GENERAL TERMS AND CONDITIONS OF CONTRACT

1. PURPOSE AND SCOPE OF APPLICATION

1.1. These General Terms and Conditions of Contract (hereinafter, the "General Terms" or the "Contract") govern access to and use of the SaaS service for the automation of order capture and management by means of artificial intelligence, with receipt of orders through the WhatsApp Business API and e-mail, and synchronisation with enterprise resource planning (ERP) systems —including SAGE 200 Cloud, Odoo and any other systems the client may have—, with human oversight of automated decisions (hereinafter, the "Service"), owned by NORTHERN AUTOMATIONS, S.L. (hereinafter, "Dopin" or the "Provider").

1.2. These General Terms apply to any legal entity or sole trader (hereinafter, the "Client") that registers for and contracts the Service through the sign-up process available at Dopin.ai, and they govern the entire contractual relationship between Dopin and the Client from the moment of their electronic acceptance.

1.3. The Service is offered exclusively to clients contracting in the course of their business, commercial or professional activity. By accepting these General Terms, the Client represents and warrants that it acts in that capacity and not as a consumer or user within the meaning of Article 3 of the Consolidated Text of the General Law for the Protection of Consumers and Users (Royal Legislative Decree 1/2007). Consequently, the Client acknowledges that consumer protection legislation does not apply to this contractual relationship, without prejudice to the provisions of Law 7/1998, of 13 April, on General Contracting Conditions, insofar as it applies by reason of these being pre-drafted terms.

1.4. These General Terms shall prevail over any particular conditions, commercial proposal or prior communication between the parties, unless there is an Annex or Particular Conditions expressly signed by both parties providing otherwise, in which case the latter shall prevail with respect to the matters specifically governed therein.

1.5. Dopin may reject the registration of any applicant who does not meet the requirements set out in these General Terms or whose activity is incompatible with the Service's usage policies, without any obligation to give reasons for its decision, unless legally required to do so.

2. IDENTIFICATION OF THE PROVIDER

In accordance with Article 10 of Law 34/2002, of 11 July, on Information Society Services and Electronic Commerce ("LSSI-CE"), the Client is hereby informed of the following identification details of the Provider:

•Company name: Northern Automations, S.L.

•Tax ID (NIF/CIF): B27699818

•Registered office: Margallo 3, Bajos A, L'Ametlla de Mar, Tarragona, Spain

•Contact e-mail: eric.daniel@dopin.ai

•Website: https://www.Dopin.ai

3. DEFINITIONS

For the purposes of this Contract, the following terms, when capitalised, shall have the meaning assigned to them below:

•"Service" or "Platform": the SaaS solution described in Clause 1.1 and further detailed in Annex I.

•"Account": the space, identified by its own credentials, that Dopin enables for the Client to access the Service.

•"Authorised User": any natural person linked to the Client (employee, administrator or collaborator) whom the Client authorises to access and operate the Account.

•"Client Data": any data, content, file, communication or information that the Client, or the third parties dealing with it (its own customers or suppliers), enter, transmit or generate through the Service, including, among others, orders received via WhatsApp or e-mail.

•"Personal Data": has the meaning given in Article 4(1) of Regulation (EU) 2016/679 (GDPR).

•"Subscription Plan": the type and scope of the Service contracted by the Client, with its corresponding financial terms, in accordance with Annex III.

•"SLA": the Service Level Agreement set out in Annex II.

•"Third-Party Providers": providers of infrastructure, communications or software whose services are necessary for the provision of the Service, including, without limitation, Meta Platforms, Inc. (WhatsApp Business Platform), cloud hosting providers, artificial intelligence service providers and the manufacturers of the ERP systems with which the Service integrates (Sage, Odoo, …).

•"Business Day": Monday to Friday, excluding public holidays in Tarragona.

•"Force Majeure": has the scope described in Clause 21.

4. CONTRACTING PROCESS AND ELECTRONIC ACCEPTANCE

4.1. The Client shall access the sign-up process through the registration form available on Dopin's website, providing truthfully, accurately and completely the identification details requested (company name, tax ID, address, contact person and billing details).

4.2. The contracting process consists of the following steps: (i) completion of the registration form; (ii) selection of the Subscription Plan; (iii) reading and express acceptance of these General Terms by ticking the corresponding box ("I have read and accept the General Terms and Conditions of Contract") and, where applicable, of Annex IV; and (iv) confirmation of the sign-up through the corresponding means of payment. Before completing the process, the Client may identify and correct any errors in the data entered.

4.3. The acceptance described in the preceding paragraph constitutes full and unreserved acceptance of these General Terms and determines the conclusion of the Contract between the parties, without the need for a handwritten signature, in accordance with Article 23 of the LSSI-CE and Articles 1254 et seq. of the Spanish Civil Code.

