General conditions of use of Software as a Service (SaaS)

These general conditions of use and their annexes and, where appropriate, the document of particular conditions constitute the entire contract (the “ Contract ”) between VONZU TECH SL (“ Vonzu ”), with registered office at Travessera de Gràcia 58, 08006 , Barcelona and CIF B67222703 and the natural or legal person identified as a client who contracts the services of Vonzu (the " Client ") in relation to the license that allows the Client access to the platform developed by Vonzu for the sector of services of urban merchandise distribution, which includes software that allows companies to digitize, automate and manage distribution logistics processes (the “ Platform ” and the “ Software ”, respectively).

Vonzu and the Client, hereinafter, may be referred to individually as the " Party " and jointly as the " Parties ", mutually recognizing each other's legal capacity and sufficient capacity to enter into this Agreement.

First. OBJECT

1.1 The purpose of this Contract is to define the terms that govern the license to use the Platform and the Software, where appropriate, the development and customization based on the Software/Platform owned by it (“ Developments ”), the support and maintenance and/or the additional Services that are contracted by the Client (“ Additional Services ”) in accordance with the agreement in each case between the Parties (jointly, the “ Services ”).

1.2 The Services will be provided according to the specifications described in this Contract and, where appropriate, as agreed in each case by the Parties, for which the Client declares to know and accept the functionalities of the Platform and the Software and the scope of the Services that he contracts. under the Agreement and accept them as is.

1.3 To start the contracting process, the Client must accept these general conditions of use (by signing or clicking the box for this purpose in the contracting process) and, where appropriate, the rates applicable to them (the “ Rates ”) and any other particular conditions agreed between the Parties (the “ Particular Conditions ”).

The Contract will be understood to be in force from the acceptance by the Client in the terms indicated in the previous paragraph.

1.4 Vonzu will also provide as part of the price of using the Platform, maintenance and support services under the terms described in the Contract.

1.5 Vonzu grants the Client a non-exclusive, non-transferable and non-licensable right to access and use the Platform under the terms described in the Agreement, in accordance with the documentation provided by Vonzu, including an operating manual. The Platform will be used from Spanish territory, although it may operate anywhere in which Google Maps can accurately locate a location, all while the Contract remains in force, subject to compliance with its payment obligations. Once the Agreement is terminated, the Client's right to access and use the Platform will terminate immediately.

1.6 Vonzu reserves the right to update and modify the terms and conditions of the Contract which can be accessed at any time at https://vonzu.io/ .

Failure to comply with any of the terms of use and conditions that make up the Agreement may result in the termination of the Client's account by Vonzu without any liability being derived from Vonzu.

Second. DURATION AND TERMINATION OF THE CONTRACT

2.1 This Contract will enter into force from the moment of its acceptance by the Client in the terms indicated in Condition 1.3 (the "Effective Date ") and will continue in force for an initial period of one (1) year, automatically renewing for periods of the same duration, unless either Party notifies their willingness to terminate it, with one (1) month's notice from the date on which the termination is intended to be made effective, plus the current calendar month at the time of termination. corresponding notification.

2.2 The Client will have a paid trial period of fifteen (15) days after signing this Contract, after which, without communication from the Client to the contrary, the Contract will be considered to continue for the period established in this Condition. If the Client communicates that they are not interested in the Platform license, they must pay the amount corresponding to the trial month and the additional Developments and Services contracted.

2.3 The Parties may terminate the Contract by: (i) mutual agreement and/or (ii) substantial or serious breach of the obligations of the other Party. In the event provided for in section (ii), a written communication of thirty (30) days before the termination of the Contract by the non-defaulting party to the defaulting party will be necessary. In the event that the breach is rectifiable, the termination of the Contract will take place only if the breach has not been remedied within the period of fifteen (15) days following the written request of the non-breaching Party notifying the breach in question and demanding its rectification.

2.4 Vonzu may terminate the Contract, including but not limited to, for the following reasons: (i) if the expiration date of any of the invoices issued under this Contract arrives, the Client has not made his payment and continues without paying it after the rectification period has elapsed since you were notified in writing of said breach; (ii) for violation of the terms and conditions of the license to use the Platform, its intellectual and industrial property rights or the Condition that regulates the obligation of confidentiality.

