General terms and conditions

LEVER GROUP (LEVER MANAGEMENT CONSULTING, S.L. - LEVER ADVISORY, S.L. - LEVER LEGAL, S.L.)

I. Scope and Scope of Service

1. Object and Contractual Relationship
   
   These General Terms and Conditions of Business (hereinafter, GCC) regulate the professional relationship between LEVER MANAGEMENT CONSULTING, S.L., LEVER ADVISORY, S.L. y LEVER LEGAL, S.L., acting either jointly or separately under the name of LEVER GROUP (hereinafter, THE PROVIDER), and the customer (hereinafter, THE CUSTOMER).
   These GTC, together with the proposal, quotation or particular contract accepted, constitute the entire agreement between the parties, in accordance with article 1255 of the Civil Code and Law 7/1998 on General Contracting Conditions. Their acceptance, by means of signature or effective execution of the service, implies full and unreserved adherence by the CLIENT to their content.
2. Nature of Services
   
   THE PROVIDER provides consultancy services in financial management and control, accounting, tax and labour consultancy, as well as legal advice. Unless otherwise expressly agreed, the services constitute obligations of means, not of result. The PROVIDER undertakes to carry out the services with the diligence and professionalism required for its activity.
3. Scope and Modifications
   
   The scope of services shall be as expressly defined in the proposal, quotation or individual contract. Any modification, extension or new assignment shall be formalised in writing and shall be considered as a separate contract.
4. Professional Independence and Conflicts of Interest
   
   THE PROVIDER shall act with full technical and professional independence, The CUSTOMER shall not be bound by the interests of the CUSTOMER or of third parties. The CLIENT undertakes to report immediately of any situation that could constitute conflict of interest, in particular when seeking simultaneous advice on opposing parties or direct competitors. This clause provides cover against possible ethical or joint and several liability challenges.

II. Obligations and Collaboration of the Client

1. Truthfulness and Accuracy of Information
   
   The CLIENT undertakes to provide complete, truthful and updated information, documentation and data necessary for the correct execution of the services, guaranteeing its authenticity and legitimacy. The PROVIDER may base its actions on the information received without the obligation to verify its accuracy, unless the applicable regulations impose specific verifications. Any damages arising from false, incomplete or inaccurate data shall be the sole responsibility of the CLIENT.
2. Due Diligence and Collaboration
   
   The CUSTOMER shall actively collaborate, provide access to designated internal managers and respond to reasonable requests for information or clarification. It shall also review the reports and deliverables within a period of fifteen (15) calendar days from its receipt, notifying in writing any disagreement; if no objection is received within this period, it shall be deemed to have been received. accepted.
3. Compliance with Legal ObligationsThe CLIENT will be responsible for compliance with its legal, tax, accounting, labour or commercial obligations. The PROVIDER shall not be liable for penalties, surcharges or settlements resulting from decisions taken by the CUSTOMER, nor does it guarantee the acceptance of the same by the competent authorities.

III. Fees, Expenses and Price Revision

1. Determination and Breakdown
   
   Fees shall be fixed by mutual agreement between the parties and may be based on time, complexity, economic value or fixed fee. Invoices shall show a breakdown of fees, taxes, allowances and reimbursable expenses.
2. Form of Payment and Payment Deadline
   
   The CUSTOMER shall pay the invoices within the agreed period or, failing this, within the agreed period. thirty (30) calendar days following its issue. Non-payment entitles the PROVIDER to temporarily suspend and accrues interest for late payment in accordance with Article 7 of Law 3/2004, on combating late payment, increased by three (3) percentage points.
3. Fee Review
   
   For contracts with a duration of more than one year, or where there are substantial changes in costs or market conditions, the fees may be revised annually in accordance with the Consumer Price Index (CPI) or other similar official index, subject to thirty (30) days' notice.
4. Revision of Fees for Workload Variation
   
   For services of a recurring nature, especially management and accounting advice, the fees are determined on the basis of the volume of economic or administrative operations of the CLIENT.
   