4.4. Dopin shall confirm the contract by e-mail sent to the address provided by the Client, including a summary of the contracted terms, in accordance with Article 28 of the LSSI-CE. That e-mail, together with these General Terms and their Annexes, shall make up the complete contractual document, which the Client may file and reproduce.

4.5. The natural person completing the sign-up process on behalf of the Client represents and warrants that he or she has sufficient authority to contractually bind the entity on whose behalf he or she is acting.

4.6. Where Dopin offers a free trial period, its specific conditions (duration, features included and consequences of its expiry) shall be indicated in the sign-up process and, where applicable, in Annex III.

4.7. The language in which this Contract is formalised is Spanish, without prejudice to Dopin providing translations into other languages for information purposes only; the Spanish version shall prevail in all cases.

5. DESCRIPTION OF THE SERVICE

5.1. The Service consists of a platform that automates the capture, classification and transfer of orders received by the Client through the WhatsApp Business API and e-mail, using artificial intelligence models, with a human oversight mechanism ("human-in-the-loop") over decisions that so require, and with synchronisation of the processed orders to the Client's ERP system (SAGE 200 Cloud and/or Odoo, depending on the integration contracted). The detailed functional description of the Service is set out in Annex I.

5.2. The Service is provided on a Software as a Service (SaaS) basis, through remote access via the internet, and does not involve delivery to the Client of any copy of the software, source code or underlying infrastructure.

5.3. Dopin may introduce improvements, updates, new features or technical modifications to the Service at any time, provided that this does not entail a substantial reduction of the essential features included in the contracted Subscription Plan without the prior notice provided for in Clause 22.

5.4. The operation of the Service depends, wholly or partly, on certain Third-Party Providers —in particular, the WhatsApp Business Platform and the Client's ERP systems—, whose availability and terms of use are governed by Clause 7.

5.5. The Client acknowledges that the Service operates in accordance with the features shown in the demonstrations, trials or informational materials (including videos or public documentation) that Dopin has made available to it prior to contracting, and that it is the Client's responsibility to assess whether those features meet its needs before contracting. The Client understands and accepts that, given the continuous development of the product, the Platform may be subject to changes aimed at improving the Service for all of Dopin's clients.

6. USE OF ARTIFICIAL INTELLIGENCE

6.1. The Service incorporates features based on artificial intelligence (hereinafter, the "AI Features") intended for the interpretation, classification and automated processing of orders received by the Client, the use of which is subject to the provisions of this Clause and to the human oversight mechanism described in Annex I.

6.2. The results generated by the AI Features (hereinafter, the "Outputs") may contain errors or inaccuracies. The Client is solely responsible for reviewing and validating the Outputs before acting upon them —in particular, through the human oversight mechanism provided in the Service—, acknowledging that the Outputs do not constitute professional advice of any kind and do not replace its own internal controls, approval processes or commercial judgement.

6.3. Without prejudice to Clause 17, Dopin shall not be liable for any decisions, actions or omissions that the Client adopts on the basis of the Outputs, including those arising from incorrect, incomplete or inappropriate Outputs.

6.4. The Client grants Dopin and, where applicable, the external artificial intelligence service providers that Dopin uses as Third-Party Providers, a limited, non-exclusive licence to process the Client Data entered into the Platform for the sole purpose of providing the AI Features, in accordance with the data protection safeguards described in Annex IV.

6.5. The Outputs do not give rise to intellectual property rights in favour of the Client or Dopin beyond those provided for in Clause 14. The Client acknowledges that the AI Features may generate similar or equivalent Outputs for other Dopin clients on the basis of those clients' own data, without this in any case involving the use of Client Data to generate Outputs intended for third parties.

6.6. Where the Client uses the Service to interact, through the AI Features, with its own customers, suppliers or contacts —for example, through the automated receipt of orders via WhatsApp or e-mail—, the Client shall be responsible for complying with the transparency obligations towards such persons required under the applicable artificial intelligence legislation, including, where applicable, Article 50 of Regulation (EU) 2024/1689 (AI Act), by duly informing them that their communications may be processed by artificial intelligence systems. Dopin shall make available to the Client the features reasonably necessary to facilitate such compliance.

7. INTEGRATIONS AND THIRD-PARTY PROVIDERS

7.1. The Client acknowledges that the provision of the Service depends, wholly or partly, on the availability and operation of platforms and systems of Third-Party Providers unrelated to Dopin, in particular the WhatsApp Business Platform (operated by Meta Platforms, Inc.) and the Client's ERP systems (SAGE 200 Cloud and/or Odoo), access to and integration with which may be subject to the technical, commercial and usage conditions of such third parties.

