Terms and Conditions of Service

1. Purpose and scope of the license

1.1. Under this Agreement, Clevergy grants the Client a non-exclusive, non-transferable license right of use to facilitate access to and use of the Application (the "License").

1.2. The granting of this license is subject to the Client's fulfillment of all its obligations and, in particular, to the payment of the prices set out in the Purchase Order.

2. Financial terms

2.1. The applicable prices and the billing and payment terms are set out in the Purchase Order.

2.2. Unless the Parties agree otherwise, prices shall be paid in euros (EUR).

2.3. The prices set out in the Purchase Order do not include taxes, tariffs, bank charges or any other applicable levies. Each Party shall bear the payment of the charges corresponding to it in accordance with the law.

2.4. Invoices shall be issued by Clevergy at the time the License is acquired. Clevergy shall issue its invoices on a monthly basis. Invoices must be paid by the Client within thirty (30) days from the invoice issue date.

3. Price changes

3.1. Clevergy reserves the right to review, at any time, the price applicable to the License, upon prior notice to the Client sent by email.

3.2. Clevergy reserves the right to modify prices annually in line with the increase in the Consumer Price Index (CPI) published by the Spanish National Statistics Institute (Instituto Nacional de Estadística) or an equivalent body.

4. Term

4.1. This Agreement shall take effect on the start date of the License term indicated in the Purchase Order (the "Subscription Period") and shall remain in force for as long as a Subscription Period is ongoing.

4.2. Once the Subscription Period has begun, the Client shall have access to the contracted Application.

4.3. Unless a different term is expressly set out in the Purchase Order, the Subscription Period shall have a duration of twelve (12) months.

4.4. The Subscription Period shall renew automatically for successive periods of equal duration, unless either party has given the other written notice of its wish not to renew the Subscription Period at least sixty (60) days before its expiry date.

5. Termination

5.1. In addition to any of the grounds for termination provided by law, this Agreement may be terminated in the following cases:

• a) Where the Subscription Period is not renewed in accordance with the terms described in the preceding clause.
• b) At the will of either Party, without needing to state any cause, provided that written notice is given to the other Party at least sixty (60) days before the termination date.
• c) For breach by either Party of the obligations established in the applicable legislation or in this Agreement, subject to the following conditions:

• If the breach is curable, the non-breaching Party may terminate the Agreement by simple written notice if, having previously notified the breaching Party of its breach, the latter fails to cure it within ten (10) business days.
• If the breach is not curable, the non-breaching Party may terminate the Agreement with immediate effect by simple written notice. By way of example, any breach affecting Clevergy's intellectual property or confidential information shall be deemed incurable.

• d) In the event that Clevergy discontinues its activity or ceases, for any reason, to provide the services related to the Application.

5.2. The clauses of this Agreement that, by their nature or by the express or implied intention of the Parties, must continue to bind the Parties after termination of the Agreement shall remain in force as agreed. By way of example, the rights and obligations relating to intellectual property and confidentiality shall survive termination of the Agreement.

6. Changes to the Application

6.1. Clevergy reserves the right, at any time and without prior notice, to make improvements, replacements or other modifications to any functionality or content of the Application. These changes may be due to various reasons, including Clevergy's wish to increase the capabilities of its Application, the need to adapt to regulations or to technological developments.

6.2. Where, during the Subscription Period, one or more updates to the Application occur, the Client may have access to the updates.

6.3. If the modifications negatively affect the Client by materially diminishing its functionalities, they shall be notified to the Client and shall not, unless otherwise agreed between the Parties, take effect until the start of the next Subscription Period.

7. Prohibited uses of the Application

7.1. In addition to fulfilling the obligations corresponding to it under the applicable regulations, the Client undertakes to:

• a) Not use the Application to transmit or install viruses or other harmful elements.
• b) Not attempt to access restricted sections of the Application or its systems and networks.
• c) Not attempt to breach the Application's security or authentication measures.
• d) Not modify, replicate, reverse-engineer, or decompile the code or the underlying algorithms of the Application, except in those cases where the law expressly authorizes it.
• e) Not interfere with the performance of the Application and, in particular, not make abusive use of the Application in order to cause it to become overloaded.
• f) Not use the Application for the purpose of extracting information that would enable it to offer a product or service (analog or digital) that competes with the Application.

