General Terms and Conditions of the Quipu Platform

1. About QUIPU

The specialised software known as "Quipu" has been developed by the Spanish company QUIPU APP S.L. (hereinafter, 'Quipu'), with registered office at calle Alaba, 61, 5o-2a, 08005, Barcelona (Spain), Tax ID B-66086042 and registered with the Barcelona Commercial Registry under Volume 43882, Folio 171, Sheet 440915, Entry 1a, with telephone number +34 935 245 580 and the following email address support@getquipu.com

2. Purpose

The purpose of these General Terms and Conditions of Contract (hereinafter, «GTC») is to establish the conditions and terms for contracting the specialized Quipu Software.
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The GTC are available to the customer, who may consult and download them at the time of subscription. Likewise, to facilitate access to them, these GTC are available on the website owned by Quipu https://getquipu.com (hereinafter, the “Website”).
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The GTC that apply to the customer are those in force on the date of the Subscription or on the date of renewal by the customer.

3. Contracted QUIPU Services and scope of acceptance of the GTC

3.1. Through the Website, customers are offered a license to use software specialized in invoicing, accounting, and treasury management for small and medium-sized enterprises (hereinafter jointly the ‘Quipu Services’). The remaining services advertised and promoted by Quipu are entirely provided and offered by third-party companies unrelated to Quipu (hereinafter, the ‘Third-party Final Provider’), and consequently Quipu’s only involvement therein shall be the mere advertising and promotion of the services offered and provided by said Third-party Final Provider.

3.2. By accepting these GTC, Quipu grants its customers, on a non-transferable and non-exclusive basis and under the terms and conditions set out in these GTC, a right to use its web platform and its various features (hereinafter, the ‘Platform’), without granting said customer any right to exploit the intellectual and industrial property thereof, a fact which the customer declares to be aware of.

3.3. To this end, given that the users of the Quipu Services (hereinafter, and as referred to throughout these conditions, the “customers”) are exclusively legal entities or companies that implement them internally to be used by their employees, it is hereby stated that in such cases the customers are entirely responsible for the proper use of the Quipu Services by any person under their charge who has access, undertaking to ensure that all their employees use them correctly and comply with what is set out herein. Evidently, the aforementioned services may also be contracted by individuals carrying out a professional or commercial activity under the self-employed regime or any other applicable one.

3.4. If the Client is a legal entity, these GTC are accepted on behalf of the Client, and you therefore declare that you have sufficient legal capacity to accept them and bind the Client to them. Quipu does not verify the existence of powers of representation, nor the sufficiency of any existing powers for the User to act on behalf of the Client, nor the existence or identity of the User. Therefore, each User must make diligent and prudent use of Quipu's Services and of access to the Platform. Notwithstanding the foregoing, in cases where the client wishes the invoicing records to be submitted to the Electronic Office of the Tax Agency by Quipu or a third party, it will be necessary to first sign the corresponding authorization for this purpose, with the obligation falling on the Client to provide the supporting documentation of the power under which the signatory acts.

3.5. These GTC govern the conditions for contracting and accessing the Platform, and therefore Quipu's Services, by the client, all without prejudice to the general terms of use (hereinafter, the "GTU") of the Platform accepted by the client or those of the third-party final Provider that the client may have accepted or signed directly with the latter. In all cases, these GTC shall prevail over any other document signed between Quipu and the client.

4. Acceptance and possible modification of the GTC

4.1. The customer’s use of and access to the Platform implies acceptance of these GTC. Likewise, in order to contract the provision of the Quipu Services, customers are required to complete a form with their identifying details and to expressly accept these GTC, the General Terms of Use (“GTU”), as well as the Privacy and Cookies Policy. In case of any doubt regarding this document, the customer may contact us using the identifying details mentioned in these General Conditions. You can consult the following documents by clicking on the following links GTC, GTU and Privacy and Cookies Policy, which may likewise be consulted on our Website.

4.2. Quipu reserves the right to modify the content of the GTC at any time, so the customer is invited to review the conditions applicable at any given moment. In any case, this will not affect the customer, who will be subject to the GTC in force on the Website at the time of contracting the Services.

4.3. These Conditions may be formalized in any of the languages in which the GTC are available on the Website, at the Customer’s choice.

5. Process for Contracting the Services

5.1. In order to contract the Quipu Services, the customer must accept these GTC.

5.2. Access to the Platform is provided via the internet and requires the client to have previously registered and accepted the GTU. To do so, the client must enter the personal data marked as mandatory on the main page of our Website and click the 'Try it for free' button, thereby creating a Free Trial Account. If the client already has a personal account, they can log in by clicking 'Sign in' and entering their email address and password.