7.2. Integrations with Third-Party Providers are provided under the sole responsibility of those providers, and Dopin has no power of direction or control over their systems. Consequently, Dopin does not guarantee the availability, accuracy, reliability or continuity of such integrations, nor shall it be liable for any changes, suspensions, interruptions or modifications of conditions that Third-Party Providers may unilaterally introduce.

7.3. It is the Client's responsibility to review and comply with the terms and conditions and privacy policies of each Third-Party Provider with which it decides to operate through the Service, in particular the Meta Business Policies applicable to the use of the WhatsApp Business Platform, the Client being solely responsible towards such third parties for the content and use it makes of its channels.

7.4. Incidents, unavailability or changes of conditions attributable to a Third-Party Provider shall not constitute a breach by Dopin, shall not release the Client from its payment obligations under Clause 9, nor shall they constitute grounds for termination of the Contract against Dopin under Clause 19.

7.5. Dopin reserves the right to modify, replace or discontinue any integration with Third-Party Providers, especially where this becomes necessary as a result of changes introduced by the third party itself, notifying the Client as far in advance as is reasonably possible.

8. CLIENT ACCOUNT AND AUTHORISED USERS

8.1. Access to the Service is through personal, non-transferable credentials assigned to each Authorised User. The Client is responsible for the safekeeping and confidentiality of such credentials, as well as for all activity carried out through its Account, save where fraudulent use not attributable to the Client is proven.

8.2. The number of Authorised Users that the Client may enable shall depend on the contracted Subscription Plan, in accordance with Annex III.

8.3. The Client undertakes to notify Dopin, without undue delay, of any unauthorised use of its Account or credentials of which it becomes aware, and to request the removal of Authorised Users who cease to be linked to its organisation.

8.4. Dopin may suspend the access of a specific Authorised User where there are reasonable indications of misuse, without this necessarily affecting the Client's other Authorised Users.

9. PRICE AND PAYMENT TERMS

9.1. Contracting the Service entails payment of the price corresponding to the Subscription Plan or, where applicable, to the Commercial Agreement entered into by the Client, in accordance with Annex III.

9.2. Unless otherwise indicated in the Subscription Plan, invoicing shall be carried out on a (monthly/annual — to be defined per plan) basis and in advance.

9.3. Payment shall be made by direct debit, credit/debit card or any other means enabled in the payment gateway integrated into the Platform. The Client authorises Dopin to make the corresponding charges on the renewal date of each billing period.

9.4. The prices indicated do not include Value Added Tax (VAT) or other applicable indirect taxes, which shall be passed on in accordance with the legislation in force at the time of each invoice. For clients established outside the territory of application of Spanish VAT, the reverse-charge mechanism provided for in EU legislation shall apply, where appropriate.

9.5. Dopin may modify the Service fees, which shall be notified to the Client at least thirty (30) calendar days before they take effect. Such modification shall not affect the current billing period and shall apply from the following renewal. If the Client does not accept the fee modification, it may exercise its right not to renew the Service in accordance with Clause 10.

9.6. In the event of non-payment, Dopin may: (i) suspend access to the Service, following a verifiable formal demand granting a minimum period of five (5) Business Days for the Client to regularise the situation; and (ii) claim the late-payment interest applicable under Law 3/2004, of 29 December, establishing measures to combat late payment in commercial transactions, as well as any collection costs incurred. Suspension for non-payment does not release the Client from its obligation to pay the amounts accrued.

9.7. Dopin shall issue an electronic invoice for each charge, which shall be made available to the Client in the Platform dashboard or sent to the billing e-mail address provided by the Client.

10. TERM, RENEWAL AND CANCELLATION

10.1. The Contract shall enter into force upon its electronic acceptance and shall have the initial term corresponding to the contracted Subscription Plan (monthly or annual, as applicable).

10.2. Upon expiry of each period, the Contract shall be automatically renewed for successive periods of equal duration, unless either party gives notice of its intention not to renew at least 30 calendar days before the expiry date, through the means enabled in the Platform or by e-mail.

10.3. The Client may cancel the Service at any time through the settings panel of its Account or by request to eric.daniel@dopin.ai. Cancellation shall take effect at the end of the current billing period, without giving rise to any right to a refund of the amounts already paid for that period, save where otherwise required by mandatory law.

10.4. The provisions of this Clause are without prejudice to the right of early termination for breach provided for in Clause 19.

11. SERVICE LEVEL (SLA) AND TECHNICAL SUPPORT

11.1. Dopin undertakes to provide the Service in accordance with the availability, maintenance and technical support commitments set out in Annex II (Service Level Agreement).

11.2. Dopin may carry out scheduled maintenance windows, which shall be notified to the Client with the reasonable advance notice indicated in Annex II, as well as emergency maintenance where necessary to preserve the security or integrity of the Service, in which case it shall be notified as soon as possible.

