General Terms and Conditions

1. Purpose and Scope of Application

1.1. These General Terms and Conditions ("GTC") establish the terms and conditions governing the relationship between Novafy and the Client. They apply to all Services provided by Novafy, which may include: (i) access to and use of the Novafy software platform in SaaS modality (the "Platform"); (ii) implementation services billed on an hourly basis; and (iii) consulting and professional services. The specific scope, pricing, and commercial conditions for each engagement are defined in the corresponding Purchase Order accepted by the Client (the "Purchase Order"). These GTC form an integral and inseparable part of the Purchase Order. In case of contradiction between the terms of the Purchase Order and these GTC, the provisions of the Purchase Order shall prevail. By signing the Purchase Order, the Client acknowledges having read, understood, and accepted these General Terms and Conditions.

2. Definitions

For the purpose of interpreting these GTC and the Purchase Order, the following terms shall have the meanings indicated below:

3. Provision of Services

3.1. Novafy provides three categories of Services, which may be contracted individually or in combination as specified in the Purchase Order: (i) Platform Services; (ii) Implementation Services; and (iii) Consulting Services. The obligations and conditions applicable to each category are set out in this clause.

3.2. Platform Services. Subject to the Client's compliance with this Agreement and timely payment of Fees, Novafy grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Platform during the Subscription Period, solely for the Client's internal business purposes and within the usage limits defined in the Purchase Order. Access is granted to Users up to the maximum number specified in the Purchase Order. The Client shall ensure that Users comply with the obligations set out in this Agreement.

3.3. Platform availability. Although Novafy takes reasonable measures to ensure the correct operation of the Platform, the Platform is provided on an "as is" and "as available" basis, without express or implied warranties of any kind. Novafy does not guarantee uninterrupted or error-free access to the Platform. Scheduled maintenance will be communicated to the Client in advance where reasonably practicable.

3.4. Implementation Services. Where the Purchase Order includes Implementation Services, Novafy will carry out the technical configuration, integration, and onboarding tasks described therein. Implementation Services are billed on an hourly basis. Hours purchased by the Client as a package remain available for use until fully consumed and do not expire, unless otherwise agreed in writing. Novafy will use commercially reasonable efforts to complete the implementation within any timelines agreed in the Purchase Order, but acknowledges that delays may occur due to technical complexity or the Client's availability to provide required information, access, or approvals.

3.5. Consulting Services. Where the Purchase Order includes Consulting Services, Novafy agrees to deliver such services with the highest level of professionalism, skill, care, and diligence, in line with industry standards and in compliance with all applicable laws and regulations. Novafy will meet all mutually agreed deadlines and milestones as specified in the Purchase Order. If unforeseen circumstances arise that could affect timely delivery, Novafy will promptly notify the Client and provide an updated timeline.

3.6. Scope changes. Any changes or extensions to the Services must be agreed in writing and may result in additional Fees. Novafy will provide an updated quotation before performing any work outside the original scope defined in the Purchase Order.

3.7. Opinions and advice. Any opinion, advice, expectation, forecast, estimate, evaluation, or recommendation provided by Novafy during the Services shall not be construed as a guarantee that specific outcomes or future events will occur. Novafy is not required to update any advice, reports, data, or Deliverables after completion of the relevant Services, even if applicable laws or circumstances change thereafter.

3.8. Client collaboration. The Client agrees to provide all necessary information, access, and cooperation required for the proper performance of the Services. Failure to do so may delay delivery and could result in additional costs for the Client.

4. Payment

4.1. The Client shall pay Novafy the Fees specified in the Purchase Order, in accordance with the payment terms defined therein. The Purchase Order shall specify the billing frequency, invoicing method, and any applicable payment milestones. Unless otherwise stated in the Purchase Order, all amounts shall be paid in euros (EUR).

