General Conditions 3PL

GENERAL CONDITIONS OF LOGISTICS SERVICES OF "AMPHORA TECHNOLOGIES, S.L.".

1. SCOPE OF APPLICATION

The present General Conditions are applicable to all logistic services provided by the company ".AMPHORA TECHNOLOGIES, S.L."with registered office at Travessera de Gràcia no 58, 1o 1a; 08006 Barcelona and with tax identification number B-01660059 (hereinafter, the "Services" y "Amphora(the ", respectively) to companies that mainly market their products through e-commerce and that contract such logistics services (the ", respectively) to companies that mainly market their products through e-commerce and that contract such logistics services (the "Customers"and the "Products", respectively).

These General Terms and Conditions are available to interested parties and can also be consulted at www.amphoralogistics.com.

The General Conditions regulate the provision of the Services by Amphora, either directly or through subcontracted third parties, which must be expressly accepted by the Clients by means of the subscription of an Adhesion Agreement to the present General Conditions (the "Agreement").

2. LOGISTICS SERVICES

2.1. References

By virtue of the Agreement and these General Terms and Conditions, Amphora shall provide to the Client the Services listed in this Clause 2, under the conditions referred to in Clause 3; when requested through the Platform in accordance with the provisions of Clause 4.

In addition to the Services detailed in this Clause 2, Amphora may provide the Client with additional services, which shall be the subject of a separate agreement and quotation.

2.2. Receipt and storage of the Products

The Services provided by Amphora include, but are not limited to, the services of receiving and storing the Products in Amphora's warehouse, which may include the following actions:

(i) Unloading of the Products from the carrier's vehicles.

(ii) Receipt of the Products at Amphora's warehouse. For this purpose, the Products must be delivered in boxes and/or pallets correctly labeled with Amphora's QR. If this is not the case, the additional costs provided for in the Annex III: Special Conditions.

(iii) Registration of Products received.

(iv) Review and count of the Products upon receipt. In general, it shall be assumed that the Customer commissions Amphora to provide this Service (at the Price set forth below), unless otherwise expressly agreed. The result of the review and counting of the Products carried out by Amphora shall in any case prevail over the information provided by the Customer.

(v) Review and count of inventory in storage.

(vi) Storage, safekeeping and storage of Products received on racks, aisles, pallets or other suitable spaces in Amphora's warehouse. In the event that Products are to be stored on pallets or on shelves, only a single Product reference may be stored in each pallet location or on each shelf.

2.3. Product Handling

The Services provided by Amphora include, but are not limited to, Product handling services, which may include the following actions:

(i) Handling the Products according to the specifications submitted in writing by the Customer (such as, but not limited to, placing products inside a container or packaging, sorting, loading and unloading the Products, etc.).

(ii) Kitting, i.e. the creation of packages or kits as a result of the grouping and/or assembly of individual references or Products, following the specifications submitted in writing by the Customer.

2.4. Order preparation and shipment

The Services provided by Amphora include, but are not limited to, order preparation services, which may include the following actions:

(i) Receipt of orders from Customer, through the Platform or a Customer platform.

(ii) Picking of Product units, following the specifications sent in writing by the Customer, that is, selecting the Product in the location where it is located in the warehouse for the preparation of the corresponding orders.

(iii) Packing of the Products in a container or packaging of suitable presentation, so as to ensure their protection during storage and/or subsequent movement.

It also includes actions such as wrapping the Product, removing packaging, including information (such as coupons, catalogs, etc.) inside the container or packaging; as well as the addition of necessary labels or stickers to the Product, container or packaging.

Amphora will use the packaging material provided by the Customer. Failing this, the packaging material available to Amphora (which has three standard sizes) will be used, with the cost being passed on to the Customer.

In case it is necessary to introduce protective elements in the packaging (such as kraft paper or protective bubbles); the cost will also be passed on to the Customer.

(iv) Labeling of the Products, with the label provided by the corresponding transport company.

(v) Moving the Products to a shipping point to facilitate their loading by the carrier.