2.5 The Client may terminate the Contract for serious and repeated breach of the levels of service provision.

Downtime caused, directly or indirectly, by, but not limited to, any of the following reasons will not be considered a breach by Vonzu: (i) an event of force majeure; (ii) failure of the Internet or any public telecommunications network; (iii) failure of the Client's computer systems or networks; (iv) interruption of the Service for maintenance or support carried out in the terms described in this Contract; and (v) use of the Platform in an unauthorized manner under the Agreement.

2.6 In the event that discounts have been applied in the Rates in a given year and the Contract is terminated in advance, the Client must pay the difference between the amount of the Rates without the discount and the amount of the Rates with the discount. applied throughout the annuity in question. Consequently, in such a case, the Fees must be paid in full (that is, without applying any discount).

2.7 In any case, the Client will be obliged to pay all the invoices that are pending payment prior to the resolution date.

2.8 Once the Contract is finalized and the pending amounts and the migration price established in the Rates have been paid, Vonzu undertakes to provide termination assistance in accordance with the plan agreed by the Parties, which, among other aspects, will describe the tasks that Vonzu must carry out to provide assistance to the termination, migration and the maximum term for its execution, which must not exceed by the Client the amount of three (3) weeks from the payment of the price associated with this service.

2.9 The breach in the provision of any of the Services object of the Contract will not imply the breach and the resolution of those Services that had been provided in accordance with the agreement.

Third. DEVELOPMENTS CARRIED OUT AD-HOC

3.1 In relation to the calendar of the Platform Development works, the Parties will set the deadlines, the price and the specific conditions of the Developments by mutual agreement, which will become part of this Contract, which will be fully applicable to them.

3.2 The "sketch/mock-ups/simulations" of the Platform Development work to be carried out must be approved, in writing, by the Client within fifteen (15) business days from its delivery by Vonzu, considered approved once this period has elapsed. At that time, Vonzu will begin the Development work within the established period. Once completed, Vonzu will present the results to the Client, who will be able to verify and examine whether the Developments carried out are in accordance with the functionalities and requirements agreed between the Parties, and those must be approved, in writing, by the Client within the term fifteen (15) business days from delivery by Vonzu, considered approved once this period has elapsed. If, within the established period, the Client will communicate a lack of conformity, Vonzu will notify the date on which it can be corrected, after which correction the Client will once again have a new period of fifteen (15) business days to approve the new delivery. .

Quarter. USE OF THE PLATFORM. RESPONSIBILITY AND GUARANTEES

4.1 The Client must use the Platform and the SaaS in accordance with the documentation and instructions provided by Vonzu at all times, in accordance with its functionalities and exclusively for the Client's activity. It will be the Client's responsibility to ensure that all persons with access to the Platform are duly authorized by the Client and act in compliance with the conditions of this Contract and the rules of use of the Platform and any providers necessary for its operation that may have been established. release.

4.2 The Client must observe in the use of the Platform all the use policies that are provided by Vonzu at all times, as well as use the Platform in such a way that it cannot cause damage or hinder or impede its operation and for lawful purposes and in accordance with the agreed in this Contract. The Client must have a sufficient internet connection, of the browsers:

Google Chrome (v87.0.4280 onwards until Google stops supporting that version)
internet explorer: none
Microsoft Edge: v44.18363 onwards until Microsoft stops maintaining that version
Safari:
- Only for Mac or iPhone, not allowed on PC versions
- v 14.0.3 onwards until Apple stops maintaining that version
Mozilla Firefox: v85.0 onwards until Filezilla stops maintaining that version
Opera: v74.0.3911.154 onwards as long as Smartphone is maintained
Android devices: Android 9 onwards as long as it is maintained by Google

4.3 The Parties will be responsible for the damages and losses that they cause to the other Party as a result of

the performance of this Agreement. Notwithstanding the foregoing, Vonzu will only be liable for direct damages that derive from breaches that are attributable to it and up to an amount that may not exceed, in the set of claims, the amount paid (excluding taxes and expenses) in the last six (6) months or, failing that, in the Contract time elapsed, for the specific type of Service in which the breach occurred.