5.3. This Free Trial Account is made available to clients for a period of fifteen (15) days from the date of subscription, so that they can test the Platform's features before possibly subscribing to a paid Service Plan, whose features and prices are clearly set out on the Website.

5.4. Once the paid Service Plan has been confirmed by the client, a message will appear on their screen indicating that the operation has been completed successfully, and we will send them by email our confirmation of the service subscription, along with the corresponding invoice (hereinafter, the “Contract Confirmation”), provided that the client has given us their email address in their personal data form. Quipu is not responsible for errors or the non-functioning of the email address provided by the client.

5.5. Once the client or their authorized employees have logged in, they may select on the Platform the Quipu Services or those of the third-party Final Provider that they wish to contract. If they select the services of a third-party provider, the client will access the latter's Website directly, which is hereby noted is not operated by Quipu and over which Quipu exercises no control. As previously stated, the terms of any contract that may be entered into between the client and the third-party Final Provider of the service will be governed by the provisions of the aforementioned contract and/or terms they sign, in which Quipu neither intervenes nor is a party.

5.6. In any case, the client's contracting of Quipu Services shall entitle all of their authorized employees to access said Services.

6. Limitation of Quipu's liability

6.1. Quipu shall in no case be liable for:

• The content hosted on the Platform regarding third-party Final Providers or their services;
• Any potential damage to clients' equipment due to improper use;
• Damage caused by a virus infection on clients' equipment;
• Errors caused by access providers;
• Any unlawful interference by a third party;
• The possible consequences of entering faulty or incorrect information into the Platform;
• Faulty configuration by the client.

In any of the cases where Quipu incurs liability and where such liability has been sufficiently proven, the total compensation that Quipu must pay the client, on any grounds, as a result of its actions, shall in no case exceed the amount equivalent to the last twelve (12) monthly payments made by the client to Quipu. Likewise, in the event of a client claim, the latter must bring it within 12 months from the occurrence of the event giving rise to said claim; after that period the client may not bring it.

6.2. Quipu cannot guarantee and therefore is not liable for the client having such access to the Platform at all times, whether due to unforeseeable circumstances or circumstances that, even if foreseeable, prevent the performance of the Quipu Services for reasons beyond Quipu's control or that cannot be avoided (natural disasters, power supply failures, terrorist attacks, accidents, cyberattacks, etc.). In any of these cases, Quipu is not liable for fulfilling its obligations set out in these GTC and the GTU, nor for direct or indirect damages caused to the client due to such circumstances or others of a similar nature. Indirect damages shall be understood to mean, without this list being exhaustive, any loss of profit, loss of business opportunity, loss of data, or increase in coverage.

6.3. For the services provided by the third-party Final Provider, the latter shall be the sole and direct party responsible for the provision of said services, with Quipu remaining entirely uninvolved and assuming no liability whatsoever for the consequences that may arise from the provision of the services offered by the third-party Final Provider. Nevertheless, Quipu always expressly requests all third-party Final Providers to correctly provide their services, in full compliance with the standards of the relevant sector. The client expressly accepts this limitation of Quipu's liability, which is essential for all purposes. The services of third-party Final Providers will be provided under the conditions set out in the latter's General and Specific Terms of Contract (hereinafter the 'General Terms of the third-party Final Provider'), which must be accepted by the client at the time of contracting them. In any case, the third-party Final Provider is the sole and direct party responsible for its General Terms, so Quipu assumes no liability regarding them.

6.4.- Although the third-party Final Providers are companies with extensive experience and recognised prestige, Quipu cannot verify or guarantee that the information contained in the Platform or on the third-party Final Provider's own website is accurate, complete and correct. However, Quipu uses all means at its disposal to ensure that third-party Final Providers only offer real services under precise conditions. This is why the third-party Final Provider is solely responsible for the information (prices, configuration, features, extras, accuracy, correctness of descriptions, including images, etc.) included in the Platform or on their own websites regarding their services. The client accepts that any claim in this regard shall be made directly and exclusively against the third-party Final Provider of the service, since Quipu merely performs a function of promoting the services of the third-party Final Providers.

7. Price and method of payment

7.1. The Price of the Quipu Services shall be that subscribed to by the client at the time of subscribing to the paid Account; the aforementioned prices and features are detailed at the time of subscription.

7.2. Quipu will issue an annual/monthly invoice to the Company based on the plan it has contracted.

7.3. The Company undertakes to pay said invoice in cash.
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7.4. Quipu only invoices for the licence to use the Platform; it does not invoice or manage the collection of the third-party Final Provider's services.

7.5. Quipu reserves the right to pass on any collection costs that may have been generated due to the client's non-payment and that result from the latter, as well as any late payment interest that may apply.

