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Courtesy translation. In case of any discrepancy, the Spanish version prevails.

This document sets out the terms governing the relationship between Hurus AI Systems, S.L. (hereinafter, "Hurus"), with tax ID (CIF) B26996546, registered office at Plaza del Charco 15, Puerto de la Cruz, Santa Cruz de Tenerife, Spain, registered in the relevant Commercial Registry, and legal contact email legal@hurus.io, and any company or person that engages or uses the services of Hurus (hereinafter, the "Client").

Engaging any Hurus service implies full and unreserved acceptance of these Terms. If the Client does not agree with any of the conditions set out herein, the Client must refrain from engaging or continuing to use the services.

Hurus provides professional outsourced B2B sales execution services (the "Services"): identification of business opportunities, active prospecting, design and management of multichannel contact sequences, lead qualification, and the scheduling of qualified sales meetings. Hurus acts at all times as an independent service provider, and not as an employee, agent or legal representative of the Client.

The specific Services, their scope, duration and economic terms are set out in the specific contract entered into between the parties. In the event of any conflict between the contract and these Terms, the contract shall prevail with regard to particular conditions.

Hurus does not assume any commitment as to results (minimum number of meetings, sales closings or revenue generated) unless expressly agreed in writing in the contract. Commercial prospecting is subject to market, product and end-counterparty variables beyond Hurus's control.

The contractual relationship is formalized by signing the corresponding services contract. The Client warrants that the person signing the contract on its behalf is a duly authorized legal representative and has full legal capacity to bind its company.

These Terms are in force from the date indicated in the header. Hurus reserves the right to update them to adapt them to regulatory changes or changes in the configuration of the service, with prior notice to the Client of at least 15 days. Continued use of the service after notification shall constitute acceptance of the amendments.

For the proper provision of the service, the Client expressly undertakes to:

Hurus undertakes to:

Hurus is the exclusive owner of all intellectual and industrial property rights over its methodologies, systems, prospecting models, workflows, templates, algorithms, proprietary databases, training materials and any development or tool created by Hurus, regardless of whether they have been used in the performance of the service for the Client.

The Client obtains a non-exclusive, time-limited and non-transferable license to use the deliverables specifically agreed in the contract (reports, lists of qualified contacts, personalized message sequences), solely for the Client's own business purposes. This license terminates automatically upon termination of the contract.

The Client is expressly prohibited from reproducing, distributing, commercializing, decompiling or assigning to third parties the systems, methodologies or developments of Hurus. Breach of this clause shall entitle Hurus to terminate the contract with immediate effect and to claim damages for the losses caused.

Hurus reserves the right to mention the Client in its portfolio, website and commercial reference materials, unless otherwise instructed in writing with at least 5 business days' notice.

Both parties undertake to maintain the strictest confidentiality regarding all information exchanged during the provision of the service that is not in the public domain, including without limitation: commercial strategies, contact lists, economic terms, client and prospect data, and any technical or business information classified as confidential.

This obligation applies during the term of the contract and for 3 years following its termination for any reason. The obligation shall not be enforceable with respect to information that must be disclosed by legal or judicial mandate, subject to immediate notice to the other party.

Breach of this obligation shall give rise to liability for the damages actually caused, without the need to prove gross negligence or willful misconduct.

The Client undertakes not to hire, or to contact directly for hiring purposes, any employee, collaborator or SDR of Hurus who has participated in the performance of the Services during the term of the contract and for the 12 months following its termination, unless Hurus has given prior written agreement. Breach of this clause shall oblige the Client to pay Hurus compensation equivalent to 6 gross monthly salaries of the employee concerned, as a reasonable estimate of the damages caused.

Hurus's fee model combines a fixed monthly fee (retainer) plus variable commission per result (confirmed qualified meeting or other agreed milestone). The specific terms are set out in the contract signed by the parties.

Invoices are due within the agreed deadlines. Late payment shall accrue default interest in accordance with Ley 3/2004 (Spanish Act 3/2004) on measures to combat late payment in commercial transactions. Non-payment of two or more consecutive invoices shall entitle Hurus to suspend the provision of the service or terminate the contract without prior notice, and the Client may not claim any compensation for such suspension or termination.

Hurus shall perform the Services with the due diligence of a qualified professional. However, business generation involves variables outside Hurus's control, including prospect decisions, market conditions, the quality of the Client's product or service, and macroeconomic factors.

In no event shall Hurus's total cumulative liability to the Client, on any ground, exceed the total amount paid by the Client to Hurus in the 6 months preceding the event giving rise to the damage. The following are expressly excluded from Hurus's liability: indirect damages, loss of expected or projected profits, reputational damage, and loss of data or business opportunities, unless they are the direct result of willful misconduct or gross negligence of Hurus duly proven.

Hurus shall not be liable for failure to perform its obligations where such failure results from force majeure, failures of third-party infrastructure, supervening regulatory changes or other circumstances beyond its reasonable control.

Any claim by the Client must be notified to Hurus in writing at legal@hurus.io within a maximum of 30 calendar days from becoming aware of the triggering event. If no claim is made after that period has elapsed, the Client shall be deemed to have waived its right to claim on that ground.

The contract shall have the term agreed between the parties. Either party may terminate it by giving 30 calendar days' written notice, unless a minimum commitment period has been agreed.

Early termination by the Client during the minimum period, for reasons not attributable to Hurus, shall entitle Hurus to claim the fixed fees corresponding to the remaining time of the committed minimum period, as a contractual penalty for breach.

Upon termination of the contract, Hurus shall return to the Client the data and information owned by the Client that are in its possession, within a reasonable period and in an accessible format. The materials and methodologies owned by Hurus shall not be returned.

These Terms and any relationship arising from the provision of Hurus's services are governed by Spanish law and, where applicable, by European Union regulations.

For the resolution of any dispute arising from the interpretation, performance or breach of these Terms, the parties expressly submit to the Courts and Tribunals of Santa Cruz de Tenerife, waiving any other jurisdiction that might correspond to them.