4.4 Compensable damages will be limited to damages directly associated with the technological and operational dimension of the Service. The business risk is in any case borne by the Client, as Vonzu is not responsible for the results that may be obtained from the operations processed by the Platform or for the responsibilities derived from the use that the Client makes of the contracted Services.

4.5 Vonzu will not be responsible for, among others, (i) documents, content and information of the Client

included in the Platform; (ii) the obtaining of concrete results or attention to the Client's needs that do not expressly arise from what is agreed in this Contract; (iii) operation of the Platform with the products or programs that the Client wishes (iv) operation of the Platform in an uninterrupted manner and completely error-free (iv) damages caused by causes beyond Vonzu's control, by any third party or by a unauthorized use of the Platform (v) geolocation errors of third parties that prevent the provision of services.

4.6 In no event shall the Parties be liable for indirect, incidental, special, punitive, consequential, or third-party damages, including, but not limited to, lost profits, loss of savings, loss of productivity, loss of data, databases, technology, interruption or loss of business or opportunities.

4.7 Vonzu subcontracts for the provision of Services to third-party providers such as MongoDB,

Google Cloud, AWS, among others, which provide their own limitations of liability and service level agreements, which is why in no case can it assume responsibility for non-compliance by said providers.

Fifth. SUPPORT AND MAINTENANCE SERVICES

5.1 During the term of this Contract, Vonzu will periodically provide the Client with adjustments, updates and corrections of errors, as well as notifying them two (2) business days in advance of any maintenance to be carried out if it is foreseeable that it may affect the availability. of the Platform and its content. In no case will maintenance be carried out on previous versions, nor on Developments once the period established in the Third condition above has elapsed, which will be carried out by paying the additional price established in the Particular Conditions.

5.2 Vonzu will provide technical and functional support services in accordance with the standards included in this Agreement in relation to the functionality of the Platform. The Service will be provided remotely.

5.3 The support will be made available to the Client by email from Monday to Friday working at the national and local level from 09:00 a.m. to 06:00 p.m. in the CET time zone (“ Opening Hours ”). The emergency service will be attended by email and will be subject to exceptional pricing if it is due to no fault of Vonzu.

5.4 The Client must provide, if Vonzu deems it necessary, the necessary support to resolve any incident on the Platform.

5.5 The general indicators of support service level are: (i) average response time [Attention hours: less than four (4) hours and in emergencies: less than two (2) hours] (ii) average resolution time of incidents, which will depend on whether the incident is considered critical, medium or low by Vonzu, in which case the indicative resolution period will be 8, 24 and 48 hours respectively. In the event that the incident is analyzed and Vonzu considers that it requires a longer resolution time, the Client will be notified as quickly as possible.

Sixth. CONSULTANCY, SUPPORT AND TRAINING SERVICES

6.1 The price of the license includes two (2) training sessions on the dates agreed upon by mutual agreement with the Client in order to inform the Client and the users authorized by the latter about the use of the Platform. The training will be carried out remotely, unless the Parties agree that it be face-to-face, in which case the Client must pay the expenses corresponding to the trip, which will be included as part of the next invoice. Additional training services that may be requested will be paid based on the prices established in the Rates.

Seventh. PRICE

7.1 The remuneration to be paid by the Client to Vonzu in consideration for the license to use the Platform and the Software and the provision of the Services are the rates agreed for this purpose between the Parties. The Rates may be modified after notifying the Client one (1) month in advance, after which without opposition from the Client up to a maximum of five (5) days before the date of entry into force of the aforementioned modifications, the new price will be considered accepted.

On the first business day of each month, Vonzu will send the Client the invoice for the license to use the Platform and the Software and the provision of the Services corresponding to the current month, and the Client must make the payment within fifteen (15) calendar days following the date of sending said invoice.

7.2 Once the term to make the payment of an invoice has expired and in the event that the opportune payment has not been made, the interest rate applied by the Central Bank plus eight percentage points will be applied to the amount owed, as well as a penalty of a daily amount equivalent to 5% of the amount owed, which will be added in any case and without the need for an express request to the principal debt. In addition, Vonzu will have the right to claim compensation from the debtor for all duly accredited collection costs that it has suffered due to the debtor's default, including returns of receipts.

