GATHERED

On the one hand, THE CLIENT as per the form filled out, as indicated in the terms and conditions corresponding to the sales order sent to the client for signature and validation.

On the other hand, Matches Padel Solutions S.L. with VAT number B05468491 and registered address at Calle Sagrados Corazones 15, 3rd Floor, 28011, Madrid, hereinafter referred to as THE SERVICE PROVIDER.

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DECLARE

1. That the SERVICE PROVIDER's main activity is "Organization of paddle matches" and has the necessary knowledge and equipment to provide this type of service.

2. That the Client is a company that wishes to contract part of the services offered by the Service Provider.

3. That the Parties have agreed to enter into a service provider agreement on the terms set forth in this document.

4. That, by virtue of the foregoing considerations, the Parties, of their own free and spontaneous wills, have agreed to enter into this Service Provider Agreement (hereinafter, "the Agreement") subject to the following clauses.

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CLAUSES

1. Purpose

Under this contract, the SERVICE PROVIDER commits to delivering the following services: managing and engaging the community through the WhatsApp platform for organizing matches, ladders, meetups, tournaments, classes, and leagues with the goal of increasing the club's revenue. Additionally, the SERVICE PROVIDER may perform virtual reception, call center management, and school management services if requested by the CLIENT.

2. Duration

This contract will come into effect on the date of signing the online quotation and will have a duration as outlined in Section 7: Termination of the Contract.

3. Permanence

The present contract will be automatically renewed each month unless either the CLIENT or the SERVICE PROVIDER gives prior notice at least thirty (30) days in advance. If the period does not correspond to a full calendar month, a proportional amount will be charged as the final payment.

          3.1 The club without a discount has no commitment period; you only need to give the notice mentioned above.​
          3.2 The club with a 10%-30% discount requires a mandatory 3-month commitment period, and if you do not wish to renew, you must give notice before the start of the third discounted month.
             3.3 The club with a 40%-50% discount for 3 months will automatically renew for another 3 months without a discount, provided that the increase in all public matches generated exceeds the amount payable by the CLIENT in terms of the number of matches compared to the 3 months prior to signing this contract. If the CLIENT does not wish to renew, they must give notice before the start of the 6th month without a discount.

3. Remuneration and Payment Method

As remuneration for the services provided under this contract, the CLIENT shall pay the SERVICE PROVIDER, with the amount distributed as follows:

• As budgeted according to the accepted and signed terms and conditions through an online form by the client.

This amount does not include VAT or any other similar tax that may be established, which shall be paid by the CLIENT in accordance with the current tax legislation. Other tax obligations arising from this legal relationship shall be met by each party in accordance with the laws and applicable provisions.

This amount shall be adjusted annually in accordance with the increase determined by the CPI.

4. Modifications or Extensions of Services

If during the term of this Agreement, the CLIENT or the SERVICE PROVIDER deem it appropriate to modify or extend the Service subject to this Agreement, both parties shall negotiate the scope of such modifications or extensions in the provision.

In the event that the CLIENT or SERVICE PROVIDER considers it appropriate to modify or alter the Service subject to this Agreement, they shall send a written proposal to the other Party in order to negotiate the new price of the Service with a notice period of 30 days.

5. Liability

Either Party shall incur liability for any negligent or culpable actions in fulfilling the obligations established in this Contract and thereby causing damage or harm to the other Party. The Party that has to face any type of damage or harm as a result of the actions of the counterparty may claim compensation for such damages and losses.

Neither Party shall assume any liability for the non-performance or delay in the performance of any obligations under this Contract if such non-performance or delay results from or is a consequence of a case of force majeure or fortuitous event.

6. Termination of the Contract

Without prejudice to legal causes, the Parties may terminate the Contract for the following reasons:

1. By the will of either Party with prior notice according to the terms and conditions accepted by the client.

By mutual agreement of the parties.

7. Exclusivity

The CLIENT acknowledges that the SERVICE PROVIDER is the sole provider of WhatsApp chatbot technology for the Club during the term of this contract.

The exclusivity shall last until 6 months after the last renewal of the contract between the SERVICE PROVIDER and the CLIENT. Once the exclusivity period has ended, the CLIENT shall be free to contract the services of other providers of WhatsApp chatbot technology..

In the event that the CLIENT contracts the services of another provider of WhatsApp chatbot technology during the exclusivity period, the SERVICE PROVIDER shall have the right to immediately terminate the contract and claim compensation for damages equal to or greater than the amount that would have been received during that twelve-month exclusivity period.

If the SERVICE PROVIDER also offers management services for the Playtomic match chat (Manager) and the management of the CLIENT's database through the WhatsApp platform for organizing matches, ladders, meetups, tournaments, classes, and leagues with the goal of increasing the club's revenue, such services are also included in this exclusivity.