7.6. The price will be subject to the indirect tax rate corresponding to the agreed period, which may be increased, where applicable, as a result of changes to the applicable legal regulations.

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8. Duration and termination of the contract

8.1. In the event of an annual contract for the service, should the client so decide, said contract will have a duration of one year from its signing unless a specific contract is in place. This contract will be tacitly renewed for equal periods if neither Party, by means of a notification in the Settings > Subscription > Cancel section and with a minimum of 1 month's notice before the expiry of the initial duration period or any of its extensions, communicates its wish not to renew it. Should you wish to terminate the contract during the contracted period, no refunds will be made for the remaining period due to non-use of the Platform.

8.2. In the event of a monthly contract, should you so decide, you will have the right to terminate this contract freely and without penalty with a minimum notice period of 1 month. This contract will be tacitly renewed for equal periods if neither Party, by means of a notification in the Settings > Subscription > Cancel section and with a minimum of 1 month's notice before the expiry of the initial duration period or any of its extensions, communicates its wish not to renew it." Should you wish to terminate the contract during the contracted period, no refunds will be made for the remaining period due to non-use of the Platform.

8.3. Notwithstanding the foregoing, the Parties may terminate the contractual relationship entered into and bring it to an end, releasing themselves from their respective obligations, in the event that either of them repeatedly breaches any obligations to which they are subject, and without prejudice to the legal consequences of termination for the breaching party.

8.4. Likewise, the parties may terminate the contractual relationship entered into by mutual agreement.

9. Obligations of Quipu and the Customer

9.1.- Obligations and warranties of Quipu:
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- To provide the Quipu Services in accordance with the terms set out in these Terms of Contract.

- Quipu undertakes to provide sufficient means to keep the Platform available 24 hours a day, every day of the year, although it is not responsible for the malfunction or occasional interruption of the websites of the third-party Final Provider or of the Website and/or Quipu's Platform attributable to third parties, or for any unforeseeable event caused by a person outside the contract, or for acts of God or force majeure. Notwithstanding the foregoing, Quipu reserves the right to interrupt the Website and/or the Platform when necessary in order to carry out technical repairs, maintenance, make changes to the Platform (design, texts, technology, etc.) and/or improve its services. To the extent possible, Quipu will give advance notice of interruptions due to foreseeable circumstances, such as maintenance and connectivity outages.

9.2.- Obligations of the Customer:

- To fill in the identification and registration forms according to the instructions provided. The customer is responsible for ensuring that both the data provided during the registration process and during the contracting process are truthful and accurate, and undertakes to inform Quipu of any changes to them that affect the contractual relationship.

- To adopt all such security measures as are advisable or necessary to preserve the confidentiality and secrecy of their Username (Login) and Password used to access Quipu's Platform, which shall, in all cases, be personal and non-transferable.

- Not to use the Website or the Platform for activities contrary to the law, morality or public order, nor for illicit or prohibited purposes, or purposes harmful to the rights and interests of third parties. Quipu is not responsible for the consequences and damages that may result from improper use of the Services provided through the Website and/or the Platform.

10. Prohibition of transfer or assignment for the Customer

The customer is prohibited from transferring or assigning this contract in whole or in part without the prior and express consent of Quipu.

11. Intellectual and industrial property

11.1. Quipu, as owner of all rights to the Platform, holds all intellectual and industrial property rights over it, having simply granted a license to use the Platform through this Contract. Quipu expressly reserves the exploitation rights it holds over the licensed Platform, expressly including the rights of reproduction, transformation, public communication and distribution in all possible forms of exploitation.

11.2. Likewise, “QUIPU” is a trademark registered by Quipu with the Spanish Patent and Trademark Office, so any use of it or of any similar identifying sign that could cause confusion by third parties as to its origin or ownership is prohibited without prior express authorization.

11.3. The Website https://getquipu.com and all URLs where Quipu offers its services are domains registered by Quipu. Likewise, the Intellectual Property rights relating to the software and the contents of the Website belong to Quipu or to its licensors.

11.4. Consequently, the total or partial reproduction of the Website is expressly prohibited. It is also not permitted to publish, manipulate or distribute the content of the Website without the express authorization of Quipu or the legitimate owner, as the case may be.

11.5. The client authorizes Quipu to use its brand and/or logo free of charge to reference it on its Website as a client using the Quipu Services, which the client declares to accept.

12. Confidentiality

The Parties undertake to keep confidential and private the existence and content of all documentation and information supplied, transmitted or disclosed to them through the signing of this Agreement, regardless of the medium, form or format used (hereinafter, "Confidential Information"), agreeing not to make any disclosure to third parties or public communication without the prior written authorization of the other party, except for legal reasons or by virtue of an administrative or judicial order, in which case the Parties undertake to disclose exclusively the information strictly necessary in accordance with the order received.