11.3. Technical support shall be provided through the channels, during the hours and with the response times indicated in Annex II, depending on the severity of the incident and the contracted Subscription Plan.

11.4. The following are excluded from the SLA availability calculation: unavailability arising from (i) Force Majeure; (ii) failures or interruptions of Third-Party Providers (in particular, WhatsApp Business Platform/Meta, or the Client's SAGE 200 Cloud or Odoo systems); (iii) use of the Service by the Client in breach of these General Terms or of the Documentation; (iv) acts or omissions of the Client or of third parties not authorised by Dopin; and (v) duly notified scheduled maintenance windows.

12. OBLIGATIONS OF THE CLIENT

The Client undertakes to:

12.1. Use the Service in accordance with the law, morality, public order and these General Terms, as well as with the Documentation and usage policies that Dopin makes available to it.

12.2. Provide truthful, accurate and up-to-date information during the sign-up process and throughout the term of the Contract, and keep its contact and billing details up to date.

12.3. Comply with the policies and terms of use of the Third-Party Providers integrated into the Service, in accordance with Clause 7, in particular the Meta Business Policies and the terms of use of the WhatsApp Business Platform, the Client being solely responsible towards Meta Platforms, Inc. for the content of the communications it sends through that channel.

12.4. Not use the Service to send unsolicited commercial communications ("spam") or for any purpose that infringes electronic communications legislation, including Article 21 of the LSSI-CE.

12.5. Obtain, prior to their entry into the Platform, the legal bases, consents and other safeguards required by data protection legislation in respect of the personal data of its own customers, suppliers or contacts that it processes through the Service, the Client acting as data controller in respect of such data under the terms of Clause 15 and Annex IV.

12.6. Not carry out, nor allow third parties to carry out, reverse engineering, decompilation or disassembly of the Service, nor attempt to access its source code, save in the cases expressly permitted by mandatory law.

12.7. Not resell, sublicense, assign or make the Service available to third parties without Dopin's prior written authorisation.

12.8. Diligently safeguard the credentials for accessing the Service and adopt reasonable security measures on the systems and devices from which it is accessed.

12.9. Not use the Service in any manner that may compromise its availability, integrity or security, or that of Dopin's or third parties' systems, including the introduction of malicious code or the performance of unauthorised penetration tests.

13. OBLIGATIONS OF DOPIN

Dopin undertakes to:

13.1. Provide the Service with the professional diligence required of a SaaS service provider, in accordance with the state of the art and the commitments of Annex II.

13.2. Reasonably maintain and update the Service, and provide technical support in accordance with Annex II.

13.3. Adopt reasonable technical and organisational security measures in accordance with Article 32 of the GDPR, as detailed in Annex IV.

13.4. Inform the Client, with the reasonable advance notice provided for in these General Terms, of any changes to the Service or to these General Terms that may substantially affect the contracted service.

13.5. Keep the Client Data confidential under the terms of Clause 16, and not access it except to the extent strictly necessary for the provision of the Service, its technical support or compliance with a legal obligation.

14. INTELLECTUAL AND INDUSTRIAL PROPERTY

14.1. The Service, the Platform, the software, algorithms, models, interfaces, databases, technical documentation, trademarks (including the name "Dopin"), logos and other elements comprising it are owned by Dopin or its licensors and are protected by the applicable intellectual and industrial property legislation. Nothing in this Contract shall be construed as an assignment of intellectual or industrial property rights to the Client.

14.2. Dopin grants the Client, for the term of the Contract and subject to compliance with these General Terms, a non-exclusive, non-transferable, non-sublicensable and revocable licence to use the Service, limited to the number of Authorised Users and to the functional scope of the contracted Subscription Plan, and conditional upon the Client not being, nor becoming during the term of the Contract, a direct or indirect competitor of Dopin without its prior written authorisation. Breach of this condition shall entitle Dopin to suspend or terminate the Contract in accordance with Clause 19, without prejudice to any actions it may have for the damages caused.

14.3. The Client retains exclusive ownership of the Client Data and other content it enters into the Platform. The Client grants Dopin a limited licence to access, host, process and use such Client Data solely to the extent necessary to provide the Service, ensure its support and comply with its contractual and legal obligations.

14.4. Dopin may use aggregated and anonymised data, which do not allow the Client or third parties to be identified, derived from the use of the Service, for the purposes of improving, analysing and developing its products, without this involving the processing of Personal Data.

14.5. The Client may not remove, conceal or alter the intellectual or industrial property notices appearing in the Service or its Documentation.

14.6. Any suggestions, comments or ideas for improvement that the Client may provide to Dopin in relation to the Service may be freely used by Dopin, without any consideration or acknowledgement in favour of the Client, unless expressly agreed otherwise.