   If, during the term of the contract, any of the following should occur substantial changes in this volume -understood as significant increases or decreases in the number of monthly operations, documents or transactions, the PROVIDER may adjust fees to the appropriate bracket according to its internal tariff policy, previously communicated or accessible to the CUSTOMER.
   
   This adjustment does not imply an arbitrary price change, but the adequacy to the actual workload, The service shall be provided in accordance with the levels of dedication and resources effectively required for the correct provision of the service.
   
   In any case, the PROVIDER will notify the CUSTOMER in writing of the change of tranche or tariff with a at least thirty (30) calendar days' notice, The new amount applicable from the following period onwards shall be indicated.
   
   The CUSTOMER may express his or her disagreement within this period, in which case both parties shall renegotiate the conditions or, if no agreement is reached, either party may terminate the contract without penalty.
   
   The reference tranches are based on annual trading volume ranges, which the PROVIDER may update or revise annually according to market or operational efficiency criteria.
5. Renegotiation due to Regulatory Changes or Extraordinary Circumstances
   
   If, during the term of the contract, legislative or regulatory changes occur that substantially affect the performance, the parties shall renegotiate the conditions. If no agreement is reached within one month, either party may terminate the contract without the right to compensation.
6. Recurrent Services, Tacit Extension and Customer Priority
   
   For periodic or monthly equalisation services:
   1. The services are tacitly extended on a monthly basis, unless either party denounces in writing 15 days prior to the expiry of each period.
   2. THE PROVIDER may prioritise the attention according to the level of contracting, agreed SLA or volume of collaboration, without prejudice to the general duty of professional diligence.
   3. Variations in scope or service levels shall be documented in writing and shall adjust the tariff accordingly.
7.  Technical Review or Update
   
   In case of substantial change in the applicable legislation affecting services, LEVER GROUP may propose technical or economic adaptation of the same, prior communication to the CUSTOMER.

IV. Information Security, Cybersecurity, Preservation and Return of Documents

1. Information Security and Cybersecurity
   
   THE PROVIDER shall apply appropriate technical and organisational measures (including but not limited to access controls, authentication, encryption, backup and incident logging) to protect the information to which it has access under the contract. The CUSTOMER undertakes to ensuring security of the channels, systems and documents that it shares with the PROVIDER, using safe platforms and procedures. THE PROVIDER shall not be liable of cyber-attacks, security breaches or unavailabilities not directly attributable to its performance or that of its subcontractors under its control.
2. Preservation and Return of Documents
   
   The CUSTOMER's documentation held by the PROVIDER will be will keep for a period of five (5) years from the end of the assignment or by the legal deadline applicable (whichever is more). Upon termination of the contract, THE CUSTOMER may request in writing the return o destruction of its documentation and information, except for that which must be retained for the purpose of legal obligation or for the legal defence of the PROVIDER. Delivery shall be in a reasonable format and not including methodologies, templates, models, tools or know-how of the PROVIDER.

V. Third Parties, Subcontracting and External Resources

1.  Professionals and External SuppliersTHE PROVIDER may rely on collaborators or subcontract specialised services, ensuring that they comply with the following obligations confidentiality y quality equivalent. The customer expressly authorises this possibility, without this implying any change in the direct responsibility of the PROVIDER towards the CUSTOMER.
2. Third Party Liability
   
   THE PROVIDER shall not be liable for actions or omissions of external professionals. designated by the CLIENT nor for damage caused by third-party technological tools or platforms to the control of the PROVIDER.
3. Subcontracting Notification
   
   When the nature of the assignment justifies it, the PROVIDER shall will report the CUSTOMER of the subcontracting carried out.
4. Continuity of Service in the event of Corporate Reorganisation
   
   The parties agree that any LEVER GROUP company you can take over, replace or continue the execution of the services without the need for a new contract, preserving identical rights and obligations.