(vi) Custody of the Products until they are picked up by the carrier.

(vii) Shipment of the Products to the final recipient.

2.5. Management of changes and returns

The Services provided by Amphora include, but are not limited to, Product return and exchange management services, following the return and exchange policy indicated by the Customer on the Platform, and under its control, which may include the following activities:

(i) Management of the collection of the exchanged and/or returned Products; from the final recipient to Amphora's warehouse, once the Customer has approved the exchange and/or return in question, through the Platform. By default, the exchanged and/or returned Products whose management is entrusted to Amphora will be returned to their warehouse of departure. At the express request of the Customer, they may also be returned to the Customer's premises.

(ii) Receipt of exchanged and/or returned Products at Amphora's warehouse.

(iii) Review of exchanged and/or returned Products. In such case, Amphora will inform the Customer of the status of the exchanged and/or returned Products.

(iv) Dispose of or restock the exchanged and/or returned Products, following the return and exchange policy indicated in writing by the Customer. This may include reconditioning the Products to the specifications submitted in writing by Customer in each case.

(v) In case the final recipient has requested a change, which may be directly requested to Amphora through the Platform, Amphora will manage the shipment of the new Product following the indications provided by the Customer through the Platform; including all inherent Services.

2.6. Intermediation in the transportation of the Products

The Services provided by Amphora include, among others, the intermediation and coordination with transport companies to carry out the transportation of the Products inherent to the provision of the Services, such as (i) collection of the Products at the facilities designated by the Client (first entry, given that as a general rule, the Client will be responsible for and assume the responsibility of the shipment of the products object of the Services, from the production factory to the location of Amphora's warehouses); (ii) shipment and delivery of the Products to the final recipient; and (iii) collection and return of Products subject to exchange and/or return.

Intermediation and coordination services in the field of transportation will include all necessary arrangements with transportation companies, which may include the following activities:

(i) Generation of shipping labels.

(ii) Management of orders and related documentation.

(iii) Automatic incident management.

(iv) Transfer of the Customer's instructions regarding the transportation of the Products.

(v) Follow-up of the transportation of the Products.

(vi) If necessary, to carry out communications or claims to the transport companies according to the Client's instructions.

(vii) Coordination with the transport companies for the resolution of incidents occurring during shipment.

(viii) Where appropriate, sending automatic e-mails to the final recipient in order to minimize incidents.

Amphora will sign with the transport companies the orders, contracts and orders necessary to carry out the aforementioned actions, on behalf of Amphora but for the benefit and account of the Client, and without being liable, in any case, for the damages or actions of the transport company. In the event of any breach or contingency with a carrier; Amphora will cooperate in any claim that the Client may decide to bring against the carrier in question, assigning the relevant actions, allowing the Client to subrogate Amphora's position for all purposes, handling the claim (if requested by the Client) and/or providing its support to that effect.

3. CONDITIONS FOR THE PROVISION OF SERVICES

3.1. References

Customers will be able to contract the Services and monitor their status through the Platform enabled by Amphora.

3.2. Conditions for the provision of the Services

a) Autonomy. Amphora will have total autonomy and independence for the direction, management, organization and provision of the Services, as well as to direct, manage and organize the technical, human and material means of its activity, although it must follow the instructions of the Client in the cases expressly provided for in these General Conditions.

In this regard, it is noted that Amphora shall have full autonomy to move the Products between Amphora's warehouses and facilities, whether for logistical or organizational needs, etc., without the need for authorization or communication to the Client.

b) Subcontracting. Amphora may select and contract with third parties for all or part of the Services, under such terms and conditions as it deems appropriate from time to time, without the prior consent of the Client. All subcontractors shall be considered independent agents of Amphora.

c) Schedules. Amphora shall provide the Services on working days: Monday to Friday, excluding holidays at Amphora's registered office, at the place where the warehouse is located, and at the place of destination of the Products.

d) Product stock control. The Customer shall be responsible for monitoring and periodically reviewing the stock of Products in Amphora's warehouse, to which information will have access through the Platform and, if necessary, will also be responsible for their replenishment.

