IMPRESSUM

GENERAL TERMS AND CONDITIONS LX World Services SL, as at February 2024

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1. Structure
1.1.
These General Terms and Conditions, together with the cover letter, the applicable remuneration agreement and any enclosures, form the contractual basis for the services delivery by LX World Services, S.L. to the client.

1.2.

For the purposes of this consultancy services agreement, “contracting party” refers to LX World Services, S.L. or the client. LX World Service, S.L. is hereinafter referred to herein as LX.

1.3.

In the event of discrepancies or ambiguities between the provisions of this Consultancy Services Agreement, they shall apply in the following order of preference (unless otherwise expressly agreed):
(a) the covering letter,

(b) the applicable remuneration agreement and any annexes thereto. (c) these General Conditions; and
(d) any other annex to this Consulting Services Agreement.

2. Definitions

Terms highlighted in italics but not defined in these General Conditions shall have the meaning specified for them in the applicable cover letter or remuneration agreement.

In addition, the following definitions apply:

2.1

Services: any consulting, communication, information, technology or other content services provided to LX under this service contract.

2.2

Report: a working document (or part thereof) that is on LX letterhead or bears the LX logo or is otherwise recognisable as being produced by LX or in collaboration with LX.

2.3

LX Member: a member company of the LX Network and any company operating under a single brand on the basis of an agreement with a member company of the LX Network.

2.4

LX Persons: Subcontractors, members, shareholders, directors, partners or employees of LX or any other LX Affiliate.

2.5.

Internal support services: internal support services used by LX, in particular: (a) administrative services; (b) accounting and billing support; (c) network coordination; (d) IT functions such as business applications, systems and security management, data storage and retrieval; (e) conflicts of interest, risk management and quality audits; and (f) for statistical purposes (benchmarking).

2.6

Client information: Information that LX receives from the client or a third party on the client’s behalf.

2.7

Personal data: Client data relating to identified or identifiable natural persons.

2.8

Support service providers: external service providers of LX and other LX members and their respective subcontractors.

3. Provision of services
3.1.
The services will be provided by LX with due diligence to the best of our knowledge and belief.

3.2

LX is authorised to subcontract part of the services to one or more members of LX or to third parties who may contact the client directly. Responsibility for the provision of services to the client rests solely with LX.

3.3.

LX acts as an independent contractor and not as an employee, representative or shareholder of the client. The client is solely responsible for management decisions in relation to the services and the decision on the degree of suitability of the services for the client’s purposes. The client shall appoint qualified contact persons for LX for the supervision of the services and the use and implementation of the services and work results.

3.4.

The Client undertakes to provide (or ensure that others provide) LX in a timely manner the information, resources and client support (including access to documentation, systems, premises, and personnel) necessary to provide the Services.

3.5

The client’s information must be correct and complete. LX shall rely on the client’s information and, unless otherwise agreed by LX, shall not be responsible for checking its accuracy.
The supply of Client Information (including Personal Data), resources and support to LX shall be in accordance with applicable law and shall not infringe the copyright or other rights of any third party.

4. Services
4.1.
All services are intended to be used by the client in accordance with the applicable service description on the basis of which they were provided.

4.2.

Insofar as LX is obliged to submit the services in writing as part of the execution of the order, only the written submission shall be binding. Unless otherwise agreed, oral statements and information provided by LX shall only be binding if confirmed in writing.

The client is not entitled to rely on the preliminary version of a performance. LX shall not be obliged to update a final performance due to circumstances or events which only come to LX’s knowledge, or which occur, after delivery of the performance result, unless otherwise agreed or unless LX is obliged to do so due to the nature of the services provided.

4.3

Unless otherwise agreed in a service description, the client shall not be entitled to disclose a report (or any part or summary thereof) or make any reference to LX or any other LX Member or LX Person in connection with the Services; this does not apply to

(a)
affiliated companies, lawyers and legal and professional advisers of clients and affiliated companies if, subject to this prohibition on disclosure, they use the report solely to advise the client in relation to the services provided;

(b)
to the extent that the Client is required by law to make a disclosure (of which the Client shall promptly inform LX to the extent permitted by law); or

(c)
to other persons or companies (with the prior written consent of LX), in which case they may only use the report within the framework of the consent granted.