If the delay in the payment of any invoice extends for a period greater than fifteen (15) calendar days, Vonzu may, at its sole discretion and discretion, suspend the availability of the Client Platform until all outstanding invoices are settled.

7.3 All kinds of present or future taxes, charges, encumbrances, rates and excise duties that are applicable to the Contract, will be paid by the Parties in accordance with the legislation in force at the time it is invoiced. In any case, it will be understood that prices increase, without therefore being included in them, and they will be broken down separately on each invoice.

7.4 The travel expenses that Vonzu may incur for the provision of the Services object of this Contract will be added to the following invoice.

7.5 Vonzu may apply, automatically and without prior notice, any amount it receives from the Client, to the payment of any previously due invoice. In this case, the amounts will be allocated firstly to the principal debt, secondly to cover late-payment interest and thirdly to cover expenses, if any.

Eighth. INTELLECTUAL / INDUSTRIAL PROPERTY

8.1 The Client expressly acknowledges that Vonzu is and will be the sole and exclusive owner of the intellectual property rights and/or industrial property rights, as well as any other rights of an analogous or similar legal nature and/or economic content of the Software, of the Platform , Developments, any work derived from them, the supports, the documentation and/or on each and every one of the elements, functions, creations and/or materials that derive from the Services provided. The Client, in turn, will be the exclusive owner of those own elements that he has contributed for the provision of the Services.

8.2 The industrial property rights over any domains, trademarks or trade names registered or used by any of the Parties, belong to that Party. The Client grants a non-exclusive license to Vonzu to use its trademarks for the purpose of publicizing the provision of the Services carried out.

8.3 In the case of a claim for violation of rights of third parties, Vonzu is entitled to alternatively: obtain for the Client the right to continue using the Software and the Platform, resolve the alleged violation of rights by modifying it or changing it with another Software or Platform that, essentially have the same functions or terminate this Agreement by advance written notice, without any obligation to indemnify the Client except in the terms described in Condition 4 in the event of damages credited to the latter.

8.4 The Client is not authorized to (i) reproduce, modify, distribute, rent, assign, license, communicate, make available, give access, incorporate or use for the benefit of third parties the Software, the Platform and the documentation associated with them or a copy of all or part of its content; (ii) copy or transform any feature, function or interface of the Software or the Platform; (iii) hinder or disrupt its integrity or performance; (iv) use them for purposes of an illegal or criminal nature; (v) disassemble, compile, decompile, translate, edit, reverse engineer, except as expressly permitted by applicable law, prior notice to Vonzu; (vi) eliminate any mention of ownership or reservations of intellectual and industrial property rights of Vonzu or third parties; (viii) exceed the limits of the account acquired based on the price paid.

Ninth. CONFIDENTIALITY

9.1 Vonzu and the Client will maintain the confidentiality of the information received, provided or in any other way known by reason of the Contract. All information of any nature related to one of the Parties, its business, technology, clients and/or suppliers that, whatever its medium and form of communication, (i) is provided by that Party (or by any natural or legal person acting in its name, or on its behalf, or on its behalf, including its employees, consultants, advisors of any kind, agents, etc.) to the other at any time, and (ii) any analysis, compilation, study, summary, extract or document of any kind developed by any of the Parties or jointly by them based on the information referred to above; classified as confidential or that, due to the nature or circumstances of the communication, should be considered confidential in good faith (the " Confidential Information "). The existence and content of this Agreement will be considered as Confidential Information.

9.2 Each Party agrees to maintain and treat as strictly confidential all Confidential Information of the other and to (i) not disclose the Confidential Information to any third party, except its authorized agents, employees, advisors, subcontractors and shareholders, and to the extent that is strictly necessary for the fulfillment of the obligations assumed by this Party derived from this Contract, who will be subject to the confidentiality obligations established in this Condition, and (ii) not reproduce, transform or, in general, use it for a different purpose. for which it was disclosed or provided.

