General Terms and Conditions of Contract

Unless otherwise expressly agreed in writing, except where it is inapplicable due to being in contradiction with: I) administrative contracts entered into with Public Administrations or Bodies or II) mandatory and inalienable local laws All offers issued or services carried out by Grupo TICE Ingenieros S.L. (hereinafter “TICE”) and, as a consequence, all contracts, agreements and pacts entered into by it, shall be governed by these General Conditions (hereinafter “General Conditions”).

1. TICE provides its services to any individuals or legal entities, administrations, or public bodies that have requested them (hereinafter THE CLIENT).
2. Unless TICE has previously received contrary instructions from THE CLIENT, no other natural or legal person other than the latter shall be entitled to give instructions, particularly regarding the scope or object of the services to be provided or with respect to the delivery of the corresponding work. THE CLIENT irrevocably authorises TICE to deliver the product/service to a third party when so authorised by the client or, at its sole discretion, when such delivery is implicitly derived from the circumstances, commercial usage, general usage or generally accepted practice.

Provision of Services

1. TICE shall provide the services prudently and diligently in accordance with the specific instructions of THE CLIENT, provided that they have been previously accepted by TICE or, in the absence of these, in accordance with:
   1. The terms set out in the offer
   2. Any commercial uses, general uses or practices that may be applicable in the sector concerned.
   3. Those methods which TICE considers suitable or relevant for technical, operational, and/or financial reasons.
2. In those circumstances where THE CLIENT requires TICE to witness the intervention of a third party, TICE's responsibility is limited to being present during said intervention and to communicate the results obtained, or to confirm that the intervention has been carried out by the third party; consequently, THE CLIENT accepts and assumes that TICE has no responsibility other than that indicated above, and therefore discharges TICE from liability regarding the conditions and/or calibrations of the apparatus and/or instruments used, qualifications, analysis methods employed, as well as the actions or omissions of the third party, including its personnel or the results of the analyses carried out.
3. Reports issued by TICE shall solely reflect the facts as they could be observed at the time of the intervention, in accordance with the instructions received from THE CLIENT or, in the absence of such instructions, in accordance with the alternatives established in clause 2a). TICE is not obliged to report any other facts or circumstances that are not duly specified in the instructions received, or in their absence, according to the alternatives applied.
4. TICE may subcontract or delegate the full or partial execution of any of the required services to any agent or subcontractor; as a consequence of the foregoing, THE CLIENT authorises the Company to transmit all necessary information to the agent or subcontractor for such purpose.
5. THE CLIENT expressly acknowledges that the fact that TICE provides its services does not mean that they, or any third party, can cease to assume or are released, in whole or in part, from the obligations assumed by each of them between themselves and/or towards any other natural or legal persons.
6. The CLIENT shall have the right to request information during the execution of the project, request plans for review, and resolve any queries that the technical office is competent to resolve.

Confidentiality

In the event that the Company receives documents reflecting commitments or contracts between THE CLIENT and third parties unconnected to TICE, these shall be taken into consideration solely and exclusively for informational purposes, without implying any extension or limitation of the services or obligations accepted by TICE. The parties undertake to hand over all necessary material, and in the event that it is confidential, they commit to:

• Use this information in confidence.
• Do not disclose or communicate the technical information provided by the other party.
• To prevent the copying or disclosure of such information to third parties, unless they have written approval from the other party, and only on the terms of such approval.
• Restrict access to information to its employees and subcontractors, to the extent that they may reasonably need it to perform their agreed duties.
• Do not use the information or excerpts therefrom for purposes other than the execution of this contract.

The parties shall be liable to each other for any breach of this obligation, whether by their employees or subcontractors.

The parties shall maintain this confidentiality and refrain from disclosing the information to any person other than an employee or subcontractor, except where:

• The receiving party has evidence that they are already familiar with the information received.
• The information received shall be publicly available.
• The information received comes from a third party who does not require confidentiality.
• If the client requires it, a contract can be formalised with mutual agreement signed by both parties.