In the event that the Client discloses a report (or parts thereof), the Client is not, however, permitted to make changes, edits or modifications to it. The Client remains obliged to inform the third party to whom he discloses the report that he may not rely on it for any purpose without the prior written consent of LX. Notwithstanding the foregoing, the provisions of this Clause 12 shall not prohibit the Client from using information that does not constitute a Report in communications with third parties, provided that no reference is made to the involvement of LX or any other LX Member in the preparation of such information and the Client assumes sole responsibility for such use and communication.

5. Limitation of liability

a)
LX shall be liable for damages or reimbursement of costs in accordance with statutory

provisions for risk of death, personal injuries, limb or health damages.

(b)
LX shall only be liable for other damages in accordance with the following provisions. LX shall be liable in accordance with the statutory provisions for damages caused by fraudulent behaviour, intent or gross negligence. In the case of mere negligence, the liability of LX shall be limited to the amount of the foreseeable damage which is typical for the contract.
5.1.
Time limitation (deadline): Claims against LX shall become extinguished if no action is brought within six months after written refusal of compensation, provided that the client has been informed of this consequence. This does not apply to claims for damages, which are

attributable to wilful or grossly negligent behaviour, as well as in the case of culpable death, or damage to physical integrity or health, in which case the statutory period shall apply. LX reserves the right to assert the defence of the statute of limitations.

6. No liability to third parties

Unless expressly agreed otherwise with the Client, LX shall be exclusively liable to the Client for the provision of the Services and the Services are intended solely for the Client. Therefore, the Services do not affect the interests of third parties (including recipients in accordance with clause 4.3) and are therefore not intended to serve as a basis for the decisions of third parties, and the latter may not derive any rights from this contract or otherwise benefit from it. If a service is disclosed directly or indirectly by the Client (or at the Client’s request) to third parties (including disclosures permitted under clause 4.3), the Client undertakes to hold LX and the other LX Members and LX Persons harmless against any third party claims and to indemnify and reimburse LX for any damages, costs (including the time of LX employees) and expenses (including reasonable external and internal legal fees) arising out of or in connection with such disclosure. This obligation shall not apply to the extent that LX has expressly agreed in writing that the third party may make use of the result of the performance.

7 Intellectual property, copyright and usage rights

Each party shall retain its rights to existing intellectual property. Unless otherwise provided in the applicable Statement of Work, the intellectual property developed in connection with the LX Services and the working papers prepared (other than the Client Information contained therein) shall remain the property of LX.

8 Confidentiality, data protection and data security

Unless otherwise agreed in this Service Agreement, neither Party shall have the right to disclose to third parties any information provided by or on behalf of the other Party that is reasonably considered to be confidential (in the case of LX, including client information).

However, the Parties are authorised to disclose such information to the extent that (a)

have fallen into the public domain or have been made public without breach of this contract;

(b)
that, subsequent to the conclusion of this contract, the recipient has received information from a third party who is not bound to keep the information confidential vis-à-vis the disclosing party;

(c)
were already known to the recipient at the time of disclosure or were independently disclosed subsequently;

(d)
disclosed to the extent necessary to enforce the Receiver’s rights under this contract; or

(e)
must be disclosed by law.

8.1

The contracting parties may also exchange information by e-mail. Sending an unencrypted e- mail entails the risk that this message may be intercepted by an unauthorised third party and its content may be read or disclosed. Each contracting party has the right to encrypt the e-mail communication or to request encryption or other solutions for the secure exchange of data. Knowing the risks associated with unencrypted e-mail communication, the client agrees that LX may communicate by unencrypted e-mail, including the information contained therein and attached documents, to the client or to third parties involved in the provision of services.

8.2

LX uses other LX Members, LX Persons and support service providers who may have access to Client Information in connection with the provision of the Services and to provide internal support services. LX shall be liable for any use or disclosure of Client Information by other LX Members, LX Persons or support service providers to the same extent as if LX itself had acted.

8.3

As a professional consulting firm, LX is obliged to determine, at its own discretion, the purposes and means of the processing of all Personal Data in the provision of its services.
Accordingly, LX acts as an independent controller for the processing of Personal Data subject to the Data Protection Regulation (EU) 2016/679 and Spanish L.O. 3/2018, on the Protection of Personal Data and Guarantee of Digital Rights, or other applicable data protection regulations, unless otherwise specified, and not as a processor bound by instructions or as a data controller jointly and severally with the Client. For services for which LX acts as processor on behalf of the client, the contracting parties shall agree on the appropriate rules for processing the assignment.