4.2. Platform Services Fees. Platform Services are billed monthly in arrears based on the Client's Usage during the preceding billing period, in accordance with the package or pricing metric defined in the Purchase Order. Novafy shall issue invoices monthly, or at such other frequency as may be agreed in the Purchase Order. Novafy reserves the right to adjust the invoicing frequency upon written notice to the Client.

4.3. Implementation Services Fees. Implementation Services are billed on an hourly basis as specified in the Purchase Order. Where the Client purchases an hourly package, hours remain available until fully consumed and do not expire unless the Agreement is terminated. Novafy shall not be obliged to commence Implementation Services until any advance payment required under the Purchase Order has been received.

4.4. Consulting Services Fees. Fees for Consulting Services shall be as specified in the Purchase Order and may include milestone payments, time-and-materials billing, or other agreed arrangements.

4.5. All Fees are subject to applicable VAT or other taxes. Each party shall assume payment of the taxes assigned to it by applicable law. Novafy may also invoice the Client for reasonable and justified expenses incurred on the Client's behalf that are directly related to the delivery of the Services, provided these are pre-approved by the Client.

4.6. Invoices must be paid within fifteen (15) calendar days of the issue date via bank transfer to the account indicated on the invoice. All bank fees, transfer costs, and currency conversion charges shall be borne entirely by the Client.

4.7. In case of late payment, a late interest rate of 1.5% per month or the maximum allowed by applicable law (whichever is lower) shall apply from the due date until full payment is received. In addition, Novafy may: (i) suspend access to the Platform or the provision of any Services until full payment is received; or (ii) terminate the Agreement in accordance with clause 11.

4.8. On automatic renewal of the Subscription Period, Fees may be updated by Novafy upon at least thirty (30) days' prior written notice before the start of the new Subscription Period. If the Client does not accept the updated Fees, the Client may terminate the Agreement by providing written notice before the renewal date in accordance with clause 11.

4.9. If the Purchase Order is signed by more than one Client entity or individual, all signatories shall be jointly and severally liable for payment and all other obligations under the Agreement.

5. Client Responsibilities

5.1. The Client is responsible for managing its own internal processes and for making all decisions regarding the implementation or use of the Services, including how to interpret or apply any advice, deliverables, or features provided by the Service Provider.

5.2. Although the Services may include technical advice, recommendations, or suggestions, the final decision on whether and how to act on them rests solely with the Client, who assumes all resulting risks or consequences.

5.3. The Client agrees to:

• Appoint one or more individuals with sufficient knowledge and decision-making authority to act as points of contact with the Service Provider, manage requests, and oversee project progress.
• Provide accurate, complete, and timely information, documentation, and access as needed for the proper execution of the Services.
• Grant free access to its systems, testing environments, or networks where necessary, and ensure these environments are functioning properly, legally compliant, and secure.
• Take full responsibility for the use, interpretation, or implementation of the Deliverables, as well as for any consequences arising from their use by third parties.
• Ensure that its employees, contractors, and representatives comply with the obligations set out in the Purchase Order and these General Terms and Conditions.

5.4. The Client guarantees that any materials, data, systems, or environments provided to the Service Provider do not infringe the intellectual property or other rights of third parties.

5.5. In relation to the Platform, the Client shall:

• Use the Platform and access credentials confidentially and in accordance with any usage and security instructions provided by Novafy.
• Immediately notify Novafy of any unauthorised access to the Platform or suspected security breach.
• Ensure that the number of active Users does not exceed the limit specified in the Purchase Order.
• Ensure that the Platform is compatible with its own systems, networks, and telecommunications connections.
• Not share access credentials with persons other than authorised Users.

5.6. The Client shall not:

• Provide third parties with access to the Platform or information contained therein, except as expressly permitted by this Agreement.
• Use the Platform to transmit or install viruses or other harmful elements.
• Attempt to access restricted areas of the Platform or its underlying systems.
• Attempt to circumvent security or authentication measures.
• Modify, replicate, reverse-engineer, or decompile the Platform's code, except where expressly permitted by applicable law.
• Use the Platform in a manner that could cause its saturation or interfere with its performance.
• Use the Platform or any related element to extract information for the purpose of developing a competing product or service.