CLIENT OBLIGATIONS

The customer agrees to:

1. To ensure that the instructions, documents, and other necessary information for the provision of services are given to TICE with sufficient advance notice.
2. To facilitate access for the necessary human and/or technical ICT resources to the locations where services are to be provided, so that they can be properly delivered without impediments, obstacles, or interruptions.
3. Provide any project-related information requested for its proper development and execution.
4. To ensure all necessary health and safety measures regarding working conditions, locations, and facilities have been adopted during the execution of the services.
5. Inform TICE in good time of any known, actual or potential risks or dangers associated with any service or any sampling or testing, including for example the presence or risk of radiation, toxic or hazardous or explosive substances, environmental contamination or poisonous substances.
6. To exercise any rights that may exist in their favour based on the obligations assumed by them towards any other natural or legal persons, whether based on any contractual modality or based on the law.

PRICE AND TERM

1. When the price of the products/services to be provided has not been established between TICE and THE CLIENT at the time of acceptance of the order for intervention by TICE, or at the time of negotiating the contractual terms of the provision, the applicable prices for the services shall be those established in the Company's tariffs (which are subject to modification). Any taxes, duties, or levies that may arise from the provision of services shall be the sole responsibility and charge of THE CLIENT.
2. Unless a different payment or due date has been specified on the invoice, THE CUSTOMER undertakes to pay promptly and no later than the date specified on the invoice (hereinafter the “due date”). Should payment not be made by the stipulated date, the Customer expressly undertakes to pay late payment interest to the Company at a rate of 1.51% per quarter (or such rate as may have been specified on the invoice itself) from the due date up to and including the date on which payment is actually made.
3. THE CUSTOMER may not withhold or defer payment of any amount due to TICE, regardless of the reason, including: claims, lawsuits, counterclaims or set-offs that may be asserted against the Company.
4. In cases of default or arrears, TICE may take such action as it deems appropriate in defence of its interests before the jurisdiction it considers competent.
5. All expenses incurred by EL CLIENTE in the recovery of amounts due, including legal fees and court costs, shall be borne by EL CLIENTE.
6. Any modifications made by THE CLIENT during the execution of the project that are not included in the initial budget and that lead to an increase in working hours and material modifications will be billed separately.
7. The stipulated deadlines in the offer will begin to be considered from the moment TICE receives the order number from THE CLIENT, or failing that, the acceptance of the technical-economic conditions by their signature, which shall be fully valid for carrying out administrative actions and issuing the corresponding invoice to comply with the payment deadlines agreed in the offer.
8. Any modifications made by the CLIENT to the development/execution of the project which result in an alteration of the agreed delivery deadlines will not be the responsibility of TICE, meaning they will incur no penalty for this.
9. For R&D&I innovation projects and prototypes, the budgets will be estimates. Once the project has been executed and is in its development phase, should it be necessary to increase the budget for greater viability, the CLIENT will be informed. Your non-conformity will not exempt you from paying invoices already generated.
10. Should the CLIENT inform TICE of their wish to discontinue the project, the CLIENT shall pay all expenses incurred up to the point of order cancellation.

Price list for additional works.

Any additional work will be agreed separately, generating a list of additional work, duly justified, and invoiced according to the hourly costs incurred. The unit prices indicated in this section are fixed in the table below.

For work carried out in the following years, these prices will be revised in accordance with the previous year's CPI.

The price for site visits by construction support technicians, which are additional and not included in the agreed scope, will be €600 per day.

The unit rates (per hour and per day) for the additional work specified do not include travel, subsistence or accommodation costs, which will be invoiced at cost plus 10% to cover administrative expenses, in the month in which they are incurred, and payable in cash.

The prices shown above in the table will be fixed and non-reviewable, unless the start is delayed or the contract duration is extended for reasons not attributable to Grupo TICE Ingenieros, with respect to what is indicated in this Offer.

No VAT is included in any price.

SUSPENSION OR TERMINATION OF SERVICE PROVISION

At any time TICE may, at its sole discretion, either suspend the works in progress or terminate them, without such actions giving rise to any obligation or liability for TICE, in the following circumstances:

1. Customer's breach of any of its obligations, or if such breach has not been remedied within ten days of being notified of any breach, or
2. In cases of suspension of payments, bankruptcy, composition with creditors, insolvency, judicial administration or any form of cessation of the Client's business.