8.4

If Client requires LX to access or use Client’s or third-party’s systems or devices, LX shall not be responsible for the confidentiality, security or privacy controls of such systems or devices or their performance or compliance with Client’s requirements or applicable law.

8.5

For the purpose of providing the Services, LX is authorised to grant access to technology-based collaboration tools and platforms or to make them available to employees of the Client or third parties acting on behalf of or at the request of the Client. Responsibility for compliance with the relevant conditions for the use of these tools and platforms by these persons rests with the Client.

9. Compliance

In the performance of their respective rights and obligations under this Agreement, LX and the Client shall comply with all applicable laws and regulations regarding bribery or corruption.

10. Remuneration
10.1
The Client’s payment obligation shall include payment of LX’s remuneration and certain expenses for the Services in accordance with the applicable Statement of Work and its annexes. Client shall also reimburse LX for other reasonable out-of-pocket expenses incurred by LX in providing the Services. LX’s remuneration does not include taxes or similar charges, duties, fees,

or charges incurred in connection with the Services shall be borne by the Client (except for personal income tax). LX may request reasonable advances on remuneration and reimbursement of expenses and make the delivery of the Services conditional upon full satisfaction of LX’s claims. Insofar if not agreed otherwise in the description of the service, the remuneration is payable immediately upon receipt of the invoice from LX.

10.2

LX shall be entitled to additional compensation to the extent that events beyond LX’s control (including the Client’s acts or omissions) prevent LX from performing the Services as agreed in the applicable Statement of Work or if the Client entrusts LX with the performance of additional tasks.

10.3

If LX is required by law or by court order or other order of competent authority to provide information as evidence or personnel as a witness in connection with the services or this Agreement, the client shall be obliged to compensate LX for the time and costs it incurs in as a result thereof (including external and internal legal fees), unless LX itself is a party to the proceedings or is the subject of the investigations or LX is compensated by public bodies.

11. Force majeure

Neither Party shall be liable for any breach of this Agreement (except for payment obligations) if such breach is due to circumstances beyond the control of the relevant Party (“Force Majeure”).

12 Duration and termination
12.1
The terms of this Agreement shall apply to all services provided under this Agreement, regardless of when they are provided (including services provided prior to the signing of this Agreement or the applicable terms of reference).

12.2

This contract terminates with the completion of the services. Either of the contracting parties has the right to terminate this contract or a specific service by giving 90 days’ notice in writing.

In addition, LX shall have the right to terminate this contract or a specific service by giving written notice without a term of notice if LX concludes, based on reasonable grounds, that the services no longer comply with the contract or that it is unable to provide the services in accordance with applicable law or professional obligations.

12.3

The client is obliged to pay LX for services already started or completed and to reimburse LX for expenses and disbursements incurred by LX up to the date of cancellation or termination of this contract as well as the fees agreed in the service description.

13 Applicable law and jurisdiction

Spanish law shall apply to this contract and to all matters or obligations arising from this contract or the services.

If the client is a business, a commercial entity or a special fund, the parties submit to the Courts and Tribunals of Palma de Mallorca, Spain for the resolution of all disputes arising in connection with this contract or the services.

14. Miscellaneous
14.1.
This Agreement constitutes the entire agreement between the parties with respect to the Services and all other matters governed by this Agreement, and supersedes all prior agreements, covenants and representations, including any prior confidentiality agreements.

14.2.

This contract and any amendments to it must be in writing.

14.3

The client agrees that LX and other members of LX may act for other clients, including competitors of the client.

14.4.

The assignment or transfer of rights, obligations or claims arising from this contract is prohibited. Assignment of the right to remuneration and reimbursement of expenses is only permitted in the case of undisputed or legally enforceable claims.

14.5

In the event that one or more provisions of this contract shall be partially or wholly invalid, void or otherwise unenforceable, this shall not affect the validity of the remaining provisions.

14.6

Neither party is authorised to use or refer to the name, logo, or trademark of the other party without its prior written consent. Notwithstanding the foregoing, LX is authorised to publicly name the client’s company name in connection with the services provided or to name the client as a client in any other way.

14.7

LX Members and LX Persons are entitled to invoke the restrictions in Clause 5 and the provisions of Clause 6 and Clause 14, Item 3.

15. Handing out and receipt of the general terms and conditions

The client declares that he has received these general terms and conditions prior to the execution of the contract, accepts them and signs this document as proof of receipt.