General Terms & Conditions

These general terms and conditions govern the provision of professional services by MindShore, S.L. (hereinafter, "MindShore") to its clients (hereinafter, the "Client") in the field of technology projects, software development, business management systems and "AI Ready" solutions.

MindShore offers its services through the following models:

• Turnkey: execution of closed projects according to a previously agreed scope, deadline and price.
• Time & Material: assignment of technical profiles under the client's supervision, with billing by the hour or day actually worked.
• CoMind: hybrid co-creation model, with dedicated teams and a fixed monthly price, as stipulated in the corresponding proposal or contract.

The contracting of services shall be formalised by means of:

• Signing of a framework contract or financial proposal.
• Written confirmation (including email) from the Client.
• Express acceptance of these general terms and conditions.

These conditions shall be supplementary or complementary to what is specifically agreed in each contract or annex. In the event of any discrepancy, the provisions of the applicable specific document (contract, SOW, proposal or accepted purchase order) shall prevail.

MindShore undertakes to provide the services with the diligence required of a specialised provider. Unless otherwise agreed, the services will be provided remotely, and the Client will actively collaborate to facilitate their provision.

The Client undertakes to actively collaborate with MindShore and to provide, in a timely manner, all information, validations, accesses, credentials, environments, resources, decisions and availabilities reasonably necessary for the proper performance of the services.

Any delay, blockage or impact on the schedule or execution of the project resulting from the breach of these obligations by the Client, or by third parties under its responsibility or direction, shall not be attributable to MindShore and shall give rise, where appropriate, to the corresponding rescheduling of deadlines and/or financial adjustment, in accordance with the proposal or contract.

Unless otherwise agreed in writing:

• The intellectual property rights to the developments, documentation and deliverables shall belong to the Client once all agreed amounts have been paid.
• MindShore may retain copies for archiving, auditing or technical portfolio purposes, provided that confidentiality rights are not infringed.

Acceptance of deliverables (unless otherwise agreed):

The Client shall have a maximum period of 10 calendar days from delivery to accept the deliverable or make reasoned comments in writing, specifically indicating the incidents detected and their correspondence with the agreed scope.

Once this period has elapsed without express communication from the Client, the deliverable shall be considered accepted for all purposes (positive silence).

Comments that involve an extension or modification of the scope, requirements, acceptance criteria or assumptions initially defined shall be considered a change of scope and shall be handled in accordance with clause 7.

Any modification of the scope, requirements, priorities or assumptions initially defined must be formalised in writing (including email) and may involve adjustments to price, deadlines and planning.

MindShore shall not be obliged to carry out work, developments or functionalities not expressly included in the agreed scope until the change has been accepted by both parties.

The financial terms and conditions will be detailed in each contract, proposal or annex. In any case:

• Invoicing will be monthly or according to agreed milestones.
• The payment term will be 30 days from the invoice date, unless otherwise agreed.
• Late payment will generate interest in accordance with Law 3/2004 on combating late payment.

In the event of non-payment or significant delay, MindShore may temporarily suspend the provision of services upon written notice, without this constituting a breach of contract, and the Client's payment obligations with respect to amounts due and accrued shall remain in force.

MindShore shall only be liable for direct damages resulting from its wilful misconduct or gross negligence. Under no circumstances shall it be liable for:

• Indirect damages, loss of profits or loss of data.
• Failures attributable to third parties or to erroneous information provided by the Client.

MindShore's maximum liability shall not exceed, in total, the total amount invoiced for the services subject to the dispute.

When the services include recommendations, assessments, audits or advice (including, where applicable, 'AI Ready'), these are provided as an obligation of means, without guaranteeing specific results, unless expressly agreed otherwise.

The parties undertake to keep confidential all information accessed within the framework of the contractual relationship. This obligation shall remain in force for a period of 5 years from the end of the service.

MindShore and its employees, collaborators or agents undertake to maintain absolute confidentiality with regard to all information, works (including computer programmes) and documentation to which they have access in the provision of the services rendered.

To this end, MindShore undertakes to obtain the corresponding written confidentiality commitment from said personnel, agents and collaborators.

The Client undertakes not to directly or indirectly solicit MindShore personnel (including internal or external employees of MindShore or its group companies, as well as personnel subcontracted through other companies) to provide their services, with the aim of hiring them, either directly or through third parties.

This agreement shall apply during the provision of the Services and shall remain in force for a period of 24 months after the termination thereof.

Breach of this clause shall oblige the Client to pay a sum equal to the gross income received by the affected employee(s) during the 24 months prior to the date of the breach or prior to the date of their departure from MindShore's workforce, or €50,000 per affected employee, whichever is greater.

The Parties acknowledge and undertake to comply with Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR), as well as Organic Law 3/2018 on the Protection of Personal Data and Guarantee of Digital Rights and its implementing regulations.

MindShore shall act as data processor when accessing personal data on behalf of the Client. The specific conditions of processing shall be set out in a data protection annex where appropriate.

Where necessary, the Client shall provide MindShore with documented instructions, as well as the applicable technical and organisational information and measures, and shall ensure the lawfulness of the data and processing made available.

The duration of the services will be defined in each case.

In the case of Time & Material services, either party may terminate the contract early with a minimum notice period of 15 calendar days, except in serious cases that justify immediate termination.

In Time & Material services, the Client acknowledges that MindShore plans technical resources in advance. The notice of termination shall not release the Client from payment for services actually rendered and/or committed to date, in accordance with the accepted schedule or the hours/days charged.

Suspension due to blockage attributable to the Client: MindShore may temporarily suspend the provision of services, upon written notice, when there are significant blockages attributable to the Client (including lack of access, validations or decisions) that prevent normal execution. During the suspension, the deadlines shall be extended for a period equivalent to the time of the blockage, and the amounts already accrued shall be maintained.

Either party may terminate the contract in the event of a material breach by the other party that is not remedied within a reasonable period of time after written notice. Termination shall not affect accrued rights or the obligation to pay for services actually rendered to date.

These conditions are governed by Spanish law. The parties submit to the Courts and Tribunals of Madrid, expressly waiving any other jurisdiction that may apply.