General Terms and Conditions

1. PURPOSE AND SCOPE OF APPLICATION

The following General Terms and Conditions of Contract (hereinafter, GTCC) aim to establish the terms and conditions that will govern the relationship between ATH21, S.L.P. (hereinafter, ATH21) and the client, for the provision of ATH21 services described in the service proposal, which constitute an indivisible whole. ATH21 and the customer may be referred to in the clauses of the service proposal jointly as “parties” and individually as “party”.

2. DEFINITIONS AND INTERPRETATION

In interpreting the contract, the following terms have the meanings described:

• Service proposal: written document prepared by ATH21 in accordance with the client’s request and addressed to the client, describing the professional services to be provided by ATH21.
• Contract: set of documents prepared by ATH21 setting forth the terms and conditions under which ATH21 will provide professional services to the client. The contract is a unitary whole composed of these GCC, the proposal for services and, if applicable, other documents or additional terms duly referred to in the proposal or expressly agreed between the parties.
• Client: individual or entity that requires ATH21’s services and to whom the service proposal is addressed.
• Work team: people from ATH21 who are directly involved in the provision of services to the client.
• ATH21 Staff: any of ATH21’s partners, employees or collaborators.
• Confidential information: all relevant information that comes to the knowledge of one of the parties through the conclusion or execution of the services proposal, which is expressly qualified as confidential or that could be considered as such because it affects or refers to the organization, technology, projects, business, products or services of the parties.

Without prejudice to the specific clause in these GTC regarding the treatment of confidential information, information that may be obtained from a public record, file or file, that which has become public, that referred to in the clause and that validly provided by a third party not subject to confidentiality obligations shall not be considered as such.

Likewise, no information will be treated as confidential information if it can be understood as implying, directly or indirectly, an obligation of confidentiality imposed on the customer in relation to any service provided or product delivered by ATH21.

Deliverables: the information, advice, data or products, whatever the format, medium or support in which it is contained, specified in the service proposal as ATH21 elaborations for the client.

Other addressees: any person or entity other than the customer who, being a party to the contract or subsequently expressly adhering to it, is also the addressee of the deliverables.

Working papers: the information, data, documents, products, drafts, follow-up minutes or other elements used by ATH21 for the elaboration of deliverables.

Services: the services covered by the service proposal.

3. SCOPE OF ATH21 SERVICES

3.1 ATH21 shall provide the services on the basis of the information and documentation provided by the customer, which it shall assume to be valid, authentic, truthful and accurate, as well as with the collaboration of its personnel assigned to the job. In this sense, the deliverables provided to the client as a result of the agreed services will be the mere material embodiment thereof and do not presuppose an obligation of result or the validation or corroboration of the information provided by the client by any means or person.

3.2 ATH21 shall hold all intellectual and industrial property rights over the methodology used for the development of the services and over any documents or information resulting therefrom, which shall be prepared for the exclusive benefit and use of the client (and, if applicable, of the other recipients), and may not be provided or disclosed to any third party without the prior written consent of ATH21. However, the client and, if applicable, the other recipients may reproduce, quote or internally disclose the deliverables (although in no case partially) for the purpose of fulfilling the client’s own internal purposes or those of the other recipients, if applicable.

3.3 The Client may only disclose the Deliverables (but in no event in part) to its legal or other professional advisors for the purpose of obtaining advice in relation to the subject matter of the Services, provided that at the time of doing so the Client informs such advisors that: (i) may not disclose the content of such information without the prior written consent of ATH21 and (ii) may not disclose the content of such information without the prior written consent of ATH21 and (ii) ATH21 assumes no liability in connection with the services.

3.4 Notwithstanding the fact that the services may include advice, opinions and recommendations, all decisions related to their execution or implementation shall be the sole responsibility of the client, who shall decide at its discretion on their adoption and compliance.

3.5 In no event shall ATH21 be obligated to update any deliverable or information as a result of events or regulations subsequent to the final issuance of such deliverable or information provided to the customer.