Amphora shall not be liable, in any case, for any damages that may arise from the lack of stock or shortage of the Products.

e) Refusal of shipments. Amphora reserves the right at all times not to accept a delivery request in the following cases: (i) because it considers the content of the Products to be abnormal; (ii) because it considers the circumstances of the order to be strange; or (iii) because it considers the packaging of the Products to be deteriorated or insufficient (in the latter case, provided that Amphora has not been commissioned to provide packaging services).

If, once the Customer has been warned, he/she persists in his/her will to make the shipment, Amphora shall be exempt from any liability in relation to such shipment, and may state the reservation in the document for the delivery of the transport.

3.3. Products susceptible to the provision of the Services

The Products in respect of which the Services may be contracted are subject to the following restrictions:

a) They cannot be items considered illegal.

b) It cannot be flammable or combustible articles.

c) They cannot be items that are difficult to handle.

d) Prohibited items cannot be involved.

e) The Products shall be finished articles, or easily assembled.

f) It cannot be packages with a gross weight exceeding 40 kgs or exceeding 40 kgs volumetric, unless expressly agreed in writing between the Customer and Amphora, which may also be reflected in the price of the Service.

g) They cannot be dangerous products.

Dangerous goods shall be understood as, but not limited to, those specified in the technical instructions of the International Civil Aviation Organization (ICAO), in the dangerous goods regulations of the International Air Transport Association (IATA), in the International Maritime Dangerous Goods (IMDG) code, in the regulations of the European Agreement concerning the International Carriage of Dangerous Goods by Road (ADR) or in any other national or international regulation applicable to the transport or any other service related to dangerous goods.

Notwithstanding the foregoing, Amphora may accept Products from the categories listed in the above headings - with the exception of those under heading a) - provided that this is agreed between the parties in writing in advance, but Amphora reserves the right to quote prices different from those set out in Clause 3.4, taking into account elements such as the dangerousness, hazardousness and/or toxicity of the Products handled, among others. In this case, the Customer shall specify the dangerousness, toxicity, or specific circumstance on the packaging, packaging or identifying elements of the Products.

The Customer must check and verify the correct condition of the Products before delivery to Amphora, and must also submit an inventory of the Products in question, detailing their quantities and their "Retail Price" at the time they enter Amphora's warehouses.

The Products that do not comply with the provisions of this Clause shall be returned by Amphora to the Customer, or made available to the Customer at Amphora's facilities; without the Customer being entitled to obtain a refund of the amount paid for the contracted Services, which may not be carried out.

Until such time as the products are removed from Amphora's facilities, they will accrue the Increased Storage Price and the Retained Products regime will apply to them. mutatis mutandisas these terms are defined below.

3.4. Price of Services

The price of the Services will be calculated on the basis of the prices of the Anexo III, Apéndice 1 (el “Precio”)which may be replaced or modified to bring them into line with Amphora's current rates and/or to include new services with their respective rates. In such case, the Customer must be notified in advance 1 month prior to the effective date of the new prices, by e-mail, in accordance with the provisions of Clause 7.

After 1 month from the notification of a change in the Prices of the Anexo III, Apéndice 1 (el “Precio”)If the Customer does not object in writing, signed by a person empowered to represent him/her in a public deed (members of the administrative body who are legal representatives, or attorneys-in-fact), sent by e-mail in accordance with the provisions of Clause 7, it shall be understood for all purposes that the Customer accepts the change in the Prices.

In the event of an objection submitted under the terms indicated in the previous paragraph, Amphora may cease to provide the Services, in accordance with the provisions of the Agreement.

In the event that the Price of the Services is not included in the Anexo III, Apéndice 1 (el “Precio”)If the project is to include special features or circumstances not initially foreseen, Amphora will prepare a separate quotation.

3.5. Form of payment for the Services

Payment of the Price for the Services shall be made in the manner set forth in the Agreement.