6. Liability of the Service Provider

6.1. The Service Provider undertakes to perform the Services with a high level of professionalism, care, and in accordance with accepted practices in the technology sector.

6.2. The Service Provider's liability towards the Client is limited to direct damages resulting from a breach of contract attributable to the Service Provider. In any case, the total liability shall not exceed the total amount actually paid by the Client under the Purchase Order, except in cases of fraud or gross negligence.

6.3. For ongoing or subscription-based services, the liability cap shall be calculated based on the total amount paid by the Client during the last twelve (12) months.

6.4. The Service Provider is not liable for indirect or consequential damages, including but not limited to: loss of profits, data loss, external software/API failures, business interruption, opportunity costs, or decisions made by the Client based on advice or Deliverables.

6.5. The Service Provider is not liable for damages or losses resulting from fraudulent, illegal, or misleading actions by the Client, or from errors, omissions, or false information provided by the Client or third parties acting on their behalf.

6.6. The Client shall indemnify and hold the Service Provider harmless from any claims, losses, or damages arising from the Client's breach of its obligations, including misuse of Deliverables or infringement of third-party rights.

6.7. These limitations apply regardless of the type of claim, including contractual, tort-based, or other legal theories — even if the Service Provider was informed of the possibility of such damages.

6.8. The Client is solely responsible for making backups of their data and for ensuring the accuracy of the information provided for the Services.

7. Use of Deliverables

7.1. Platform access is governed by the licence granted in clause 3.2 and does not confer any ownership or other rights over the Platform or its underlying technology. The Deliverables are provided exclusively for the Client's internal use. They may not be reproduced, cited, or disclosed — in whole or in part — to third parties without prior written consent from the Service Provider. The Client may not modify, adapt, reverse-engineer, translate, or create derivative works from the Deliverables without prior written authorisation. Any use outside the scope defined in the Purchase Order is considered a breach of the Service Provider's rights.

7.2. The Client may disclose the Deliverables, in full (but never in part), only to the following:

• Their legal advisors, auditors, or other professional consultants, solely for the purpose of obtaining advice related to the Services. These third parties must be informed that they are not permitted to share the Deliverables without prior written consent from the Service Provider, and that the Service Provider assumes no liability to them.
• Subsidiaries, board members, or employees, provided they have a legitimate internal need for access. These recipients must also be informed that the Deliverables may not be disclosed without prior written consent from the Service Provider, and that the Service Provider assumes no liability to them.

7.3. Unless otherwise agreed in writing, the Client receives only a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right of use over the Deliverables, strictly for internal use and solely for the purpose defined in the Purchase Order. No intellectual property rights are transferred, and the Client obtains no rights to reusable components developed by the Service Provider.

7.4. Novafy shall not be liable for outcomes resulting from modifications, integrations, reuse, or combination of Deliverables with other tools or systems unless Novafy has explicitly authorized such actions in writing.

7.5. The Service Provider is not responsible for any damages, losses, or issues resulting from the use, disclosure, or modification of the Deliverables in ways not permitted under the Purchase Order.

7.6. Unless expressly agreed otherwise in writing, the Service Provider is not obliged to deliver source code, internal libraries, technical documentation, or components created during the provision of the Services, nor does the Client acquire any rights to them.

8. Intellectual Property

8.1. Novafy remains the sole and exclusive owner of all intellectual property rights, including copyright and related rights, over the Platform, the Novafy Works, and all associated technology, software, databases, interfaces, and documentation. All rights of use, reproduction, distribution, public communication, modification, and any other form of exploitation are reserved unless explicitly granted in writing. The Client acknowledges that access to or use of the Platform or Novafy Works does not imply any transfer of intellectual property rights, unless expressly agreed otherwise in writing. All improvements, updates, or customisations made to the Platform — including those arising from Implementation Services — shall remain the exclusive property of Novafy.