9.3 The obligation of confidentiality established in this Condition will not apply to information that (i) was in the public domain at the time it was disclosed or was subsequently made public for reasons other than breach of this Agreement; (ii) was already in the possession of one Party before it was supplied by the other and is not subject to another confidentiality agreement, provided that this fact is revealed to the other prior to the time of its disclosure; (iii) received through third parties without restrictions and without implying a breach of the Contract; or (iv) must be disclosed to comply with a legal obligation, judicial or administrative order, notifying it five (5) business days in advance of the other.

9.4 The duty of confidentiality regulated in this Condition will be maintained during the term of the Contract and indefinitely after its termination.

Tenth. DATA PROTECTION

10.1 The Parties undertake to comply with the data protection regulations, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, General Data Protection (“ GDPR ”) and the Law Organic 3/2018, of December 5, Protection of Personal Data and guarantees of digital rights (“ LOPD ”).

10.2 In this sense, the Parties are informed that the personal data included in this Contract, among them, those referring to the legal representatives of the signatory parties, will be processed respectively by each of the parties with the exclusive purpose of carry out the management, development, compliance and control of the contractual relationship, this being the legal basis that legitimizes the processing of personal data. The Parties will process and keep the data while this relationship continues and, once it has ended, the data will be kept duly blocked for the sole purpose of addressing possible legal responsibilities that may arise from the relationship maintained. No more communications of the aforementioned personal data are foreseen than those required by current regulations and those necessary for the management, development, compliance and control of the contractual relationship. Likewise, the Parties inform each other of the possibility of exercising, among others, their rights of access, rectification, opposition, deletion, limitation and portability by contacting the registered office indicated in this Contract. In this sense, if any of the Parties or the subjects involved in the signing of this Contract does not obtain a satisfactory response and wishes to make a claim or obtain more information regarding any of these rights, you can go to the Spanish Protection Agency of Data (www.aepd.es) .

10.3 The correct execution of this Contract implies the processing of personal data for which the Client is responsible (“ Responsible for Treatment ” ) by Vonzu (“Processor ”). Consequently, the person in charge of the treatment undertakes to comply with all the instructions related to said treatment established in the Treatment Assignment Contract that is attached as Annex I that will be signed simultaneously with the acceptance and signing of these conditions, and whose pro-forma is attached as .

Eleventh. MISCELLANY

11.1 All communication related to the daily management of this Agreement and its execution shall be in writing and must be (at the option of the Party that must make such notification): (i) personally delivered; (ii) sent by certified mail or burofax, with acknowledgment of receipt; (iii) sent by email; or (iv) sent by a courier service, addressed to the people and at the addresses and emails provided by the Parties. Communications will be considered validly made: (i) on the date of their delivery, if they are delivered personally, (ii) on the date of the acknowledgment of receipt, if they have been sent by certified mail or burofax, (iii) on the date of sending the email, or (iv) the day after the date on which the notification has been delivered to the courier service, if it is sent through said service. Any change in addresses or persons for notification purposes must be immediately communicated to the other Party in accordance with the rules established in this section.

11.2 This Contract constitutes the entire agreement between the Parties in relation to the provision of the Service that is the object of the same, substituting and rendering null and void any contract, proposal, correspondence, declaration of intent or other prior communication, whether written or verbal. If there is any conflict between what is established in the Contract and what is agreed by the Parties regarding Developments and additional Services, what is agreed by them will take precedence.

11.3 Unless otherwise expressly agreed, the delay or failure to exercise any right that corresponds to any of the Parties in case of infringement or non-compliance by the other Party, will not prejudice any of said rights nor will it be interpreted as a waiver against said infringement. or breach, nor does it imply any consent to it.

11.4 In the event that any of the terms and conditions, rights or obligations agreed upon in the Contract is null and void under the applicable legislation or by judicial or administrative resolution, it will be deemed not to apply and the Parties undertake to negotiate in good faith its substitution. The remaining parts of the Agreement will not be affected and will remain in force.

Twelfth second. APPLICABLE LAW AND DISPUTE RESOLUTION

12.1 This Contract will be governed, interpreted and executed in accordance with Spanish law.

12.2 For the resolution of any dispute that may arise in relation to the interpretation, execution or termination of this Contract, the Parties, expressly waiving the jurisdiction that may correspond to them, submit to the Jurisdiction and Competence of the Courts and Tribunals of Barcelona.

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