General terms and conditions of contract

I. Scope of the service

1. Purpose and contractual relationship. These General Terms and Conditions of Contract (hereinafter, the GTC) govern the professional relationship between LEVER MANAGEMENT CONSULTING, S.L., LEVER ADVISORY, S.L. and LEVER LEGAL, S.L., acting jointly or separately under the name GRUPO LEVER (hereinafter, THE PROVIDER), and the client (hereinafter, THE CLIENT). These GTC, together with the accepted proposal, quotation or specific contract, constitute the entire agreement between the parties, in accordance with Article 1255 of the Spanish Civil Code and Law 7/1998 on General Terms and Conditions of Contract. Their acceptance, by signature or by the actual performance of the service, implies the CLIENT's full and unreserved adherence to their content.
2. Nature of the services. THE PROVIDER provides consulting services in financial management and control, accounting, tax and labour advisory, and legal advice. Unless expressly agreed otherwise, the services constitute obligations of means, not obligations of result. THE PROVIDER undertakes to perform the services with the diligence and professionalism required of its activity.
3. Scope and changes. The scope of the services shall be that expressly defined in the proposal, quotation or specific contract. Any change, extension or new assignment must be agreed in writing and shall be considered a separate contract.
4. Professional independence and conflicts of interest. THE PROVIDER shall act with full technical and professional independence and shall not be influenced by the interests of the CLIENT or of third parties. THE CLIENT undertakes to report immediately any situation that could constitute a conflict of interest, in particular when it requests advice at the same time on opposing parties or direct competitors. This clause provides protection against possible ethical challenges or claims of joint and several liability.

II. Client obligations and cooperation

1. Truthfulness and accuracy of information. THE CLIENT undertakes to provide, in a complete, truthful and up-to-date manner, all the information, documentation and data necessary for the proper performance of the services, guaranteeing their authenticity and legitimacy. THE PROVIDER may rely on the information received without any obligation to verify its accuracy, unless the applicable regulations require specific checks. Any damage arising from false, incomplete or inaccurate data shall be the sole responsibility of the CLIENT.
2. Due diligence and cooperation. THE CLIENT shall cooperate actively, provide access to the designated internal managers and respond to reasonable requests for information or clarification. It shall also review reports and deliverables within fifteen (15) calendar days of receipt, notifying any disagreement in writing; once that period has elapsed without objection, they shall be deemed accepted.
3. Compliance with legal obligations. THE CLIENT shall be responsible for complying with its legal, tax, accounting, labour and commercial obligations. THE PROVIDER shall not be liable for penalties, surcharges or assessments resulting from decisions taken by the CLIENT, nor does it guarantee that such decisions will be accepted by the competent authorities.

III. Fees, expenses and price review

1. Determination and breakdown. Fees shall be set by mutual agreement between the parties and may be based on time, complexity, economic value or a fixed rate. Invoices shall show fees, taxes, disbursements and reimbursable expenses separately.
2. Method and term of payment. THE CLIENT shall pay invoices within the agreed term or, failing that, within thirty (30) calendar days of their issue. Non-payment entitles THE PROVIDER to suspend the service temporarily and accrues late-payment interest in accordance with Article 7 of Spanish Law 3/2004 on combating late payment in commercial transactions, increased by three (3) percentage points.
3. Fee review. In contracts lasting more than one year, or where there are substantial changes in costs or market conditions, fees may be reviewed annually in line with the Spanish Consumer Price Index (CPI) or another similar official index, subject to thirty (30) days' prior notice.
4. Fee review due to changes in workload. For recurring services, particularly accounting management and advisory services, fees are set according to the CLIENT's volume of economic or administrative transactions.

   If during the term of the contract there are substantial changes in that volume —meaning significant increases or decreases in the number of monthly transactions, documents or operations— THE PROVIDER may adjust the fees to the corresponding band under its internal fee policy, previously communicated or made available to the CLIENT.

   This adjustment does not constitute an arbitrary change in price, but an adaptation to the actual workload, in line with the level of dedication and resources effectively required to provide the service properly.

   In any event, THE PROVIDER shall notify the CLIENT in writing of the change of band or fee at least thirty (30) calendar days in advance, stating the reasons and the new amount applicable from the following period. The CLIENT may express its disagreement within that period, in which case both parties shall renegotiate the terms or, if no agreement is reached, either party may terminate the contract without penalty.

