1. Wattwin's obligations:

1. To provide the Services with the utmost professionalism, quality, diligence and on the terms agreed upon in this commercial proposal ("Agreement"); and
2. To provide any cooperation and advice that the Customer may reasonably request with respect to the use of the tool and in relation to the subject matter of the Agreement.

2. Customer Obligations:

1. Pay the agreed price for the different concepts of the Service, in due time and form;
2. Provide any cooperation that Wattwin may request in connection with the maintenance and update periods of the Software; and
3. provide Wattwin with any relevant information about any anomaly, malfunction or error in the Software or the Services provided at the time it becomes known to Wattwin.

3. Payment terms and prices

Initial payment: Once the access credentials have been received and after the date of signature of the Contract, the Customer will pay by direct debit the price for the parameterization and initial setup of Wattwin.

Monthly fee: Before the 10th of each month, the Customer shall pay the fee corresponding to the service for the use of Wattwin by direct debit or by credit card charge. A delay of more than 15 calendar days in the payment of the monthly fee will result in the temporary suspension of the Services until all outstanding amounts are effectively paid.

Rate conditions: Wattwin reserves the right to change the rates in effect for all its customers at any time. For such changes to become effective, Wattwin must communicate them in writing, at least 30 days prior to their effective date of application.

The non-acceptance of such tariff changes by the customer will result in the activation of one of the events listed in section 7 of these General Conditions, for the termination of the contract in force.

4. Terms of Service

Availability and Upgrades: The Service will be available 24 hours a day, seven (7) days a week, except when the Software requires maintenance caused by general breakdowns or preventive maintenance, when upgrades are performed to improve the quality of the Service, or due to unavailability caused by circumstances beyond Wattwin's reasonable control, including force majeure. Wattwin's Service shall be considered unavailable only if it is completely inaccessible or if the malfunction of the Software due to Wattwin completely prevents its use by the Customer. Furthermore, in order to ensure adequate service levels the Customer shall inform Wattwin of possible relevant peaks relating to the use of resources arising from its business activity reasonably in advance.

Interruption of the Service: In any case, Wattwin reserves the right to temporarily suspend the Services offered through the Software for maintenance needs, prior notification to the Customer. The period of interruption may not be considered as generating damages to the Customer, as it is considered necessary for the development and execution of the Contract. The Customer shall refrain from accessing the Service during the period of interruption.

Technical Support: The Customer will have at its disposal the technical support service, which will be available from Monday to Friday during Wattwin's working hours. Wattwin undertakes to provide any cooperation and advice that the Customer may reasonably request in relation to the object of the Contract and specific use of the Software, as well as to deal with any faults or incidents that may arise as quickly as possible. In the event that there is an incident for reasons beyond Wattwin's control, Wattwin shall not be obliged to provide the technical support service. By way of example, but not limited to, technical support will not be provided in the event of misuse of the Service by the Customer, use or interference of third parties in the use of the Service, use during a period of interruption. In any case, the technical support service excludes, among others, the displacement of the technical service, the realization of backup copies, problems unrelated to the operation of the Software other than those that are the subject of this Service nor the evolutionary maintenance of the Software itself, as well as customizations or particular functionalities, whose possible development and implementation will be quoted and invoiced independently.

5. Responsibility

Responsible Use: The Customer declares and guarantees to use the Software in accordance with the law and only following the indications received by Wattwin in the training and possible subsequent communications on the use of the Software. The Customer is responsible for the use made from any of the users generated under the contracted plan and undertakes not to assign the user's credentials to any third party. Wattwin reserves the right to investigate and report to the competent authorities or agencies any activity that may constitute misuse of the Services by the Customer and any third party linked to the Customer. For these purposes, examples of unauthorized use include, but are not limited to: illegal, harmful or fraudulent activities to the Software, transmission, reproduction, manipulation of information that may infringe Wattwin's intellectual property rights or use during a period of interruption. The Customer shall ensure that its content and the use of its content by users will not violate these conditions or any applicable law. The Customer is solely responsible for the development, operation, maintenance, use of its content and privacy compliance. Furthermore, Customer shall only allow authorized employees to manage its accounts and are responsible for all content and transactions related to those accounts.

Disclaimer of liability: the Customer releases Wattwin from all liability for any technical risk inherent to any device from which the Software is accessed, as well as for any technical risk inherent to the Internet and for any slowdowns and interruptions of access that may be generated by such a cause. In addition, the Customer is solely responsible for the effectiveness of its web connection and commitments with its electronic communications operator.