3.6. Product Weighing

It is expressly agreed that, for the purpose of determining the Price of the Services and/or any others, in case of doubt, the weighing of the Products carried out by the carrier shall prevail.

3.7. Cash on delivery

In the event that the shipment is made against cash on delivery, i.e. by means of the collection of the price of the Products by the carrier company at the time of delivery to the final recipient, Amphora will pay the Customer the amount actually received from the carrier company, deducting the Price of the services that Amphora has provided to the Customer up to that date. In the event of discrepancy between the amount actually received by the transport company and the Customer's expected payment, the Customer must deal with the incident directly with the transport company, without prejudice to Amphora's collaboration, in accordance with the terms set out below in the terms of liability.

In such case, a monthly settlement will be made of the amounts pending payment by the Client, deducting the amounts already paid in accordance with the provisions of this paragraph.

3.8. Consequences of any non-compliance

Failure or mere delay, in whole or in part, in the payment of invoices within the period indicated in the preceding paragraph, shall entitle Amphora to (i) temporarily suspend the provision of the Services; and/or (ii) terminate the Agreement and the business relationship with the Customer, in accordance with the provisions of the Agreement.

The Customer acknowledges and accepts these powers in favor of Amphora, which shall also imply, in the event of termination of the Agreement, the immediate enforceability of all outstanding amounts due, as well as late payment interest and collection management fees, if any, as provided for in this Clause.

The amounts of the invoices due and pending payment will automatically accrue (for which no notice will be necessary), a late payment interest equivalent to 1.5% per month from the date on which they were due, as well as the expenses derived from the collection management in which they are incurred will also be added, with a minimum of 40,00 €, which shall be added to the amount of the debt in any case and without the need for express request, the parties expressly submitting themselves to the provisions of Law 3/2004, of 29 December, which establishes measures to combat late payment in commercial transactions.

3.9. Lien on the Products

a) Concept. As security for amounts due to you under the Price of the Services and/or any other amounts that may be due to you (such as interest or collection costs); Amphora shall have a lien on all Customer Products in Amphora's warehouses or facilities (the "Amphora Products").Retained Products").

b) Incorporation and effects. The right of retention regulated in this Clause shall be automatically constituted from the moment the Client enters into default (for which no notice shall be necessary) or fails to comply with the General Conditions; without the need for any requirement whatsoever.

The right of retention shall extend to all Products of the Customer that Amphora deems convenient or necessary. In the absence of any indication to the contrary, the lien shall be deemed to extend to all Products in Amphora's warehouses or facilities. For clarification purposes, it is noted that the right of retention may extend to all of the Customer's Products in Amphora's warehouses or facilities, regardless of whether or not their value is greater than the amounts due for payment; without there having to be a balance between the two items.

While Amphora holds Retained Products in custody, the Price established for their storage, increased by 100.00 % (the "Price"), will accrue.Increased Storage Price").

In no event shall Amphora be liable for any damage or loss occurring on or through the fault of the Retained Products. In the event that the Retained Products are destroyed or lost, Amphora shall be subrogated to any indemnity payable by insurance companies, carriers or others.

c) Powers inherent to the lien. In the event of default or mere delay, in whole or in part, of invoices corresponding to the Price; and/or in the event of any other breach of contract by the Customer (not necessarily resolutory), in accordance with the right of retention, Amphora shall be entitled, at its discretion:

a) To retain the Retained Products in its warehouses or facilities, that is, not to transport them or carry out any of the acts inherent to their transportation.

b) Failure to provide Services with respect to the Retained Products.

c) Transfer the Retained Products to other Amphora's warehouses or facilities, in case it is necessary or convenient for its interests.

d) 2 months after Amphora has requested the Client to settle its debt and/or remedy its breach of contract, by e-mail sent in accordance with the provisions of Clause 7, Amphora may, at its discretion, choose between:

a. Maintain custody of the Retained Products, accruing the Increased Storage Price.

b. Destroy or recycle the Retained Products, and pass on to the Customer the costs incurred in doing so.

c. Sell or dispose of the Retained Products to any third party.