14.7. Unless the Client expressly indicates otherwise in writing, the Client authorises Dopin to include its trade name and logo in its public client lists, marketing materials, case studies and commercial communications, without this involving the disclosure of Confidential Information or Client Data. The Client may revoke this authorisation at any time with effect for the future.

15. PERSONAL DATA PROTECTION

15.1. Both parties undertake to comply with the applicable personal data protection legislation, in particular Regulation (EU) 2016/679 of 27 April 2016 (GDPR) and Organic Law 3/2018, of 5 December, on the Protection of Personal Data and Guarantee of Digital Rights (LOPDGDD).

15.2. With regard to the Personal Data of third parties (customers, suppliers or contacts of the Client) that the Client enters or generates through the Service —in particular, the data of senders of orders via WhatsApp or e-mail—, the Client acts as data controller and Dopin acts as data processor, under the terms of Article 28 of the GDPR. The provisions governing such processing are set out in Annex IV (Data Processing Agreement), which is incorporated as an integral and inseparable part of this Contract.

15.3. With regard to the Personal Data of the Client's own Authorised Users and representatives that Dopin processes in connection with the management of the contractual relationship, invoicing or technical support, Dopin acts as data controller, as indicated in its Privacy Policy, available at Dopin.ai/privacidad.

15.4. The Client acknowledges that the provision of the Service may involve international data transfers arising from the use of Third-Party Providers, in particular the WhatsApp Business Platform (Meta Platforms, Inc.) and cloud infrastructure providers, and that such transfers are carried out on the basis of the safeguards provided for in Chapter V of the GDPR (including, among others, standard contractual clauses). Details of such transfers are set out in Annex IV.

15.5. In the event of any security incident affecting Personal Data processed in the context of the Service, Dopin shall notify the Client without undue delay, in accordance with the procedure set out in Annex IV.

16. CONFIDENTIALITY

16.1. Each party undertakes to keep strictly confidential all technical, commercial, financial or other information that it receives from the other party in connection with the performance of the Contract and that is reasonably identified as confidential or which, by its nature, should be considered as such (hereinafter, "Confidential Information"), including, in Dopin's case, the Client Data.

16.2. Confidential Information may only be used for the performance of the Contract, may not be disclosed to third parties outside the contractual relationship —except to employees, advisers or subcontractors bound by equivalent confidentiality obligations and with a need to know it—, and must be protected with at least the same degree of diligence that each party applies to its own confidential information of a similar nature.

16.3. The following are excluded from this obligation: (i) information that is or becomes public knowledge without breach of this clause; (ii) information that the receiving party already lawfully possessed beforehand; (iii) information lawfully received from a third party without an obligation of confidentiality; and (iv) information whose disclosure is required by law, regulation or a final judicial or administrative decision, in which case the party obliged to disclose it shall inform the other party as far in advance as is reasonably possible.

16.4. The confidentiality obligations set out in this Clause shall remain in force for the term of the Contract and for three (3) years following its termination, for whatever reason.

17. WARRANTIES AND LIMITATION OF LIABILITY

17.1. Dopin shall provide the Service in accordance with the standards described in these General Terms and Annex II, and any other warranty, express or implied, not expressly set out in this Contract is excluded, including warranties of fitness for a particular purpose not communicated in writing by the Client.

17.2. Except in the cases provided for in Clause 17.4, Dopin's total aggregate liability to the Client for any damages arising from or related to the Contract, whether contractual or non-contractual in nature, shall be limited to the amount actually paid by the Client to Dopin as the price of the Service during the twelve (12) months immediately preceding the event giving rise to the claim. In accordance with Article 1152 of the Spanish Civil Code, this limit replaces any other compensation for damages that may be due.

17.3. In no event shall Dopin be liable to the Client for indirect damages, loss of profit, loss of business, revenue, commercial opportunities, reputation or data, except to the extent that such loss of data is attributable to a wilful or grossly negligent breach of Dopin's security obligations.

17.4. The limitations set out in the preceding paragraphs shall not apply in the event of: (i) wilful misconduct or gross negligence on the part of Dopin; (ii) personal injury caused by Dopin; (iii) breach of the obligations relating to the Client's ownership of its own Data; (iv) breach of the confidentiality or personal data protection obligations attributable to Dopin; and (v) any other case in which the limitation of liability is not permitted under mandatory law.

17.5. Dopin shall not be liable for damages or losses arising from the operation, availability, changes of conditions or interruptions of Third-Party Providers, nor for the decisions they adopt, including the suspension of WhatsApp Business accounts for reasons attributable to the Client itself or to third parties.

17.6. The Client shall be liable to Dopin for any damages and losses arising from the breach of its obligations under this Contract, in particular those relating to misuse of the Service, the accuracy of the data provided and the data protection obligations incumbent upon it as data controller.