8. Confidentiality

The Parties undertake to respect the confidential nature of the information exchanged in connection with this Agreement and not to disclose or make it available to third parties without having obtained the prior written consent of the other party, unless required by a court or other competent authority. Furthermore, both parties undertake to take precautions to preserve the confidential nature of the other party's confidential information to the same extent as they do with their own Confidential Information.

Accordingly, each party undertakes to: (i) not disclose the confidential information; (ii) only communicate the confidential information to those employees who, due to their role, are directly involved in the development of this Agreement; and (iii) inform their employees of the confidential nature of the information.

Both parties undertake to respect the obligations arising from this clause during the term of the contract, as well as for 2 years following its termination or resolution. Furthermore, upon expiry or termination of this Agreement, each party shall return to the other or destroy all documents containing confidential information of the other party that have been provided in the context of the services regulated by this Agreement. Under no circumstances shall a copy of such documents be retained.

10. Guarantees

The Provider guarantees to the Client that it has all the necessary authorizations and licenses to provide the Services.

10. Non-existence of Employment Relationship

The Parties establish that, at no time, there will be an employment relationship between the Provider and the Client. The Provider states that the technical personnel who will provide the Service are hired in accordance with the Law and comply with all legal obligations regarding labor matters.

The Provider undertakes to fulfill all its fiscal and labor obligations, indemnifying the Client in full. To this end, the Client may demand from the Provider documentary evidence of compliance with labor and tax obligations from the administration or any legally obligatory third party.

11. Assignment

The Parties may not assign their position in this Contract, nor the rights or obligations arising from it in their favor or on their behalf, without the written consent of the other Party.

12. Notifications

All notifications, requests, demands, and other communications to be made by the Parties in relation to this Contract shall be in writing and shall be deemed to have been duly made when delivered by hand or sent by certified mail to the address of the other Party as stated in the header of this Contract, or to any other address that each Party may indicate for this purpose to the other.

13. Operation of Matches Padel Solutions S.L. technology on the WhatsApp platform.

THE CLIENT acknowledges that the technology of the SERVICE PROVIDER operates on the WhatsApp platform, which is provided by an external provider, and that the SERVICE PROVIDER has no control over the decisions made by such external provider regarding its platform. The SERVICE PROVIDER shall not be liable for any interruption, restriction, or failure of the WhatsApp service or any other problem or limitation imposed or that may arise from the use of technology on the WhatsApp platform.

THE CLIENT agrees that the use of the SERVICE PROVIDER's technology on the WhatsApp platform shall be governed by WhatsApp's terms and conditions, and it is the CLIENT's responsibility to comply with such terms and conditions. The SERVICE PROVIDER shall not be liable for any violation by the CLIENT of WhatsApp's terms and conditions, nor for the consequences thereof.

THE SERVICE PROVIDER acknowledges that the groups created by the CLIENT on the WhatsApp platform are the property of the CLIENT. The CLIENT agrees that the groups created on the WhatsApp platform by the SERVICE PROVIDER are the property of the SERVICE PROVIDER.

14. Clause for Access and Technology Integration

The Club authorizes Matches Padel Solutions to request access to the Syltek and Playtomic platforms, for the purpose of integrating and linking the technology provided by Matches Padel Solutions. This authorization includes, but is not limited to, obtaining access credentials, integration permissions, and any other technical requirements necessary to establish and maintain the technology linkage. The Club agrees to collaborate and provide all necessary information and assistance to facilitate such access and integration.

15. Personal Data Protection

With the sole purpose of maintaining and managing the present contractual relationship between the SERVICE PROVIDER and the CLIENT and for the correct execution of this contract, each party will receive personal contact data of employees, contractors, and clients of the other party. In this regard, each party guarantees that it has sufficient legitimacy to communicate the data to the other party and that it complies at all times with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data.

17. Post-Service Non-Hiring

The CLIENT expressly undertakes not to hire or engage, whether directly or indirectly, any employee, collaborator, supplier, or subcontractor who, at the time of such hiring or during the twelve (12) months immediately preceding it, has rendered services to the SERVICE PROVIDER in connection with the performance of this Agreement. If the CLIENT breaches this clause, it shall pay the SERVICE PROVIDER, as a penalty, an amount equal to twelve (12) gross monthly salaries of the affected worker, calculated on the basis of the total remuneration received during the worker’s last month of service with the SERVICE PROVIDER. This clause shall remain in force for the duration of the Agreement and for the twelve (12) months following its termination, for any reason.

16. Applicable Law and Competent Jurisdiction

The present Contract shall be governed and interpreted in accordance with the laws of the territory where the service is provided. The Parties express their agreement with this Contract, which they grant and sign in two equally original copies, at the place and date indicated above.

17. Billing Order

This document authorizes Matches Padel Solutions S.L. to collect the fee using the payment method chosen by the client according to the accepted terms and conditions.

In case of returns, the expenses generated by each receipt will be €30.00 excluding VAT to be paid by the client.

By the provider:

Samuel Dávila Fernández

53454500Q

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