VI. Anti-Money Laundering, Regulatory Compliance and Corporate Ethics

1. Prevention of Money Laundering
   
   In compliance with Law 10/2010, THE CUSTOMER must provide documentation accrediting his or her identity, activity y actual ownership, as well as the lawful origin of funds. The PROVIDER may refuse or suspend the provision of services when there are indications of illicit transactions or reputational risk.
2. Suspension or Termination due to Legal Risks
   
   THE PROVIDER may suspend o resolve the contract if the CUSTOMER fails to comply with the applicable legislation or the rules of corporate conduct, without this giving rise to any right to compensation.
3. Ethical and Reputational Compliance
   
   Both parties undertake to conduct themselves ethically, with integrity, and in accordance with the principles of transparency, sustainability, non-discrimination y respect for the legal framework in force. The PROVIDER may terminate the contract if the behaviour of the CUSTOMER seriously jeopardises its reputation or that of their companies.
4. Audit or Compliance Review
   
   THE PROVIDER reserves the right to audit internally the fulfilment of its professional and ethical obligations in relation to this contract, ensuring in all cases the confidentiality of the CLIENT.

VII. Modifications, Force Majeure and Termination

1. Contractual Modifications
   
   Any modification to these GTC or to the particular contract shall require written agreement y express acceptance of both parties.
2. Force Majeure
   
   Neither party shall be liable for any failure to perform arising out of force majeure o fortuitous case, in accordance with Article 1105 of the Civil Code. If the suspension lasts longer than three (3) months, either party may resolve the contract by written notification.
3. Early Termination
   
   The contract may be terminated in advance by:
   1. Serious breach of contractual obligations.
   2. Repeated non-payment.
   3. Technical or legal impossibility.
   4. Serious reputational or regulatory causes.
   5. Will of either party, by giving written notice of thirty (30) calendar days.
4. Publication and modification of the GTC
   
   These General Terms and Conditions will be available at all times on the LEVER GROUP corporate website. The CLIENT acknowledges having read and accepted them and undertakes to consult them periodically.
   
   The PROVIDER may unilaterally update or modify the GTC in order to adapt them to changes in legislation, judicial decisions, market developments or improvements in internal processes. The new version will replace the previous one and will be published visibly on the corporate website. These updates will not affect services contracted prior to their entry into force, in a similar manner to that provided for other legal operators.
   
   Changes to the GTC shall not have retroactive effect on signed contracts or orders already confirmed. In the case of continuous or long-term contracts (e.g. recurring services or monthly payments), the new conditions shall apply to the following billing period, provided that the CUSTOMER has been notified at least thirty (30) calendar days in advance and the CUSTOMER has not expressed its opposition in writing prior to the entry into force of these modifications. Continued provision of the service without express opposition shall imply acceptance of the new conditions. In the event of opposition, both parties may terminate the contract by mutual agreement, without the right to compensation.
   
   In no case shall the amendments to the GTC alter the economic conditions, rights or obligations of services already performed or orders previously confirmed, in accordance with standard contractual practices.
   
   When the modifications affect the essential rights of the CLIENT or the scope of the services, the PROVIDER will notify the CLIENT by electronic means (e-mail or client area) with an express indication of the date of entry into force. Any doubt or discrepancy must be communicated in writing to the PROVIDER within fifteen (15) calendar days.