8.2. The Client acknowledges that the Novafy Works are Novafy's Confidential Information and may include trade secrets or proprietary intellectual property protected by applicable law, including copyright, trade secrets, and industrial property regulations.

8.3. All Novafy Works remain the exclusive property of Novafy. The Client is not granted any rights over these Works, except for the limited internal-use license granted for the Deliverables. Nothing in the Purchase Order shall be interpreted as limiting Novafy's right to reuse its own Works or to offer similar services to other clients using the same materials.

8.4. Novafy's trademarks and trade names are legally protected distinctive signs owned by Novafy International. The Client may not use these in any commercial or public context without Novafy's prior written approval.

8.5. Novafy reserves the right to reuse general know-how, libraries, templates, data structures, routines, tools, and functions developed in the course of providing the Services — as long as this reuse does not disclose the Client's Confidential Information.

8.6. If the parties expressly agree to transfer any intellectual property rights, such transfer must be formalized in writing, specifying scope, limitations, additional compensation, and any applicable legal or technical conditions. Without such written agreement, no IP rights shall be considered transferred.

9. Confidentiality Obligations

9.1. Both parties agree not to disclose, use, or commercially exploit any Confidential Information obtained in the context of the Purchase Order or the Services, except with the prior written consent of the other party.

9.2. The confidentiality obligation does not apply if:

• Disclosure is necessary for the proper performance of the Services and is made to employees, advisors, or subcontractors who are bound by equivalent confidentiality obligations.
• The receiving party has prior written consent from the disclosing party.
• The information becomes publicly known through no fault of the receiving party.
• Disclosure is required by law, court order, or a government or regulatory authority.
• Disclosure is necessary to prove compliance with the contract or to claim unpaid fees, provided it is strictly limited to what is necessary.

9.3. Upon termination of the Services, each party must, at the other party's request, either return or securely destroy the Confidential Information, unless its retention is legally required or justified by valid contractual or documentation reasons.

9.4. The Service Provider may use aggregated and anonymized information derived from the Services for internal learning, quality improvement, or statistical purposes, provided that such use does not identify the Client or include personal data.

9.5. Both parties agree to implement appropriate technical and organizational measures to protect the confidentiality, integrity, and availability of Confidential Information during the term of the agreement and for a period of two (2) years after termination, unless a longer period is required by law.

9.6. All Services and Deliverables are intended exclusively for the Client's internal use, based on the information provided by the Client and for the purposes defined in the Purchase Order.

9.7. The Client agrees not to disclose, reproduce, or share the Deliverables with third parties without the Service Provider's prior written consent. If disclosure is permitted, the Client must inform the third party that:

• The Deliverables were prepared specifically for the Client and may not be suitable for other purposes.
• The Service Provider accepts no liability to third parties using or relying on the Deliverables.
• Any use by third parties is at their own risk and responsibility.

9.8. This clause does not apply where disclosure is required by law or a regulatory authority. In such cases, the Client shall, where legally possible, notify the Service Provider in advance.

10. Data Protection

10.1. Each Party agrees to comply with all applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (GDPR) and any relevant national legislation.

10.2. If, in the course of delivering the Services, the Service Provider processes personal data on behalf of the Client, the Service Provider will act as a Data Processor, and the Client as the Data Controller. In such cases, both Parties shall enter into a Data Processing Agreement (DPA) in accordance with Article 28 of the GDPR.

10.3. When acting as Data Processor, the Service Provider commits to:

• Process personal data only based on the Client's documented instructions.
• Ensure that all personnel with access to personal data are subject to confidentiality obligations.
• Implement appropriate technical and organizational security measures to protect personal data.
• Not subcontract any processing activities without prior written approval from the Client.
• Assist the Client in fulfilling obligations related to data subject rights, impact assessments, and consultations with supervisory authorities, where applicable.
• Upon completion of the Services, either return or securely delete all personal data, at the Client's discretion, unless legal retention is required.