The destruction, recycling, sale or disposal of the Retained Products shall in no case prevent the Customer's obligation to pay the Price of the Services; with the sole exception that the amounts obtained from the eventual sale shall be applied to the Customer's debit balance.

d) Extinction. The lien shall terminate, and the Retained Products shall be released, when the Customer has paid all outstanding amounts (including the Price, the Increased Storage Price, interest on arrears, and any other items) and/or has cured all of its contractual defaults.

e) Regime. Principally, the lien established herein shall be governed by the provisions of these General Terms and Conditions, with the character of a binding contractual agreement between the parties under the principle of free will. Notwithstanding the foregoing, when with respect to the right of retention the requirements established for the pledge in articles 1866 and concordant articles of the Civil Code, or for the real right of retention in articles 569-3 and concordant articles of the Civil Code of Catalonia, or for other analogous figures, concur, the legally established regimes may be applied subsidiarily, with real efficacy.

3.10. Other assumptions for the application of the Increased Storage Price

The Increased Storage Price shall also apply in the event that, upon termination of the relationship between the Parties (whether by expiration of the term, termination for default, or otherwise), not all of Customer's Products are removed from Amphora's warehouses and facilities. In such case, the remaining Products shall be governed by the Retained Products regime, mutatis mutandis.

For clarification purposes, the Parties note that the provisions of the preceding paragraph shall apply in any case involving the failure to collect the Products from Amphora's warehouses when this was not within the framework of the provision of Services, and this without prejudice to the damages that could correspond to Amphora for the failure of the Customer.

3.11. Non-substitutive nature

It is expressly agreed that the penalties, sanctions and regime established in this Clause shall not replace the indemnities for damages that, if applicable, may correspond.

3.12. Liability regime

3.12.1. Amphora's Diligence

Amphora undertakes to use reasonable diligence in the provision of its Services, and shall be liable, within the limits established in the legislation in force and in these General Conditions, for damages resulting from the loss, breakdown, breakage or delay in the delivery of the Products, from the time of receipt at its warehouse, until delivery or making available to the carrier, for delivery to the final recipient.

3.12.2. Exclusions

a) Amphora shall not be liable for damages that have been caused by the actions of a third party such as, for example, a transport company; notwithstanding the fact that Amphora shall cooperate in the claim that the Client may decide to file against the third party in question, assigning the relevant actions, allowing the Client to subrogate Amphora's position for all purposes, managing the claim (if the Client so requests) and/or providing its support to that effect.

b) It is expressly agreed that Amphora shall not be liable for any damages that may derive from or be caused by:

(i) Any facts or acts that derive from actions of the Client, of anyone acting on behalf of the Client, or of third parties (regardless of whether or not they have been subcontracted by Amphora), such as the transport company or the final recipient.

(ii) Shrinkage arising from the very nature of the Products.

(iii) Hidden defects of the Products.

(iv) Defects in the package or in the packaging (when packaging services have not been contracted), due to insufficient or bad condition.

(v) The absence of Products or differences in the delivery tolerance, in the event that, exceptionally, the parties have agreed that the Review and Counting Services of the Products shall not be provided at the time of receipt.

For clarification purposes, it is noted that Amphora shall not be liable for any missing Products or differences in delivery tolerance even though the Product Review and Counting Services have been provided at the time of receipt if, in any subsequent Product receipts, the Customer has dispensed with the provision of this Service by Amphora.

(vi) The Products or the improper or incorrect use thereof by the final recipient, which shall be the responsibility of the Customer, unless the damage is due to: (i) poor preservation; (ii) errors in packaging, labeling or triaging (when such Services have been ordered from Amphora); or (iii) any anomaly attributable to the Services, in which case Amphora alone shall be liable provided that it is proven that it did not use due diligence in the provision of the Services.