3.6 Unless otherwise indicated, the customer authorizes ATH21 to disclose its involvement in the case if it has a public or legal interest. This does not authorize ATH21 to disclose information relating to the matter which, in any case, will be kept confidential. ATH21 may include the documentation reflecting its advice in its internal documentary bases, without prejudice to preserve in any case the duty of confidentiality.

4. FEES

4.1 ATH21’s fees shall be as set forth in the proposal for services.

4.2 Said fees shall be invoiced in addition to the expenses incurred at its expense in the performance of the services, duly justified, and the corresponding VAT.

4.3 Fee estimates are made assuming the occurrence of normal conditions in the performance of the services. Should circumstances arise that make it foreseeable that ATH21 would require a greater dedication or expense, ATH21 will inform the client in order to adjust the conditions of the service proposal by mutual agreement.

4.4 In case of non-payment of invoices issued within the established term, ATH21 may suspend the provision of services until they are paid or terminate the contract immediately, the customer waiving, by signing the contract, to claim any damages that may arise from such suspension or contractual termination as set forth in this clause. ATH21 may provide deliverables or work papers as proof of services rendered to third parties.

4.5 All clients and other recipients identified in the proposal for services shall be jointly and severally liable for the payment of the fees, as well as for the fulfillment of all other obligations assumed under this contract.

5. DILIGENCE AND PROFESSIONAL RESPONSIBILITY

5.1 ATH21 undertakes to perform the professional services referred to in the service proposal with due professional competence and diligence.

5.2 ATH21 or its personnel shall not be liable for indirect damages or consequential, special or incidental expenses of any kind (including, without limitation, loss of profit from opportunity costs or the like) even if they had been advised of their possible existence, nor for the results of decisions made by the customer or other recipients, nor to any third party who may have access to the result of the services.

6. DOCUMENTATION MAINTENANCE

ATH21 will maintain copies of documentation related to the services for a period of five years from the date of termination. After this period, the documentation related to the services will be destroyed unless the customer expressly requests otherwise in writing.

7. CONFIDENTIALITY OBLIGATIONS

7.1 Confidential information shall be understood as any relevant information that comes to the knowledge of one of the parties through the conclusion or execution of the contract and that is expressly qualified as confidential or that could be considered as such because it affects or refers to the organization, technology, projects, business, products or services of the parties.

7.2 Both parties undertake to refrain, without the prior written consent of the other party, from disclosing or bringing to the knowledge of third parties any confidential information, unless:
 is or becomes accessible to the general public as a result of disclosure by the party owning the confidential information;
 is previously known to the parties without any restriction on disclosure at the time of receipt;
 can be obtained from a public file or record;
 is information as provided for in paragraph 11 below;
 be independently developed by one of the parties without any breach of contract.

7.3 The parties agree not to disclose confidential information, except: (i) to partners, employees or collaborators of ATH21 who need to know it for the execution of services, as well as to other ATH21 personnel who need it to carry out other work for the client or in the exercise of a technical function of quality control or support; (ii) in case of non-payment of fees, as proof of the reality of the services rendered.

7.4 Upon written request from the customer, ATH21 will return to the customer the documentation containing confidential information. However, ATH21 may keep the copies necessary to comply with applicable professional standards or internal policies and in any case those that support the services offered.

7.5 ATH21 staff may aggregate client information with information from other sources in connection with project leadership in order to improve the delivery of its services and to enable the client to evaluate its business transactions and business opportunities. ATH21 staff will only use this information without attribution to the customer and without allowing identification of the customer as the source of the information.

7.6 ATH21 may use customer and service information for the purpose of accessing and sharing knowledge and information among ATH21 personnel only. ATH21 personnel receiving such information shall be bound by confidentiality obligations regarding such information in accordance with the provisions of this clause 7.

8. INFORMATION AND CONFLICTS OF INTEREST

8.1 Neither the Customer nor the other recipients may demand, anticipate or assume that the Task Force is aware of information held by other ATH21 personnel or require the Task Force to obtain such information from them.

8.2 Neither the Customer nor the other recipients may require the Task Force to use or disclose confidential information of another Customer that is known directly to the Task Force or other ATH21 personnel.

