso Privacy Policy at www.xpreso.ai/privacy for full details.

11.1 All intellectual property rights in the Platform and Services (including software, AI systems, scoring models, and matching algorithms) belong to Xpreso Recruiting GmbH or its licensors. Nothing in these Terms transfers any IP rights to you.

11.2 You may not copy, decompile, reverse-engineer, or create derivative works from any part of the Platform without the prior written consent of Xpreso Recruiting GmbH.

12.1 We provide the Platform 'as is'. We do not guarantee uninterrupted or error-free operation, or any specific number or quality of candidate Introductions.

12.2 We are fully liable for damages caused by intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit), and for damages from injury to life, body, or health.

12.3 For minor negligence (leichte Fahrlässigkeit), our liability is limited to foreseeable, typical damages, and only in respect of material contractual obligations (Kardinalpflichten). Our total aggregate liability for minor negligence in any 12-month period shall not exceed the total Success Fees paid by you to Xpreso in that same period.

12.4 These limitations do not affect mandatory statutory liability under German law.

12.5 We are not liable for the conduct, representations, or actions of any Talent introduced to you via the Platform.

14.1 These Terms apply for as long as you maintain a Company account with Xpreso Recruiting GmbH.

14.2 Either party may terminate the account with 30 days' written notice.

14.3 We may terminate your account with immediate effect in cases of material breach, including non-payment of fees, misuse of the Platform, or serious data protection violations.

14.4 Termination does not affect Success Fees already accrued. Sections 6, 9, 10, 11, 12, and 15 survive termination.

15.1 These Terms are governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

15.2 The courts of Berlin, Germany, have exclusive jurisdiction over all disputes arising from or in connection with these Terms.

16.1 We may update these Terms from time to time. We will notify you of material changes by email at least 30 days before they take effect.

16.2 Continued use of the Services after the effective date constitutes acceptance of the revised Terms. If you do not accept the changes, you may terminate your account before the effective date.

17.1 Severability: If any provision is found invalid or unenforceable, the remaining provisions remain in force. The invalid provision shall be replaced with a valid one that most closely reflects the intended commercial purpose.

17.2 No waiver: Failure to enforce any right does not constitute a waiver of that right.

17.3 Entire agreement: These Terms, together with the Privacy Policy and any applicable data processing or joint controllership agreement, constitute the entire agreement between Xpreso Recruiting GmbH and the Company in relation to the Services.

17.4 Written form (Schriftformklausel): Amendments to these Terms (other than pursuant to clause 16) require written form (Textform, §126b BGB) to be effective. This written form requirement may itself only be waived in writing. Verbal side-agreements or conduct do not override these Terms (§305b BGB individual agreements excepted).

17.5 Individual agreements prevail (§305b BGB): Any individually negotiated agreement between Xpreso Recruiting GmbH and the Company takes precedence over these standard Terms.

17.6 Language: These Terms are provided in English. A German-language version is available on request. In the event of ambiguity, the German version governs.