17.7. Dopin shall not be liable to the Client for any harmful event unless the Client has notified its claim to Dopin in writing within twenty (20) calendar days of becoming aware of it.

18. INDEMNITY

18.1. The Client undertakes to hold Dopin harmless against any loss, liability, damage or third-party claim —including reasonable lawyers' and court representatives' (procurador) fees incurred— arising from: (i) the Client's breach of these General Terms; (ii) the Client's infringement of applicable law or of third-party rights through the use of the Service; or (iii) the Client Data entered into the Platform or the Client's use of the integrated communication channels, including the WhatsApp Business Platform.

18.2. This indemnity obligation shall survive termination of the Contract, for whatever reason.

19. SUSPENSION AND TERMINATION OF THE CONTRACT

19.1. Without prejudice to Clause 9.6, Dopin may, as a precautionary measure, suspend the Client's access to the Service, in whole or in part, where any of the following circumstances arise: (i) non-payment under the terms of Clause 9.6; (ii) use of the Service in breach of Clause 12 that may generate a legal, security or reputational risk for Dopin or for third parties; (iii) reasonable indications of fraudulent use of the Account; or (iv) a request from a competent authority. Whenever possible, Dopin shall notify the Client of the reason and, where applicable, the period for remedying it prior to the suspension.

19.2. Dopin may terminate the Contract with immediate effect and without any right to compensation for the Client in the event of: (i) a serious breach by the Client of any of its obligations under this Contract that is not remedied within ten (10) Business Days of a verifiable formal demand; (ii) persistent non-payment under Clause 9.6; or (iii) a declaration of insolvency proceedings (concurso), insolvency or dissolution of the Client.

19.3. The Client may terminate the Contract in the event of a serious breach by Dopin of its essential obligations under this Contract, provided that such breach is not remedied within ten (10) Business Days of a verifiable formal demand, without prejudice to its right to voluntary cancellation under Clause 10.3.

19.4. Upon termination of the Contract, for whatever reason: (i) the Client's access to the Service shall cease; (ii) the Client shall have a period of thirty (30) calendar days from termination to export its Client Data in a structured format, except in cases of termination on the grounds set out in Clause 19.2, in which Dopin may make such access conditional upon settlement of the outstanding amounts; and (iii) once that period has elapsed, the Client Data shall be blocked for an additional period of one (1) year, available solely to be made available to judges, courts or competent public authorities in relation to potential liabilities arising from the Contract, after which Dopin shall permanently delete or anonymise it in accordance with Annex IV, unless a different legal retention obligation applies.

19.5. Termination of the Contract shall not affect the obligations which, by their nature, must survive its termination, including those relating to confidentiality, intellectual property, data protection, indemnity, limitation of liability and settlement of outstanding amounts.

20. SUBCONTRACTING

20.1. The Client acknowledges and accepts that Dopin may use third-party providers (of cloud infrastructure, communications or support) for the provision of the Service, guaranteeing in all cases, where such third parties have access to Personal Data, a level of protection equivalent to that required of Dopin under Annex IV.

20.2. The Client gives general authorisation for the engagement of sub-processors under the terms set out in Annex IV, without prejudice to the Client's right to object to the addition of new sub-processors in accordance with the procedure set out therein.

20.3. Dopin may not assign its contractual position under this Contract to third parties other than those provided for in Clause 23, without prejudice to the subcontracting described in this Clause 20, which does not constitute a contractual assignment.

21. FORCE MAJEURE

21.1. Neither party shall be liable for any failure or delay in the performance of its obligations where this results from force majeure or a fortuitous event, meaning any event beyond the control of the affected party that is unforeseeable or, if foreseeable, unavoidable, including, without limitation: natural disasters, fires, wars, terrorist acts, pandemics, general strikes, acts of public authorities, widespread power or telecommunications outages, and large-scale cyberattacks not attributable to the affected party.

21.2. The party affected by a force majeure event shall notify the other party as soon as reasonably possible, indicating its estimated duration and using reasonable efforts to mitigate its effects. The affected obligations shall be suspended for as long as the force majeure event persists.

22. AMENDMENT OF THE GENERAL TERMS

22.1. Dopin may amend these General Terms at any time, in particular to adapt them to regulatory or technical changes or to changes in the Service itself. Substantial amendments shall be notified to the Client at least thirty (30) calendar days before they take effect, by e-mail or by a prominent notice on the Platform.

22.2. If the Client does not agree with the notified amendment, it may terminate the Contract before the date on which the amendment takes effect, without penalty, the termination taking effect at the end of the current billing period. Continued use of the Service after the amendment takes effect shall imply acceptance thereof.

22.3. The provisions of this Clause shall not apply to updates of the Service fees, which shall be governed by Clause 9.5.

23. ASSIGNMENT OF THE CONTRACT

23.1. The Client may not assign or transfer, in whole or in part, the rights and obligations arising from this Contract without Dopin's prior written consent.