8.3 ATH21 may provide services or be proposed to provide services to a third party whose interests are in competition or conflict with the interests of the Customer (hereinafter, conflicting third party). In cases where the interests of such conflicting third party conflict with the interests of the client specifically and directly related to the subject matter of the services, the work team will not provide such services to the conflicting third party; however, other ATH21 personnel (other than the work team) may provide such services subject to the establishment of appropriate barriers.

8.4 ATH21, prior to the signing of this contract, has followed its internal procedures to try to identify potential conflicts. However, if the customer knows of any, whether actual or potential, he/she should inform ATH21 as soon as possible. In the event that a third party has previously contracted ATH21 for a service and, due to a change in circumstances, a conflict of interest arises and ATH21 considers that even with the activation of barriers the interests of any of its customers could be harmed, ATH21 shall be entitled to terminate this contract. The termination of the contract will be communicated in writing to the customer and will take effect on the same day of delivery of such communication, although before taking this measure ATH21 must inform the customer.

9. PREVENTION OF MONEY LAUNDERING

9.1 ATH21 is obliged to comply with the legislation in force at all times on the prevention of money laundering. In compliance with one of the obligations derived from said regulations, ATH21 is obliged to identify (and verify the identity) of its clients and the persons acting on their behalf, as well as the powers of these persons to act on their behalf, for which reason the client is obliged to provide ATH21 with all legally required information in order to comply with said obligations.

9.2 ATH21 is committed to prevent and prosecute corruption, and, therefore, the offering by the customer or other recipients to ATH21, its staff or third parties (or the mere suspicion thereof) of gifts, retribution, benefits or advantages, when such conduct is likely to be considered as a criminal activity, shall be considered grounds for immediate contractual termination.

10. PROMOTIONAL MARKETING ACTIONS

In order to carry out promotional marketing actions, email marketing, advertising or offering its services, ATH21 may use the trade name or trademark of the customer, and mention the services provided to him with a generic reference to the nature or character of those services, as well as those other data that are in the public domain, unless the customer refuses in writing.

11. SUBCONTRACTING

Unless expressly denied by the customer, ATH21 may use the services or supplies of third parties to assist it in the provision of services, assuming responsibility to the customer for the execution of such services or supplies.

12. EARLY TERMINATION AND SURVIVAL

12.1 Either party may terminate the contract or suspend its effects without just cause, giving the other party at least 60 days’ notice.

12.2 A party shall not be deemed to be in breach of its obligations or incur any liability to the other party if it is unable to perform under the contract as a result of extraneous circumstances beyond the reasonable control of that party, including situations of incompatibility for the provision of the services.

In this case, the party affected by such circumstance shall be obliged to notify the other party as soon as possible, and the latter may suspend or terminate the contract by notifying the other party immediately upon receipt of the other party’s communication.

12.3 In the event of termination or suspension without the services having been completed, ATH21 shall be entitled to recovery of all expenses incurred up to the date of termination or suspension, as well as fees to be calculated on the basis of the work performed up to that time, with the addition of any applicable taxes.

12.4 All agreements that may be applicable even after termination of the services shall survive termination or cancellation of the contract.

13. COMMUNICATIONS

13.1 Communications and notices from one party to the other party in connection with the services shall be sent to the addresses appearing in the proposal for services or to those replacing them after due notice has been given.

13.2 The Customer consents to the use of e-mail as a valid means of receiving notifications. Non-acceptance of notifications by this means shall require a written declaration to the contrary by the customer. The acceptance by the client of e-mail communications with ATH21 also implies the assumption of the risks inherent to the security and confidentiality of this type of communications, with both parties committing to maintain adequate and reasonable security means at all times according to the state of technology.

14. LEGISLATION AND JURISDICTION

14.1 The contract and all relations between the parties shall be governed by Spanish law.

14.2 With express waiver of the jurisdiction that may be applicable to them, the parties agree to submit any matter arising from the performance, execution or interpretation of the contract or the services arising therefrom to the Courts and Tribunals of Valencia.