8. Limitation of access to the Application

8.1. The Client's access to the Application may be restricted and/or limited in the following scenarios, without any liability arising therefrom for Clevergy:

• a) When maintenance or update tasks are carried out on the Application.
• b) When Clevergy suspects that the Client is using the Application in violation of the terms of this Agreement or of the applicable legislation.
• c) When necessary to comply with a judicial requirement or one from any competent authority, or with the applicable regulations.
• d) When the Client fails to meet its payment obligations in due time and form.

9. Access to the Application after termination

9.1. This license is limited in time to the Subscription Period.

9.2. Once this License Agreement is terminated, the Client shall automatically lose access to the Application and to all the information contained therein, including any Client information.

10. Intellectual Property

10.1. Clevergy owns all intellectual property rights to the Application, as well as to all its documentation and/or related information (with the exception of third-party data that Clevergy merely collects and makes available to the Client). This includes, by way of example: (i) all rights to the source code, object code, interface, databases, manuals, tangible or intangible elements, and the other elements that make up the Application; as well as (ii) all rights to the logos, registered trademarks, trade names, and other distinctive signs of Clevergy.

10.2. By contracting a subscription to an Application, the Client acquires only a time-limited, non-transferable, and non-exclusive right to use the Application.

10.3. The rights to use the Application are granted to the Client by license (not by sale), and the Client has no right whatsoever over the Application other than the right to use it. This Agreement does not entail any type of assignment in favor of the Client beyond what is expressly stated in this clause.

10.4. Clevergy may use the trademarks, logos, trade names, and other distinctive signs owned by the Client in connection with the purposes contemplated in this Agreement (by way of example, Clevergy may use the Client's distinctive signs and other elements protected by intellectual or industrial property rights to adapt the look & feel of the Application to the Client's corporate identity). In any case, Clevergy undertakes to use them: (i) following the style instructions that the Client may provide, and (ii) taking due precautions to ensure appropriate use of such logos and/or distinctive signs, with the aim of avoiding any harm to the Client's image and reputation.

10.5. Likewise, Clevergy may use the trademarks, logos, trade names, and other distinctive signs owned by the Client in its presentations and professional portfolio displays, as well as on its website or social platforms, for the duration of the contractual relationship, for the purpose of naming the Client as a client of Clevergy. The Client may revoke this authorization by written notice sent to Clevergy's contact email address indicated in the Purchase Order.

11. Confidentiality

11.1. For the purposes of this Agreement, confidential information (the "Confidential Information") shall be deemed to be all information of any nature (technological, scientific, industrial, commercial, organizational, financial, etc.) communicated by one Party to the other in connection with this Agreement, regardless of the medium used for its disclosure (oral, written, etc.).

11.2. Unless expressly authorized otherwise by the disclosing Party, the receiving Party must: (i) keep the Confidential Information secret, (ii) not reproduce it, (iii) safeguard it diligently, applying the same level of diligence with which it protects its own Confidential Information (provided that this level of diligence is reasonable and sufficient), (iv) share it only with those employees or collaborators who need to know it to ensure the correct performance of the services, and not disclose it to any other third party, (v) use the Confidential Information exclusively for those purposes that are strictly necessary to comply with this Agreement, and (vi) immediately attend to any request from the disclosing Party of the Confidential Information requiring its return or destruction.

11.3. The Parties shall impose these confidentiality obligations on their employees and collaborators.

11.4. The Parties shall not be subject to the confidentiality obligation governed by this clause when the Confidential Information must be disclosed by legal mandate or to comply with an order of a judicial or administrative nature, provided that they notify — to the extent legally possible — such circumstance to the party to whom such Confidential Information belongs.