(vii) Those events or situations beyond its control, causes of force majeure or fortuitous event. Without limitation, it is expressly agreed that the following cases, among others, shall be considered force majeure or fortuitous event: strikes, events or situations derived from inclement weather of any kind, war and/or terrorism, insurrection or popular uprising (general or sectoral strikes, labor conflicts, etc.), epidemic or pandemic situations, or any other cause that Amphora could not have foreseen or avoided through the application of reasonable diligence.

(viii) Any delays in connection with the provision of any of the Services, including delivery or transportation, of less than 72 hours.

c) Additionally, it is expressly agreed that Amphora shall not be liable for:

(i) Indirect damages, lost profits, loss of profit, moral or reputational damages, or any kind of punitive damages, whether actual or potential.

(ii) Damages related to an alleged frustration of expectations or an alleged excessive price.

(iii) Damages that are contingent or not susceptible to quantification.

(iv) Damages that are recoverable under insurance policies that may be claimed from any third party liable for such damages.

(v) Damages attributable to any act (including business decisions), omission, transaction, agreement or submission of any form, printout or writing made at the request of, or with the approval or consent (express or implied) of the Client.

(vi) Damages that are remedied by Amphora to the reasonable satisfaction of the Customer. In this regard, Customer agrees to use its best efforts to facilitate Amphora's ability to remedy any damage. Such best efforts shall include providing the same access to Amphora personnel at the Customer's premises or wherever necessary. Without limiting the foregoing, no damage shall be deemed to be compensable damage to the extent that the Customer has not used its best efforts to mitigate the extent and magnitude of the damage caused.

d) In no case may claims be made to Amphora outside the time limits set forth in Law 15/2009, of November 11, 2009, on the Contract of Carriage of Goods by Land, or in the applicable International Agreements, as the case may be.

e) In the event that the liability derives from events or acts occurring during the execution of the transportation of the Products, in no case shall Amphora's liability exceed that which must be assumed by the transportation companies (according to their terms), in any of their modalities (land or air); and this without prejudice to the fact that in such cases the Client must take action against the transportation companies for compensation for any damages that it may have suffered.

In the event that the Products are destroyed or lost, Amphora shall be subrogated to the indemnities paid by insurance companies, carriers or others.

3.12.3. Quantitative limitation

In the event that Amphora is liable for damages caused during the provision of the Services, the compensation to which the Customer is entitled in accordance with the applicable legal and contractual regime shall have a maximum limit of 99.00 % of the "Replacement Cost" of the Products (corresponding to the 1,00 % excluded as an error tolerance in the provision of the Services), which shall be as agreed by the Parties and, failing this, shall correspond to 50.00 % of the Retail Price of the Products declared by the Customer at the time of their entry into Amphora's warehouses.

3.13. Representations and warranties

Amphora represents and warrants that:

a) With the exception of the cases contemplated in these General Conditions, Amphora shall keep the Products in good conditions of conservation, complying with the specifications of each manufacturer, which shall have been expressly communicated by the Customer.

b) It has contracted an insurance policy that covers the eventual damages that may arise from the defective provision of the Services.

c) Amphora may not, under any circumstances, use the Customer's Products in storage, and their handling shall be limited to the Customer's instructions; unless the provisions of Clause 3.9 and concordant provisions apply.

d) If Packaging Services are contracted, the Products shall be shipped with appropriate packaging, according to market standards, so that they are protected during the whole process, including transportation.

The Customer represents and warrants that:

a) The Client is the sole owner of the Products that are the object of the Services, and has the licenses, permits, administrative authorizations and certifications legally required for their commercialization.

b) The Client is aware and accepts that Amphora may subcontract all or part of the Services.

c) The Client is aware that the delivery times provided or communicated in relation to any of the Services, whether on the Platform or otherwise, are approximate and approximate, and do not depend exclusively on Amphora.

4. CONDITIONS OF USE OF THE PLATFORM

The contracting, management and monitoring of the provision of the Services is carried out through a virtual platform exclusively owned by Amphora (the "Platform"), which the Client may access remotely from their own computer equipment through the Amphora website: https://amphoralogistics.com.