VIII. Liability, Limitations and Statute of Limitations

1. Liability for Direct Damage
   
   THE PROVIDER shall only be liable for the direct damages caused by fraud o gross negligence in professional practice. The following are excluded consequential damage, loss of earnings, loss of opportunity y image damage.
2. Quantitative limitation
   
   The overall liability of the PROVIDER, for any cause whatsoever, shall not exceed total amount of accrued fees in the twelve (12) months prior to the causal event.
3. Autonomous Client Decisions
   
   LEVER GROUP shall not be liable for decisions taken by the CUSTOMER based in whole or in part on the advice given, nor for the effects of its partial or late execution, except in the case of wilful misconduct or gross negligence.
4. Liability for Alteration or Misuse of Reports
   
   The PROVIDER shall not be liable for any damages, losses or consequences arising from the modification, alteration, partial interpretation, manipulation or misuse of the reports, documents or deliverables prepared by GRUPO LEVER once delivered to the CLIENT.
   
   In particular, any alteration to their original content, format or context - whether by manual or electronic means - shall be prohibited. exempt from any liability to the PROVIDER, and the CLIENT shall be solely responsible for the subsequent use of such materials.
   
   Furthermore, THE CUSTOMER undertakes to do not reproduce or share reports outside the scope for which they were prepared without the express written authorisation of the PROVIDER.
5. Statute of limitations for claims
   
   Any complaint must be submitted in writing within a maximum of two (2) years from the end of the service or the issue of the last related invoice. After this period has elapsed, the following shall be deemed to have taken place extinct any action.
6. Concurrence of Fault and Joint and Several Liability
   
   If the damage results from the conduct or omission of the CUSTOMER, or of third parties under its direction, the liability of the PROVIDER will be shall reduce proportionately.

IX. Intellectual Property, Trade References and Confidentiality

1. Intellectual Property
   
   The reports, studies, methodologies, databases, models or tools elaborated by the PROVIDER are of its own property. sole property. The CUSTOMER may only use them for the purposes of the contract and may not use them for the purposes of the contract. disclose, reproduce or transfer them without written authorisation.
2. Commercial References
   
   THE PROVIDER may mention the trade name of the CUSTOMER for reference or professional accreditation purposes only, except for express opposition of the CLIENT. Under no circumstances will they be disclosed confidential data ni financial amounts.
3. Confidentiality
   
   Both parties undertake to keep secret on the information and documentation to which they have access during the term of the contract. This obligation shall subsist indefinitely after its termination and may only be breached by legal mandate o injunction.

X. Post-Service Warranty

1. Corrections and Temporary Scope
   
   THE PROVIDER shall revise, at no additional cost, the proven material errors in reports or statements within the next month upon delivery, provided that the CUSTOMER has not altered them. In fiscal or accounting services, this guarantee shall extend to until the end of the tax year in which the services were provided.
2. Subsequent Review
   
   Any subsequent review, The amendment, modification or updating of regulations shall be considered a new assignment and independently budgeted.

XI. Electronic Communications

It recognises full legal validity at electronic communications between the parties, including notifications, proposals, invoices y digital signature. THE CUSTOMER expressly consents to the use of the e-mail y safe platforms for the exchange of documents and notifications.

XII. Documentary Hierarchy and Contract Integrity

1. Interpretation and Hierarchy
   
   In the event of any contradiction between these GTC and the particular proposal or the technical annex, the provisions of the signed proposal shall prevail. by the parties.
2. Contract Integrity
   
   This contract constitutes the entire agreement between the parties and replaces any prior written or oral agreement or communication.

XIII. Transnational Provision of Services, Applicable Law and Dispute Resolution

1. Transnational Provision and Telematic Media
   
   Services may lending from a distance via telematic means, with full legal validity in the field of European Union.
2. Applicable Law
   
   The contract shall be governed by the Spanish law and the European legislation applicable to the cross-border provision of professional services.
3. Arbitration and Jurisdiction
   
   The parties expressly submit to the Madrid Courts and Tribunals, The parties waive any other jurisdiction to which they may be entitled.

XIV. Acceptance and Validity

Acceptance of these GTC is formalised by means of the signature of the contract or budget, or by the effective implementation of the service.

These GTC shall remain in force for the duration of the contractual relationship and shall continue to have effect in respect of obligations arising during the term of the contract including after its completion.