By way of example but not limitation, Confidential Information shall be understood to include all information relating to customer data, its very existence, its structure, promotion and sales plans, source and object code of computer programs, systems, techniques, inventions, processes, patents, trademarks, registered designs, copyrights, Know-how, trade names, technical and non-technical data, drawings, sketches, financial data, plans relating to new products, data relating to customers or potential customers, as well as any other information used within Quipu's business operations.

The obligation of Confidentiality shall survive even after the termination, for any reason, of the contractual relationship between the Parties, without this generating any type of compensation.

Breach of the confidentiality obligation assumed in this agreement or of the return of the Confidential Information established above shall entitle either Party to claim the full amount of the damages that such breach may have caused it.

13. Protection of personal data

Data processor:
The personal data provided by customers will be processed by QUIPU APP, S.L., with registered office at calle Alaba, 61 5o-2a, 08005 Barcelona - CIF: B-66086042 Phone: 935 245 580 DPO Email: privacy@getquipu.com.

Purposes - legal basis:
- Purposes: to be able to provide you with the Quipu Services based on the contracted service, monitoring of invoicing and collection, the management and follow-up of clients, as well as sending commercial communications. Likewise, your data is necessary for handling any request based on the exercise of your rights.
- Legal basis: the performance itself of the provision of the corresponding service.

In any case, we remind you that you have the right to object to this processing of your data, and you may do so by email through our DPO's address privacy@getquipu.com.

Data retention periods and storage: Data will be retained for as long as the service is active. Once this relationship ends, where applicable, data may be retained for the period required by applicable legislation and until any potential liabilities arising from the commercial relationship have expired. Data used for sending commercial communications and building commercial profiles of our services will be retained for 3 years from the last contact received from the prospect.

Recipients: Your data will be shared with the people in our company responsible for providing the services. Your data may also be transferred to credit institutions for payment processing, as well as to public authorities if legally required.

Rights: You have the right to exercise your rights of access, rectification, erasure, restriction or portability, for which you must submit a written request to the address indicated above. You must specify which of these rights you wish to exercise and enclose a photocopy of your National Identity Document (DNI).

In the event of any violation of your rights, you may file a complaint with the Spanish Data Protection Agency (contact details available at www.agpd.es).

QUIPU guarantees Quipu expressly declares that it offers sufficient guarantees to implement appropriate technical and organisational measures, so that the processing of personal data complies with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR).

It will process the data and content solely on behalf of the customer and for the provision of the contracted services, not using them for any other purpose.

Your Personal Data is hosted within the European Union.

However, should we be required to transfer certain Personal Data to our subcontractors located outside the European Union, we will first ensure that the appropriate safeguards are in place to verify that all transfers of Personal Data (such as the European Commission's Standard Contractual Clauses combined with additional security safeguards) comply with the GDPR and the recommendations of the European Data Protection Board.

QUIPU Security Measures: Quipu applies technical and organizational measures to ensure an adequate level of security to protect the personal data collected, including measures with mechanisms to:

a) ensure the ongoing privacy, integrity, availability, and resilience of processing systems and services;

b) quickly restore the availability of and access to personal data in the event of a physical or technical incident;

c) regularly test, assess, and evaluate the effectiveness of the technical and organizational measures implemented to ensure the security of processing;

d) pseudonymize and encrypt personal data, where applicable.

Confidentiality and control of the category of data processed: Quipu will ensure that the persons under its authority who must process personal data commit to respecting confidentiality and the applicable security measures, keeping a Record of all categories of processing activities carried out.

Subcontracting of processor services: The processor may subcontract the provision of the services indicated in the contract when the proper delivery of the service covered by this agreement requires it, and only for that purpose. This subcontracting may involve the processing of personal data by the subcontractor, in which case Quipu guarantees that they will comply with all the requirements and obligations established in the personal data protection regulations.

Once the contractual relationship ends, Quipu will return the data to the client and, if applicable, the media on which they are stored, once the service has been fulfilled. In any case, Quipu may retain a copy of the data in the cases and conditions indicated in Quipu's Privacy Policy.

14. Notifications

Any notification and communication that may or must be made in relation to these GTC shall be made in writing and must be sent by email.

15. Jurisdiction and Applicable Law

This Agreement is governed by Spanish Law. In the event that any part of it is invalid or void for any reason, this will not affect the remaining provisions of this Agreement, which will retain their validity.

To resolve any doubt or dispute that may arise between the parties regarding the fulfillment or interpretation of the clauses of this Agreement, both parties, by mutual agreement, submit to the Jurisdiction and competence of the Courts and Tribunals of the city of Barcelona, waiving their own jurisdiction if different.

Barcelona, November 2025.

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