   The reference bands are based on ranges of annual transaction volume, which THE PROVIDER may update or review 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 service, the parties shall renegotiate the terms. If no agreement is reached within one month, either party may terminate the contract without any right to compensation.
6. Recurring services, tacit renewal and client priority. For periodic services or monthly retainers:
   1. The services shall be tacitly renewed on a monthly basis unless either party gives written notice of termination 15 days before the end of each period.
   2. THE PROVIDER may prioritise its attention according to the level of service contracted, the agreed SLA or the volume of the relationship, without prejudice to its general duty of professional diligence.
   3. Changes in scope or service levels shall be documented in writing and the corresponding fee shall be adjusted accordingly.
7. Technical review or update. In the event of a substantial change in the applicable regulations affecting the services, GRUPO LEVER may propose a technical or financial adaptation of the services, after notifying the CLIENT.

IV. Information security, cybersecurity, retention and return of documents

1. Information security and cybersecurity. THE PROVIDER shall apply appropriate technical and organisational measures (including access controls, authentication, encryption, backups and incident logging) to protect the information to which it has access under the contract. THE CLIENT undertakes to ensure the security of the channels, systems and documents it shares with THE PROVIDER, using secure platforms and procedures. THE PROVIDER shall not be liable for cyberattacks, security breaches or service unavailability not directly attributable to its own actions or those of subcontractors under its control.
2. Retention and return of documents. The CLIENT's documentation held by THE PROVIDER shall be kept for five (5) years from the completion of the assignment or for the applicable legal period, whichever is longer. On termination of the contract, THE CLIENT may request in writing the return or destruction of its documentation and information, except for that which must be kept by law or for THE PROVIDER's legal defence. Delivery shall be made in a reasonable format and shall not include THE PROVIDER's own methodologies, templates, models, tools or know-how.

V. Third parties, subcontracting and external resources

1. External professionals and suppliers. THE PROVIDER may work with collaborators or subcontract specialist services, ensuring that they comply with equivalent obligations of confidentiality and quality. THE CLIENT expressly authorises this, without it altering THE PROVIDER's direct liability to the CLIENT.
2. Liability towards third parties. THE PROVIDER shall not be liable for the acts or omissions of external professionals appointed by THE CLIENT, nor for damage caused by technological tools or platforms beyond THE PROVIDER's control.
3. Notification of subcontracting. Where the nature of the assignment justifies it, THE PROVIDER shall inform the CLIENT of the subcontracting carried out.
4. Continuity of service in the event of corporate reorganisation. The parties agree that any company within GRUPO LEVER may take over, replace or continue the performance of the services without the need for a new contract, retaining identical rights and obligations.

VI. Anti-money laundering, regulatory compliance and corporate ethics

1. Prevention of money laundering. In compliance with Spanish Law 10/2010 on the prevention of money laundering and terrorist financing, THE CLIENT must provide documentation evidencing its identity, activity and beneficial ownership, as well as the lawful origin of its funds. THE PROVIDER may refuse or suspend the service where there are signs of unlawful transactions or reputational risk.
2. Suspension or termination due to legal risks. THE PROVIDER may suspend or terminate the contract if the CLIENT breaches 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 behave ethically, with integrity and in accordance with the principles of transparency, sustainability, non-discrimination and respect for the legal framework in force. THE PROVIDER may terminate the contract if the CLIENT's conduct seriously compromises its reputation or that of its companies.
4. Compliance audit or review. THE PROVIDER reserves the right to audit internally its compliance with its professional and ethical obligations in relation to this contract, guaranteeing the CLIENT's confidentiality at all times.

VII. Amendments, force majeure and termination

1. Contractual amendments. Any amendment to these GTC or to the specific contract shall require written agreement and the express acceptance of both parties.
2. Force majeure. Neither party shall be liable for any failure to perform caused by force majeure or fortuitous events, in accordance with Article 1105 of the Spanish Civil Code. If the suspension lasts more than three (3) months, either party may terminate the contract by written notice.
3. Early termination. The contract may be terminated early due to:
   1. Serious breach of contractual obligations.
   2. Repeated non-payment.
   3. Supervening technical or legal impossibility.
   4. Serious reputational or regulatory reasons.
   5. The decision of either party, with thirty (30) calendar days' prior written notice.
4. Publication and amendment of the GTC. These General Terms and Conditions of Contract shall be available at all times on GRUPO LEVER's corporate website. The CLIENT acknowledges having read and accepted them and undertakes to consult them periodically.

   THE PROVIDER may unilaterally update or amend the GTC to adapt them to legislative changes, court decisions, market developments or improvements to internal processes. The new version shall replace the previous one and shall be published visibly on the corporate website. These updates shall not affect services contracted before their entry into force, in a similar way to the practice of other legal operators.