For the purposes of these General Terms and Conditions, the Customer shall also be referred to as the "User", at the time he/she has successfully registered on the Platform.

4.1. Acceptance of General Terms and Conditions

The User may only make use of the Platform and, therefore, contract the Amphora Services, if (i) he/she subscribes to the Agreement and these Terms and Conditions; and (ii) accepts all the terms and conditions of these Terms and Conditions by clicking on the "I accept" button displayed as part of the Platform access process. In the event that the User does not agree to the terms of these Terms of Use, the User may not use the Platform.

The User shall bear any costs, including Internet connection or other similar expenses, incurred in accessing the Platform.

4.2. User Registration

It is an essential requirement to access the Platform and, therefore, to subscribe to the services offered by Amphora, to register as a User by filling out the Registration Form found on the website https://amphoralogistics.com in the "Register User" section in the upper right corner of the main page of the website.

Registration must be done manually or through the User's Google account, if applicable, and is free of charge.

The Registration Form will request from the Client: (i) name and surname of the representative person; (ii) Amphora for which the Client operates, if applicable; (iii) an e-mail address designated by the Client and which will be used to access the Platform; and (iv) a password, which will be the Client's access key to the Platform.

Once the Registration Form has been completed, the Customer will receive an e-mail from Amphora to the e-mail address designated by the Customer, with a link that will serve to validate the registration on the Platform, which is essential to complete the registration as a User.

The Client shall ensure that the persons authorized to use the Platform scrupulously comply with the provisions of these General Terms and Conditions, and shall be liable to Amphora for the consequences that may arise from the breaches that may be incurred by such persons, regardless of whether or not there has been willful misconduct or fault of the Client.

4.3. Access to Services

Once the Client has registered as a User, he/she will be able to access the contracting of the Services, under the conditions established in these General Conditions, without prejudice that Amphora may establish specific requirements for the contracting of some of the Services.

The access codes to the Services offered by Amphora are strictly confidential, and the User shall be responsible for their safekeeping and commits to adopt all necessary measures to prevent unauthorized knowledge or use of them by third parties.

The User exempts Amphora from any liability that may be required for the unauthorized or fraudulent use of the access codes, with the sole exception that such unauthorized or fraudulent use has been directly and expressly caused by Amphora.

Shall be deemed to have been made by the User signatures of the latter in the operations carried out through the Platform, being considered valid all documents signed by the User. The Client and User will have access at all times to the contracted Services and their billing, through the "Billing" or "Billing" section of the User's space on the Platform, which will appear as a drop-down to the left of the User's space, as well as access to those Services that are in progress through the "Inventory" or "Inventory" section, which will be updated as the Services are provided by Amphora.

Access to the Platform will allow the User to synchronize its e-commerce platform with the Platform, following the instructions relating to (i) the synchronization and addition of Products; (ii) the shipment of inventory to the warehouse owned by Amphora, if applicable; and (iii) the management of shipments of Products.

4.4. Upgrades

Amphora may, either at the request of the Client or unilaterally, make updates and adaptations to the Platform for its correct execution and operation, in accordance with the object of the Agreement and during its term, without passing on additional costs to the Client. The foregoing implies that Amphora may, for example, modify, at any time and without prior notice to the Client, the presentation and configuration of the Platform. If applicable, the extension of functionalities will imply an increase in the Price of the Platform use assignment, in the terms that are expressly agreed upon in such case. Failure to agree on such price increase will result in the termination of the Agreement.

4.5. Intellectual Property. Prohibitions. Industrial property.

4.5.1.Manifestation of ownership

Amphora represents and warrants, for all appropriate purposes, that it is the legitimate owner of the Platform and that, as such, it is authorized to assign its use to the Client.

4.5.2. Prohibitions

a) The assignment of use granted in this Agreement does not imply in any case an authorization for the commercialization or distribution of the Platform or of the rights granted to the Client.

