TERMS OF SERVICE (TOS).

Business Name: PORTFOLIO SERVICIOS INMOBILIARIOS, SOCIEDAD LIMITADA (hereinafter, the "Company" or the "Responsible").
CIF: B54981014
Address: Calle Salvador Dalí 8 - 03189 - Orihuela Costa - ALICANTE
Phone: +34 966 730 104
Email for communications on Protection data: info@psiconsultants.es

ACCEPTING TERMS OF SERVICE

Please read these Terms Of Service carefully. All service agreements that the Consultant may enter into from time to time for the provision of consultancy services shall be governed by these Terms Of Service, and the Consultant will ask the Client for the Client's express written acceptance of these Terms Of Service before providing any consultancy services to the Client.

1. DEFINITIONS

1.1 In these Terms Of Service, except to the extent expressly provided otherwise:

"Charges" means the following amounts:

(a) the amounts specified in Section 5 of the Statement of Work;

(b) such amounts as may be agreed in writing by the parties from time to time.

"Client" means the person or entity identified as such in Section 1 of the Statement of Work;

"Client Materials" means all works and materials supplied by or on behalf of the Client to the Consultant for incorporation into the Deliverables or for some other use in connection with the Services;

"Consultant" means Portfolio Servicios Inmobiliarios S.L., a company incorporated in Spain (registration number: B54981014) having its registered office at Calle Salvador Dalí, 8, Playa Flamenca, Orihuela Costa, 03189, Alicante, España;

"Service agreement" means a particular service agreement made under these Terms Of Service between the Consultant and the Client;

"Deliverables" means those deliverables specified in Section 4 of the Statement of Work that the Consultant has agreed to deliver to the Client under these Terms Of Service;

"Effective Date" means the date of execution of a Statement of Work incorporating these Terms Of Service;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Minimum Term" means, in respect of the Service Agreement, the period of 12 months beginning on the Effective Date;

"Services" means the consultancy services specified in Section 2 of the Statement of Work;

"Statement of Work" means a written statement of work agreed by or on behalf of each of the parties;

"Term" means the term of the Service Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Terms Of Service" means all the documentation containing the provisions of the Service Agreement, namely the main body of these Terms Of Service and the Statement of Work, including any amendments to that documentation from time to time; and

"Third Party Materials" means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party, and which are specified in Section 3 of the Statement of Work or which the parties agree in writing shall be incorporated into the Deliverables.

2. TERM

2.1 The Service Agreement shall come into force upon the Effective Date.

2.2 The Service Agreement shall continue in force until:

(a) all the Services have been completed;

(b) all the Deliverables have been delivered; and

(c) all the Charges have been paid in cleared funds,

upon which it will terminate automatically, subject to termination in accordance with Clause 9.

2.3 Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct service agreement under these Terms Of Service.

3. SERVICES

3.1 The Consultant shall provide the Services to the Client in accordance with these Terms Of Service.

3.2 The Consultant shall provide the Services with reasonable skill and care.

4. DELIVERABLES

4.1 The Consultant shall deliver the Deliverables to the Client.

4.2 The Client must promptly, following receipt of a written request from the Consultant to do so, provide digital or physical written feedback to the Consultant concerning the Consultant's proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.

4.3 The Consultant shall use its best endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in Section 4 of the Statement of Work.

4.4 The Consultant warrants to the Client that:

(a) the Deliverables will conform with the requirements of Section 4 of the Statement of Work as at the date of delivery of the Deliverables;

(b) the Deliverables will be free from material defects; and

(c) the Deliverables, when used by the Client in accordance with these Terms Of Service, will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

5. CHARGES

5.1 The Client shall pay the Charges to the Consultant in accordance with these Terms Of Service.

5.2 All amounts stated in or in relation to these Terms Of Service are, unless the context requires otherwise, stated inclusive of any applicable value-added taxes, meanwhile sometimes exclusive of any applicable value-added taxes, which will be added to those amounts and payable by the Client to the Consultant.

6. PAYMENTS

6.1 The Consultant shall issue invoices for the Charges to the Client on or after the invoicing dates set out in Section 5 of the Statement of Work.

6.2 The Client must pay the Charges to the Consultant within the period of 365 days following the receipt of an invoice issued in accordance with Clause 6.

6.3 The Client must pay the Charges by cash, debit card, credit card, direct debit, bank transfer or cheque (using such payment details as are notified by the Consultant to the Client from time to time).