23.2. Dopin may assign this Contract, in whole or in part, in the context of a corporate restructuring, merger, demerger, acquisition or transfer of all or part of its business, notifying the Client thereof, provided that such assignment does not entail a reduction of the rights granted to the Client under this Contract.

24. COMMUNICATIONS AND NOTICES

24.1. Unless otherwise indicated, all communications between the parties under this Contract shall be made by electronic means, in particular by e-mail sent to the addresses provided during the sign-up process or through the channels enabled on the Platform, and shall have full legal effect.

24.2. Communications addressed to Dopin shall be sent to eric.daniel@dopin.ai, unless another specific channel is indicated for a particular matter, such as technical support.

25. PARTIAL INVALIDITY

If any provision of this Contract is declared null, unlawful or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in force. The parties shall negotiate in good faith the replacement of the affected provision with a valid one that reflects, as far as possible, the original economic and legal intention of the replaced clause.

26. ENTIRE AGREEMENT

These General Terms, together with their Annexes and, where applicable, the Particular Conditions entered into between the parties, constitute the entire agreement between Dopin and the Client in relation to their subject matter, and supersede any prior agreements, negotiations, representations or undertakings, whether written or oral, relating to the same subject matter.

27. ADDITIONAL PROVISIONS

27.1. The fact that Dopin does not enforce, at any given time, any of the rights or obligations provided for in this Contract shall not be construed as a waiver thereof, nor shall it affect its right to require their performance subsequently. Any waiver by Dopin must be express and in writing, and shall not be deemed to extend to future obligations of a similar nature.

27.2. The headings of the Clauses of this Contract are included for reference and organisational purposes only and shall not condition or affect the interpretation of their content.

28. GOVERNING LAW AND JURISDICTION

28.1. This Contract is governed by Spanish law.

28.2. For the resolution of any dispute arising from the interpretation, performance or termination of this Contract, the parties, expressly waiving any other jurisdiction to which they might be entitled, submit to the Courts and Tribunals of the city of Barcelona, unless a mandatory rule determines a different jurisdiction.

28.3. Prior to bringing any legal action arising from this Contract, both parties shall use their best efforts, for a maximum period of fifteen (15) Business Days from the written request of either of them, to reach an amicable settlement of the dispute. Once that period has elapsed without agreement, either party may have recourse to the jurisdiction provided for in this Clause.

29. ACCEPTANCE

The Client declares that it has read, understood and fully accepted the content of these General Terms and their Annexes, by ticking the acceptance box in the sign-up process described in Clause 4 or by handwritten signature of this document, which determines its full contractual commitment to the terms set out herein.

ANNEX I — FUNCTIONAL DESCRIPTION OF THE SERVICE

1. Purpose of the Service

The Service enables the Client to automate the receipt, interpretation and transfer of commercial orders received through the following channels: WhatsApp Business API and e-mail.

2. Main features

•Automatic capture of orders from the enabled channels.

•Interpretation, by means of artificial intelligence models, of the content of the order (products, quantities, references, special conditions).

•Human oversight ("human-in-the-loop") of orders which, in accordance with the configured business rules, require validation or present an insufficient level of confidence for automatic processing.

•Synchronisation of validated orders with the Client's ERP system (SAGE 200 Cloud, Odoo and other ERP systems, depending on the integration contracted).

•Control panel for the supervision, editing and traceability of processed orders.

3. Integrations

The Service integrates with the following third-party systems, subject to the availability and technical conditions established by their respective providers: WhatsApp Business Platform (Meta Platforms, Inc.), SAGE 200 Cloud, Odoo and other ERPs.

4. Limitations

The Service does not guarantee the absolute accuracy of the automatic interpretation of orders; the purpose of the human oversight mechanism described in section 2 is to mitigate that risk, without this constituting a guarantee of the complete absence of errors.

ANNEX II — SERVICE LEVEL AGREEMENT (SLA)

1. Availability

Dopin shall use commercially reasonable efforts to maintain a monthly Service availability of 99%, calculated on the total minutes in the month, excluding the exclusions provided for in Clause 11.4.

2. Scheduled maintenance

Scheduled maintenance windows shall be notified at least 48 hours in advance and shall preferably be carried out during periods of lower activity (nights or weekends, Spanish time).

3. Technical support

Support channel: eric.daniel@dopin.ai.

ANNEX III — PLANS AND FINANCIAL TERMS

1. Client with a Commercial Agreement. Where the Client and Dopin have entered into a Commercial Agreement (or equivalent Particular Conditions) setting out specific financial terms for the Client, those terms shall prevail over the provisions of this Annex with respect to the matters governed therein, in accordance with Clause 1.4 of these General Terms, and such Commercial Agreement shall be incorporated as an integral part of this Contract from its signature by both parties.