Limitation of Liability: Wattwin's total liability in respect of claims relating to the subject matter of the Contract shall not exceed the total of the payments paid to Wattwin under the Contract in the six (6) months preceding the date of commencement of the claim. Wattwin shall not be liable for any damage the occurrence of which is not foreseen in the Contract nor shall Wattwin be liable for any indirect damage in connection with the Contract, even if the damage could have been foreseen or if there was a possibility of the occurrence of the damage. This limitation applies to any claim in contract or tort arising out of the Contract. Nothing in the Agreement limits or excludes any liability that cannot be limited or excluded under applicable law.

6. Industrial and Intellectual Property

Wattwin is the sole and exclusive owner of all industrial and intellectual property rights of the Software (including its object code and source code), as well as of any update, improvement, revision, extension, modification, adaptation, rectification or new version to which the Customer has access by contracting the Service.

The Customer undertakes to maintain and respect the industrial and intellectual property rights, including any trade secrets, the ownership of which belongs exclusively to Wattwin, as well as the documentation and information provided by Wattwin in compliance with the Contract.

The Customer shall cooperate with Wattwin in the protection of the aforementioned industrial and intellectual property rights, and shall inform Wattwin of any infringement relating thereto. In particular, the Customer may not, directly or indirectly, decrypt, electronically scan, decompile or derive source code from any intellectual and/or industrial property owned by Wattwin to which it has access as a result of the Contract, or reverse engineer the design and function of the aforementioned intellectual and/or industrial property. Likewise, the Customer undertakes to report promptly and effectively any infringement or well-founded fear of infringement by users or third parties of the Software that could affect the legitimate interests of Wattwin of which the Customer may become aware.

The Customer understands that the reproduction, modification, distribution, commercialization, transformation, publication or any use other than that agreed in the Agreement constitutes an infringement of Wattwin's intellectual property rights and agrees not to perform any of the actions described above.

7. Duration, termination and effects

Duration: The Contract shall enter into force on the date of signature of the Contract and shall remain in force for one (1) year, automatically renewable for successive annual periods, unless either Party notifies the other of its intention not to renew the Contract, at any time, with a notice period of one (1) month.

Termination: The Contract may be terminated by either Party in the following events:

1. By mutual agreement of the Parties formalized in writing;
2. Unilaterally and in advance, by any of the Parties, prior written notice of one (1) month to the date of termination;
3. By the denunciation formulated in writing by any of the Parties based on the serious breach of any of the obligations assumed by the other Party by virtue of the Contract, without prejudice to the right of the injured Party to opt for the continuation of the Contract and to demand from the other Party the full performance of its obligations, with reparation, in either case, of the damage caused by such breach. In such an event, the non-performing Party shall have a period of 15 calendar days to remedy the situation. If, after such period has elapsed, in the opinion of the affected Party, the Party in breach has not put an end to its conduct or remedied the cause of its breach, the affected Party may terminate the Contract with immediate effect, and the affected Party shall be entitled to exercise any of the legally established actions.

Effects: Upon termination of the Contract, whatever the form in which it occurs or its cause, it shall produce the following effects:

1. Subscription to the Service and use of Wattwin shall be terminated, and Customer shall promptly return or destroy all copies of the Software permanently;
2. Customer shall pay all monthly fees for Services rendered; and
3. The clauses of the Contract that survive or are applicable despite its termination shall remain in force and shall be respected by both Parties.

8. Confidential Information

1. The Parties undertake to treat as confidential, not to disseminate or use for their own or third parties' benefit, directly or indirectly, and to safeguard against any unauthorized disclosure of commercial and/or industrial or business sensitive information about or relating to the other party or customers, as well as the Services (the "Confidential Information"). In case of doubt, the other party shall be asked about the treatment of such information. Among others and by way of example, the Parties understand by Confidential Information the terms and conditions of the Contract, as well as the details relating to the cooperation between both Parties in its development, including technical or commercial information, data, designs, project plans or know-how, etc.
2. The obligation of confidentiality shall apply during the entire term of the Contract and indefinitely thereafter until such Confidential Information (a) is made public, or (b) if the information has been requested by a public or judicial authority, or (c) in compliance with a legal obligation, the parties being obliged, in any case, to communicate these circumstances to the affected party as soon as possible.

9. Statistical information

Wattwin may, in an anonymous manner, compile, use and disclose statistical information derived from the use of the Software by customers, to the extent that such statistical information is not explicitly presented as information constituting personal data of the persons subject to processing and respecting the principles, purposes and guidelines enshrined in the policy of protection and processing of personal data of Wattwin.

The Contract is governed by Spanish common law. The Parties submit to the exclusive jurisdiction of the courts and tribunals of the city of Barcelona for the resolution of any dispute that may arise directly or indirectly from the Contract and, in particular, with respect to its existence, validity, validity, validity, interpretation, performance or termination.