10.4. In cases where the Service Provider acts as a Data Controller, it is responsible for ensuring proper information notices, legal basis, and — where required — obtaining data subjects' consent in compliance with applicable law.

10.5. The Client guarantees that it has a valid legal basis to provide the Service Provider with any personal data required to perform the Services and that it has properly informed the data subjects. The Client agrees to hold the Service Provider harmless from any liability resulting from a breach of this obligation.

10.6. The Service Provider may use anonymized or aggregated data, without identifying individuals, for internal quality improvement, analytics, and development, in full compliance with the GDPR.

11. Term and Early Termination

11.1. Entry into force. This Agreement enters into force on the date the Client signs the Purchase Order and remains valid until the Services have been fully delivered or the relationship is otherwise terminated in accordance with this clause.

11.2. Subscription Period and auto-renewal. Where the Purchase Order includes Platform Services, the Agreement shall remain in force for the Subscription Period specified therein. The Subscription Period shall renew automatically for successive periods of the same duration, unless either party notifies the other in writing of its intention not to renew at least thirty (30) days before the end of the then-current Subscription Period.

11.3. Termination by the Client. The Client may terminate the Agreement at any time by providing at least thirty (30) calendar days' written notice. In such case: (i) for Platform Services, the Client remains liable for all Fees due until the end of the then-current Subscription Period; (ii) for Implementation Services, the Client shall pay for all hours consumed up to the termination date; and (iii) for Consulting Services, the Client shall pay for all Services performed and justified expenses incurred up to the termination date. Termination before the end of the Subscription Period does not entitle the Client to any refund of prepaid Fees.

11.4. Termination by Novafy. Novafy may terminate the Agreement with fifteen (15) calendar days' written notice if the Client fails to make payments, provide required cooperation, or otherwise breaches any material obligation under this Agreement and fails to remedy such breach within the notice period. Novafy may also terminate the Agreement immediately in the event of an insubstantial breach, including infringement of Novafy's intellectual property rights.

11.5. Termination for insolvency. Either party may terminate the Agreement immediately upon written notice if the other party becomes insolvent, enters into liquidation, ceases to carry on its principal business activity, or becomes subject to enforcement proceedings that call into question its ability to meet its obligations.

11.6. Effect of termination. Upon termination of the Agreement for any reason: (i) all licences to access the Platform shall immediately cease; (ii) the Client shall promptly cease use of the Platform and any Novafy materials; and (iii) each party shall, upon request, return or securely destroy the other party's Confidential Information, subject to any legal retention obligations.

11.7. Survival. Clauses relating to intellectual property, confidentiality, liability, unpaid Fees, data protection, non-solicitation, and any other provisions which by their nature are intended to survive termination shall remain in full force after the end of the Agreement.

12. Amendments

Any changes or modifications to the Agreement — including these General Terms and Conditions or the Purchase Order — must be made in writing and signed or explicitly agreed upon by both parties in order to be valid.

13. Miscellaneous

13.1. The failure or delay by either party to exercise any right, remedy, or privilege under this Agreement shall not constitute a waiver of that right or any other rights.

13.2. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remainder of the Agreement shall remain in full force. The invalid provision shall be interpreted in a way that best reflects the original intention of the parties while remaining legally enforceable.

13.3. The headings in this document are for convenience only and do not affect its interpretation.

13.4. The Agreement is binding upon and benefits the parties and their respective successors and permitted assigns.

14. Force Majeure

14.1. The Service Provider shall not be liable for any delay or failure in the performance of the Services if such delay or failure is due to circumstances beyond its reasonable control ("Force Majeure"), including but not limited to: natural disasters, strikes or labor disputes, internet outages, cyberattacks, pandemics, war, civil unrest, or government actions.

14.2. A Force Majeure event shall not be considered a breach of the Agreement. However, the affected Party must promptly notify the other Party and make reasonable efforts to minimize the impact and resume performance as soon as possible.

14.3. If the Force Majeure situation continues for more than thirty (30) calendar days, either Party may terminate the Agreement with written notice, without liability for compensation, provided that Services already rendered are still to be paid.