2. Client without a Commercial Agreement. In the absence of a Commercial Agreement entered into between the Parties, the available Subscription Plans, their features, usage limits (number of Authorised Users, volume of orders or messages included) and fees shall be those published and in force at Dopin.ai/precios at the time of contracting, which are incorporated by reference into this Annex.

ANNEX IV — PERSONAL DATA PROCESSING AGREEMENT

(Pursuant to Article 28 of Regulation (EU) 2016/679)

1. Subject matter and duration

This Annex governs the processing on behalf of the Client (data controller) carried out by Dopin (data processor) of the Personal Data necessary for the provision of the Service. Its duration coincides with that of the main Contract.

2. Nature and purpose of the processing

Capture, storage, processing by means of artificial intelligence and synchronisation with the Client's ERP system of the orders received by the Client through WhatsApp and e-mail, as well as the technical support operations necessary for the provision of the Service.

3. Type of personal data and categories of data subjects

•Categories of data subjects: customers, suppliers and business contacts of the Client who send orders through the enabled channels; Authorised Users of the Client.

•Categories of data: identification data (name, telephone number, e-mail address), contact data, content of orders (products, quantities, delivery addresses) and communications metadata. The processing of special categories of data under Article 9 of the GDPR is not envisaged, unless the Client, under its own responsibility, enters such information into the Service.

4. Obligations of the processor (Dopin)

Dopin undertakes to:

(a) Process the Personal Data only on documented instructions from the Client, including with regard to international transfers, unless required to do so by Union or Member State law, in which case it shall inform the Client in advance, unless legally prohibited from doing so.

(b) Ensure that persons authorised to process the Personal Data have committed themselves to confidentiality or are under a statutory obligation of confidentiality.

(c) Adopt the appropriate technical and organisational measures required by Article 32 of the GDPR, taking into account the state of the art, the costs of implementation, the nature, scope, context and purposes of processing, as well as the risks to the rights and freedoms of natural persons.

(d) Respect the conditions for engaging another processor (sub-processor) set out in section 5 of this Annex.

(e) Assist the Client, through appropriate technical and organisational measures, in fulfilling its obligation to respond to requests from data subjects exercising their rights.

(f) Assist the Client in ensuring compliance with the obligations set out in Articles 32 to 36 of the GDPR (security, breach notification, impact assessments and prior consultation), taking into account the nature of the processing and the information available to Dopin.

(g) At the Client's choice, return or delete all Personal Data once the provision of the Service has ended, and delete existing copies, unless there is a legal obligation to retain them, under the terms of Clause 19.4 of the main Contract.

(h) Make available to the Client all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR, and allow for and contribute to audits conducted by the Client or by an external auditor mandated by it, in accordance with section 7 of this Annex.

(i) Notify the Client, without undue delay and in any event within a maximum of 48 hours of becoming aware of it, of any personal data breach, providing the information reasonably available so that the Client can comply, where applicable, with its obligation to notify the Supervisory Authority and, where appropriate, the data subjects.

5. Sub-processors

The Client gives Dopin general authorisation to subcontract the data processing services described in this Annex to the sub-processors that Dopin identifies, including, among others, providers of cloud infrastructure, communications and artificial intelligence necessary for the provision of the Service, including the WhatsApp Business platform operated by Meta Platforms, Inc. Dopin shall inform the Client of any intended changes to that list, giving the Client the opportunity to object on justified grounds relating to data protection within 15 calendar days. Dopin shall impose on each sub-processor data protection obligations equivalent to those set out in this Annex.

6. International transfers

To the extent that the provision of the Service involves a transfer of Personal Data outside the European Economic Area —in particular, in relation to the WhatsApp Business platform operated by Meta Platforms, Inc. and to the artificial intelligence service providers that Dopin may use, based in the United States—, such transfer shall be covered by the safeguards provided for in Chapter V of the GDPR, in particular the standard contractual clauses approved by the European Commission or any other valid transfer mechanism under the legislation applicable from time to time.

7. Audits

The Client may request from Dopin, with reasonable notice and no more than once a year —unless a security incident justifies an additional audit—, the information and documentation reasonably necessary to verify compliance with the obligations set out in this Annex. Dopin may satisfy this obligation by providing security audit reports carried out by independent third parties (for example, ISO 27001 certifications, SOC 2 reports or equivalent), where available, without prejudice to the Client's right to carry out an on-site audit on terms agreed between the parties, respecting in all cases the confidentiality of Dopin's other clients and the security of the Service.

8. Liability

Each party shall be liable to the other and to third parties for damages and losses arising from the breach of the obligations incumbent upon it in its capacity as controller or processor under this Annex and the GDPR, without prejudice to Clause 17 of the main Contract, to the extent applicable.