11.5. The confidentiality obligations shall apply during the term of this Agreement and for five (5) years after its termination. In any case, the confidentiality obligations regarding Confidential Information that also qualifies as a trade secret under Law 1/2019, of 20 February, on Trade Secrets, shall endure indefinitely.

12. Clevergy's representations and warranties

12.1. Clevergy warrants that it owns all intellectual and industrial property rights to the Application to the extent necessary to grant the licenses governed by this Agreement.

12.2. Although Clevergy takes reasonable measures to ensure the correct functioning of the Application, the Application is provided "as is" and "as available", without express or implied warranties of any kind (including, among others, merchantability or fitness for a particular purpose).

12.3. Clevergy does not accept claims for alleged specifications that the Application should meet, nor is it bound by mistaken expectations regarding the functionality of the Application.

12.4. The Application allows the Client to access data and information on the energy consumption of users registered with Clevergy. Clevergy merely collects information from various sources to which the user consents Clevergy's access for analysis. For this reason, Clevergy is not responsible for the lack of completeness or accuracy of that information, assumes no liability, and offers no warranty in relation to such information.

12.5. Among others, Clevergy shall not be liable for the damages and losses that the Client or a third party may suffer as a result of:

• a) The lack of accessibility, availability, usefulness, or performance of the Application.
• b) The errors or lack of accuracy of the information contained in the Application.
• c) The unlawful intrusion of a third party or the introduction of viruses into the Client's user account or its computer systems.
• d) The lack of compatibility between the Application and the devices or networks the Client uses to access them.

12.6. If at any time the Client detects faults or errors in the information contained in the Application, it must notify Clevergy through the contact email address, so that Clevergy can take the appropriate measures. However, this does not guarantee that the error can be corrected by Clevergy.

12.7. Unless the applicable law requires otherwise, under no circumstances shall Clevergy be liable to the Client or to third parties for any loss of profits, loss of use, loss of revenue, loss of goodwill, business interruption, loss of data, or any indirect, special, incidental, exemplary, punitive, or consequential damage of any kind arising out of, or in connection with, the Agreement or the Client's use (or inability to use) any part of the Application, even if Clevergy has been advised of or is aware of the possibility of such damages.

12.8. Under no circumstances shall Clevergy's total liability to the Client or to any third party exceed the total amount of the fees that the Client has actually paid to Clevergy during the twelve (12) months immediately preceding the event giving rise to the claim.

12.9. In the event that the applicable law does not permit the limitation or exclusion of certain liabilities as set out in this document, Clevergy's liability shall be limited to the maximum extent permitted by the applicable law.

12.10. Clevergy shall not be liable to the Client to the extent that it is prevented from or delayed in performing its obligations by acts, events, omissions, or accidents beyond its reasonable control, including, without limitation, strikes, lockouts, or other labor disputes (whether or not they directly affect its own or third-party workforce), failure of a utility service or of a transport or telecommunications network, act of God, war, riot, insurrection, malicious damage, compliance with any applicable law, accident, breakdown of plant or machinery, fire, flood, or storm, provided that (a) the Client is notified of such event and of its expected duration in reasonable detail, and (b) Clevergy continues its efforts to resume the provision of the Services as far as possible without delay.

13. Client's representations and warranties

13.1. The Client acknowledges that the Application has not been designed or adapted to meet the Client's individual requirements. It is the Client's responsibility to ensure that the operational and technical characteristics of the Application meet its needs before executing the Purchase Order.

13.2. The Client shall be solely responsible for the damages caused to third parties as a result of its use (or inability to use) the Application.

13.3. Likewise, the Client warrants that it will use the Application solely for lawful purposes.

13.4. The Client shall hold Clevergy harmless from any claim, fine, or penalty that Clevergy receives as a result of the Client's use of the Application.