7. WARRANTIES

7.1 The Consultant warrants to the Client that:

(a) the Consultant has the legal right and authority to enter into the Service Agreement and to perform its obligations under these Terms Of Service;

(b) the Consultant will comply with all applicable legal and regulatory requirements applying to the exercise of the Consultant's rights and the fulfilment of the Consultant's obligations under these Terms Of Service; and

(c) the Consultant has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms Of Service.

7.2 The Client warrants to the Consultant that it has the legal right and authority to enter into the Service Agreement and to perform its obligations under these Terms Of Service.

7.3 All of the parties' warranties and representations in respect of the subject matter of the Service Agreement are expressly set out in these Terms Of Service and the applicable Statement of Work. Subject to Clause 8.1, no other warranties or representations will be implied into the Service Agreement and no other warranties or representations relating to the subject matter of the Service Agreement will be implied into any other service agreement.

8. LIMITATIONS AND EXCLUSIONS OF LIABILITY

8.1 Nothing in these Terms Of Service will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

8.2 The limitations and exclusions of liability set out in this Clause 8 and elsewhere in these Terms Of Service:

(a) are subject to Clause 8.1; and

(b) govern all liabilities arising under these Terms Of Service or relating to the subject matter of these Terms Of Service, including liabilities arising in the service agreement, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms Of Service.

8.3 The Consultant shall not be liable to the Client in respect of any loss of profits or anticipated savings.

8.4 The Consultant shall not be liable to the Client in respect of any loss of revenue or income.

8.5 The Consultant shall not be liable to the Client in respect of any loss of use or production.

8.6 The Consultant shall not be liable to the Client in respect of any loss of business, service agreements or opportunities.

8.7 The Consultant shall not be liable to the Client in respect of any loss or corruption of any data, database or software.

8.8 The Consultant shall not be liable to the Client in respect of any special, indirect or consequential loss or damage.

9. TERMINATION

9.1 Either party may terminate the Service Agreement by giving to the other party not less than 30 days' written notice of termination, expiring at the end of any calendar month.

9.2 Either party may terminate the Service Agreement immediately by giving written notice of termination to the other party if:

(a) the other party commits any breach of the Service Agreement, and the breach is not remediable;

(b) the other party commits a breach of the Service Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 365 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c) the other party persistently breaches the Service Agreement (irrespective of whether such breaches collectively constitute a material breach).

9.3 Either party may terminate the Service Agreement immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Service Agreement); or

(d) if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.

9.4 The Consultant may terminate the Service Agreement immediately by giving written notice to the Client if:

(a) any amount due to be paid by the Client to the Consultant under the Service Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given.

10. EFFECTS OF TERMINATION

10.1 Upon the termination of the Service Agreement, all of the provisions of these Terms Of Service shall cease to have effect, save that the following provisions of these Terms Of Service shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 6.2, 6.4, 8, 10, 11.2 and 13.

10.2 Except to the extent that these Terms Of Service expressly provides otherwise, the termination of the Service Agreement shall not affect the accrued rights of either party.

11. STATUS OF CONSULTANTS

11.1 The Consultant is not an employee of the Client, but an independent service provider.

11.2 The termination of the Service Agreement will not constitute unfair dismissal; nor will the Consultant be entitled to any compensation payments, redundancy payments or similar payments upon the termination of the Service Agreement.

12. SUB SERVICE AGREEMENT

12.1 Subject to any express restrictions elsewhere in these Terms Of Service, the Consultant may subservice agreement any of its obligations under the Service Agreement, providing that the Consultant must give to the Client, promptly following the appointment of a subservice agreementor, a written notice specifying the subservice agreemented obligations and identifying the subservice agreementor in question.

12.2 The Consultant shall remain responsible to the Client for the performance of any subservice agreemented obligations.

13. GENERAL

13.1 No breach of any provision of the Service Agreement shall be waived except with the express written consent of the party not in breach.

13.2 If any provision of the Service Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Service Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

13.3 The Service Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

13.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any service agreementual rights or obligations under these Terms Of Service.

13.5 The Service Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Service Agreement are not subject to the consent of any third party.

13.6 Subject to Clause 8.1, these Terms Of Service shall constitute the entire agreement between the parties in relation to the subject matter of these Terms Of Service, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

13.7 The Service Agreement shall be governed by and construed in accordance with Spanish law.

13.8 The courts of Spain shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Service Agreement.