15. Independence of the Parties

15.1. Each Party acts in its own name and on its own behalf. Nothing in this Agreement shall be interpreted as creating a partnership, joint venture, employment relationship, agency, or franchise between the Parties.

15.2. Neither Party is authorized to act on behalf of, bind, or represent the other Party without prior written consent. Each Party shall remain fully independent in managing its own resources, personnel, and decision-making.

16. Conflicts of Interest

16.1. The Service Provider delivers services to multiple clients across different industries, including clients who may operate in similar sectors or have potentially competing interests with the Client.

16.2. The Service Provider agrees to take reasonable measures to avoid material conflicts of interest during the execution of the Services, including, where necessary, separation of teams, information, or resources.

16.3. The Client agrees to promptly inform the Service Provider if it becomes aware of any actual or potential conflict of interest that could affect the contractual relationship. Both Parties shall cooperate in good faith to assess and resolve the situation in a fair and ethical manner.

17. Promotion and Commercial References

17.1. Unless the Client expressly objects in writing, the Service Provider may refer to the existence of the contractual relationship with the Client as part of its project portfolio.

17.2. Such references may include the use of the Client's trade name and logo in general marketing materials, presentations, or proposals, provided that no confidential information is disclosed.

18. Assignment and Subcontracting

18.1. Neither Party may assign or transfer its rights or obligations under this Agreement to a third party without the prior written consent of the other Party.

18.2. Notwithstanding the above, the Service Provider may subcontract specific tasks related to the Services to qualified collaborators or third parties, provided that:

• The Service Provider remains fully responsible for the performance of the Services, and
• Such subcontractors are bound by the same obligations, particularly regarding confidentiality, information security, and data protection.

19. Non-Solicitation of Personnel

19.1. During the term of the Agreement and for a period of twelve (12) months after its termination, the Client shall not, directly or indirectly, solicit, recruit, or hire any employees of the Service Provider who were involved in delivering the Services, without the prior written consent of the Service Provider.

19.2. If the Client breaches this obligation, the Client shall pay the Service Provider a penalty equal to twice the employee's gross annual salary. This penalty is agreed as a reasonable estimate of damages, covering recruitment and training costs, and shall not be considered an unfair contractual penalty.

20. Communications

20.1. All notices, requests, or communications relating to this Agreement shall be made in writing and sent to the addresses specified in the Purchase Order, or to any updated address notified in writing by either Party.

20.2. Email is recognized as a valid means of communication unless the Client has expressly objected in writing. Both Parties commit to maintaining reasonable levels of security and confidentiality when using email for contractual communications.

21. Partial Invalidity / Severability

21.1. If any provision of this Agreement is declared invalid, illegal, or unenforceable, such provision shall be deemed excluded without affecting the validity and enforceability of the remaining provisions.

21.2. The invalid provision shall be interpreted or, if necessary, replaced in such a way that it most closely reflects the original intent of the Parties while remaining legally valid.

22. Entire Agreement

22.1. The Purchase Order, together with these General Terms and Conditions and any annexes, constitutes the entire agreement between the Parties regarding the Services and replaces any prior agreements, negotiations, or communications, whether written or oral.

22.2. Any modification to this Agreement must be in writing and signed or explicitly agreed to by both Parties in order to be legally valid.

23. Compliance with Applicable Law and Jurisdiction

23.1. The Service Provider shall ensure that all Services are delivered in compliance with all applicable laws, regulations, and industry standards.

23.2. Any changes in legal or regulatory requirements that may affect the Services shall be communicated promptly to the Client. The Service Provider shall take the necessary measures to ensure continued compliance.

23.3. The Parties agree to first attempt to resolve any disputes arising from or related to this Agreement through good-faith negotiation. If unsuccessful, the Parties will consider mediation or arbitration before resorting to court proceedings.

23.4. In the event of litigation, the Parties agree to submit to the exclusive jurisdiction of the courts of Madrid, Spain.