14. Support service

14.1. Clevergy provides the Client with a support service through a ticketing system. The procedure and conditions of the support service are as follows:

• The Client shall send an email to the address duly indicated to it by Clevergy. This address is managed by the ticketing platform.
• The email sent by the Client shall generate a ticket, which will reach Clevergy's support team through the ticketing platform. In order for Clevergy to properly handle the Client's request, the email sent by the Client must contain as detailed a description as possible of the incident or query.
• The Client may only send emails to the support address from the email address it has previously agreed upon with Clevergy. The Client may not generate tickets from any other email address.
• Following the sending of the email reporting an incident or query, the ticketing platform shall generate, on the same day or the next business day, a response and shall assign the ticket an incident number and a priority level (low, medium, or high) that will depend on its criticality.
• Clevergy shall provide its support service Monday to Friday (except public holidays), between 10am and 6pm (CET or CEST, as applicable). Both national and local public holidays shall be considered holidays. Local holidays shall depend on the location of the support team assigned to the Client. At the start of each calendar year, the Client may consult Clevergy for the calendar of national and local holidays. If Clevergy subsequently changes the location of the support team and this affects the holiday calendar, Clevergy shall notify the Client.

15. Data protection

15.1. Each Party shall process the identifying data of the representatives of the Parties signing this Agreement for the purpose of fulfilling the objectives specified in this Agreement. The basis for such processing shall be the performance of the contract.

15.2. The Parties shall retain the data for as long as the relationship between the Parties remains in force and after its termination, where necessary to comply with their legal obligations.

15.3. The data shall not be transferred to third parties unless strictly necessary for the performance of this Agreement.

15.4. The representatives of the Parties signing this Agreement may exercise, to the extent applicable, the rights of access, rectification or erasure, restriction of processing, objection, or portability at the registered addresses of each of the Parties set out in the heading.

15.5. Clevergy informs that it has appointed a Data Protection Officer who can be contacted at the following email address: dpo@clever.gy.

15.6. In the event that any of the signatories of this Agreement considers their data protection rights to have been infringed, they may file a complaint with the Spanish Data Protection Agency (Agencia Española de Protección de Datos, https://www.aepd.es/es) or another competent supervisory authority.

15.7. Both Parties shall hold the other Party harmless from any claim, damage, debt, loss, fine, penalty, costs, and expenses, including reasonable attorneys' fees, arising from any breach of the obligations contained in this clause or in the regulations in force regarding the protection of personal data.

15.8. The provision of the services established in this Agreement shall involve access to the personal data of third parties, which access shall be formalized in the corresponding Data Processing Agreement, attached to this contract as Annex I.

16. Notices

16.1. In order to ensure reliable and smooth communication for the day-to-day management of their contractual relationship, the Parties shall use the email addresses set out in this clause.

16.2. Notwithstanding the foregoing, communications that may affect the continuance of the Agreement (such as notices of breach or termination) must be sent, in addition to by email, by burofax (certified telegram) or registered mail to the registered addresses of each of the Parties set out in the heading (unless the recipient Party acknowledges receipt of the communication received by email and deems it sufficient).

16.3. The contact coordinators and their email addresses are designated below:

For Clevergy:

• Contact person: Beltrán Aznar
• Contact email address: beltran.aznar@clever.gy
• Contact telephone: +34 683 706 078

16.4. The Parties must immediately communicate any change to their contact details.

17. Miscellaneous

17.1. The Parties act under this Agreement on their own account and as independent businesses. In particular, nothing in this Agreement shall be construed as giving rise between the Parties to an employment relationship or a business partnership.

17.2. As independent businesses, each Party undertakes to remain at all times up to date with the legal, labor, and tax obligations that concern it before the Spanish Tax Agency (Agencia Tributaria), Social Security, or any other authority.

18. Jurisdiction and applicable law

18.1. For any matters arising in relation to the interpretation or application of this Agreement, including those points not expressly contemplated in it, Spanish regulations shall apply.

18.2. The Parties expressly agree to submit this Agreement to the courts and tribunals of the city of Madrid.