LIABILITY AND INDEMNITY

1. Disclaimer
   1. TICE is not an insurer or guarantor, and therefore disclaims any responsibility that would correspond to an insurer or guarantor. THOSE CLIENTS who wish for cover against loss or damage must obtain appropriate insurance.
   2. The reports are issued based on information and/or documents supplied by THE CLIENT or on their behalf and solely for their benefit, therefore they are responsible for acting as they deem appropriate based on such reports. Neither TICE nor its directors, employees, agents or subcontractors shall assume any liability to THE CLIENT or to any third party for any actions taken based on said Reports nor for incorrect results arising from confusing, erroneous, incomplete, untrue or false information supplied to TICE.
   3. TICE shall not be liable for any delay in, or partial or complete failure of, the performance of the services as a consequence of events beyond TICE's reasonable control, including any failure by THE CLIENT to fulfil its obligations.
   4. TICE does not accept any liability for indirect or consequential losses (including loss of earnings or loss of profit).
   5. In the case of innovation projects, prototypes and other projects that include design, TICE will not be held responsible if the final result does not meet the client's final expectations.
   6. In the event of a claim, the Customer must send written notice to TICE within 30 days of becoming aware of the facts which are intended to justify such a claim. In any event, TICE shall be released from any liability for claims for losses, damages or expenses of any nature, unless proceedings are commenced within one year of: (i) the date of provision by TICE of the service giving rise to the claim; or (ii) the date on which the service has been performed in the case of any alleged omission in performance.
2. Compensation

THE CUSTOMER hereby undertakes and warrants to keep indemnified and to indemnify TICE and its directors, employees, agents or subcontractors against all claims (actual or alleged) made by a third party by reason of any loss, damage, injury or expense of whatsoever nature including solicitor’s fees and court costs and arising out of the performance, intended performance or non-performance of the services.

EXCLUSIONS

• Visa fees at the corresponding Professional Colleges (unless otherwise indicated in the Economic Proposal on the last attached page)
• Any type of fees, taxes, and duties to be incurred from the granting of licences or administrative authorisations, as well as fees and expenses for connection charges, authorisations or permits with utility companies (water, electricity, communications, etc.).
• Official Project Costs (OCAS) or other expenses, permit management with the competent authorities.
• VAT (Value Added Tax), or any other direct or indirect tax, bank charges, or other similar charges or withholdings.
• Any concept not expressly stated herein.
• If all documentation relating to Health and Safety at Work must be submitted via an external contract management portal to access the client's facilities, the tender's B.I. will be increased for:
  • Orders under €2,000: an additional 10%
  • Orders > €2000 €200 additional

Various

1. If any provision of these General Terms and Conditions is found to be invalid, void, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.
2. During the provision of the services rendered by the Company and for the twelve months following the termination date thereof, the client shall not, directly or indirectly, solicit or make offers to the Company's employees to leave their positions within the Company, nor shall they hire, without the express authorisation of Grupo TICE, for two years regarding the intellectual property of Grupo TICE that the employee takes with them.
3. The use of the Company's corporate name or registered trademarks for advertising purposes is not permitted without prior written authorisation from TICE.

APPLICABLE LAW, JURISDICTION AND VENUE

All disputes relating to this Agreement shall be governed by the substantive laws of Spain, excluding all rules relating to conflict of laws. The parties, expressly waiving any jurisdiction to which they may be entitled, submit to the Courts and Tribunals of Valencia.

Environment and Health and Safety

In order to comply with the CLIENT's environmental requirements, please send us your specifications and/or requirements along with your acceptance of this economic proposal.

If the scope of the work to be carried out includes work on the CLIENT's premises, the CLIENT must inform Grupo TICE of any specific risks present on the premises where the work will take place, as well as inform them of the prevention, protection, and emergency measures to be adopted. In the event that no information is received, Grupo TICE shall not be held responsible for any situations arising from these circumstances.