   Amendments to the GTC shall not have retroactive effect on contracts already signed or orders already confirmed. In continuous or long-term service contracts (for example, recurring services or monthly retainers), the new terms shall apply from the next billing period, provided they have been notified to the CLIENT at least thirty (30) calendar days in advance and the CLIENT has not objected in writing before they enter into force.

   Continuation of the service without express objection shall imply acceptance of the new terms. In the event of objection, both parties may terminate the contract by mutual agreement, without any right to compensation.

   Under no circumstances shall amendments to the GTC alter the financial terms, rights or obligations of services already performed or orders previously confirmed, in accordance with usual contractual practice.

   Where amendments affect the CLIENT's essential rights or the scope of the services, THE PROVIDER shall notify them electronically (by email or through the client area), expressly stating the date of entry into force. Any question or disagreement must be communicated to THE PROVIDER in writing within fifteen (15) calendar days.

VIII. Liability, limitations and time limits

1. Liability for direct damage. THE PROVIDER shall only be liable for direct damage caused by wilful misconduct or gross negligence in the course of its professional activity. Indirect damage, loss of profit, loss of opportunity and reputational damage are excluded.
2. Financial cap. THE PROVIDER's total liability, for any reason, shall not exceed the total amount of fees accrued in the twelve (12) months prior to the event giving rise to the claim.
3. Client's own decisions. GRUPO LEVER shall not be liable for decisions taken by the CLIENT based wholly or partly on the advice provided, nor for the consequences of their partial or late implementation, 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 damage, loss or consequences arising from the modification, alteration, partial interpretation, manipulation or misuse of reports, documents or deliverables prepared by GRUPO LEVER once they have been delivered to the CLIENT. In particular, any alteration to their content, format or original context —whether by manual or electronic means— shall release THE PROVIDER from all liability, with the CLIENT being solely responsible for any subsequent use of those materials. THE CLIENT also undertakes not to reproduce or share the reports outside the scope for which they were prepared without THE PROVIDER's express written authorisation.
5. Time limit for claims. Any claim must be made in writing within a maximum of two (2) years from the end of the service or the issue of the last related invoice. Once that period has elapsed, any action shall be deemed extinguished.
6. Contributory fault and shared liability. If the damage results from the conduct or omission of the CLIENT, or of third parties under its direction, THE PROVIDER's liability shall be reduced proportionately.

IX. Intellectual property, commercial references and confidentiality

1. Intellectual property. Reports, studies, methodologies, databases, models or tools prepared by THE PROVIDER are its exclusive property. THE CLIENT may only use them for the purposes of the contract and may not disclose, reproduce or transfer them without written authorisation.
2. Commercial references. THE PROVIDER may mention the CLIENT's trade name solely for reference or professional accreditation purposes, unless the CLIENT expressly objects. Confidential data or financial amounts shall never be disclosed.
3. Confidentiality. Both parties undertake to keep secret the information and documentation to which they have access during the term of the contract. This obligation shall remain in force indefinitely after its termination and may only be breached by legal requirement or court order.

X. Post-service guarantee

1. Corrections and time scope. THE PROVIDER shall review, at no additional cost, any proven clerical errors in reports or tax returns within one month of their delivery, provided that THE CLIENT has not altered them. For tax or accounting services, this guarantee shall extend until the close of the tax year in which the services were provided.
2. Subsequent review. Any subsequent review, amendment or regulatory update shall be considered a new assignment and quoted separately.

XI. Electronic communications

Electronic communications between the parties, including notices, proposals, invoices and digital signatures, are recognised as fully legally valid. THE CLIENT expressly consents to the use of email and secure platforms for the exchange of documents and notices.

XII. Order of precedence and entire agreement

1. Interpretation and order of precedence. In the event of any conflict between these GTC and the specific proposal or technical annex, the proposal signed by the parties shall prevail.
2. Entire agreement. This contract constitutes the entire agreement between the parties and supersedes any prior agreement or communication, whether written or verbal.

XIII. Cross-border provision of services, governing law and dispute resolution

1. Cross-border provision and remote means. The services may be provided remotely by electronic means, with full legal validity within the European Union.
2. Governing law. The contract shall be governed by Spanish law and by the European regulations applicable to the cross-border provision of professional services.
3. Arbitration and jurisdiction. The parties expressly submit to the Courts and Tribunals of Madrid, waiving any other jurisdiction that may correspond to them.

XIV. Acceptance and term

These GTC are accepted by signing the contract or quotation, or by the actual performance of the service.

These GTC shall remain in force throughout the contractual relationship and shall continue to apply to obligations arising during their term, even after its termination.