During the term of the Agreement, the Platform shall remain under the exclusive ownership of Amphora, so that the Client may not carry out any action in relation to the Platform other than that regulated in this Agreement, including, but not limited to, marketing, licensing, assigning, leasing, lending, donating, making accessible to third parties - other than Authorized Users - in whole or in part, using reverse engineering techniques and decompiling, changing, modifying, implementing the Platform. The Customer shall be jointly and severally liable for any damages that may be incurred by Amphora as a result of the breach of the provisions of this paragraph by its personnel.

b) The creation of derivative works of the Platform is expressly prohibited. Consequently, the Client expressly agrees not to modify or alter the Platform in any way, not even to adapt it to its needs. Any necessary adaptation must be requested and authorized by Amphora, who may at its discretion decide whether or not to do so. In any case, the adaptations will be carried out by Amphora and will be for the benefit of Amphora.

c) The Platform may only be used by the Client, its personnel in charge and Authorized Users; in strict compliance with the confidentiality obligations established in Clause 5. For the purposes of this Agreement, personnel in charge of the Client shall be understood as its administrators, directors, executives and dependent employees.

d) It is forbidden, in general, to carry out any acts that may entail an infringement of Amphora's intellectual property rights or that exceed the content of the right of use granted by this Agreement.

e) The Customer shall promptly and effectively inform Amphora of any infringement or suspected infringement of Amphora's intellectual property rights of which the Customer could or should become aware by exercising due diligence.

4.5.3. Industrial Property

The Client authorizes Amphora to use its trade name and/or brand, within the framework of the provision of the contracted Services, and for the purposes of their achievement. The Client and Amphora authorize each other to advertise the existence of their contractual relationship by publishing the trade name and/or logo of the other party on their respective websites, and may include links to their respective websites as a commercial advertisement.

4.6. No warranties, limitation of liability

4.6.1.Absence of warranties

The Platform is made available to the Client "as is". Thus, except as provided in Clause 4.5.1, the transfer of use of the Platform is made without warranties of any kind, express or implied, including fitness for the Client's purposes or expectations. Consequently, the Customer shall be solely and exclusively responsible for the inadequacy or unsuitability of the Platform for the management of its business logistics, and shall hold Amphora completely harmless from any consequences that may arise as a result of such inadequacy or unsuitability, including, but not limited to, the profit that the Customer may fail to obtain as a result of the inadequacy of the Platform to its expectations.

For clarification purposes, Amphora shall in no case be liable for errors or malfunctions of the Platform caused by, or associated with, actions of the Client, Authorized Users and/or their personnel, or elements external to the source code of the Platform.

4.6.2. Limitation of liability

Amphora's total liability for damages that the Customer may incur as a result of Amphora's breach of the provisions of this Agreement with respect to the transfer of use of the Platform may not exceed the amount of the Price paid by the Customer during the last two months immediately preceding the wilful or grossly negligent act or omission of Amphora that gave rise to the damage. If the wilful or grossly negligent act or omission of Amphora that gave rise to the damage occurred before three months of the Agreement had elapsed, the information available at the time shall be taken as a reference, and a quarterly average shall be taken.

For clarification purposes it is noted that Amphora is not an advisor, nor does it provide advice of any kind in terms of business operations and/or logistics of any kind, so that the Client will be solely and exclusively responsible for the consequences that may arise from the management of its business through the Platform. The indications that Amphora may provide to the Client in relation to the use of the Platform shall not entail, nor in any case may it be understood that they entail, advice of any kind, and especially in matters of compliance with tax, customs, or any other type of obligations of the Client, for whose compliance the Client shall be exclusively responsible.

4.7. Suspension or revocation of User status

In the event that Amphora considers that the Customer is in breach of all or part of the Agreement or these General Terms and Conditions, Amphora may suspend the Customer's access to the EMS and/or revoke the Customer's user without prior notice to the Customer and without any liability for Amphora.

Amphora may use any operational, technological, legal or other method available to enforce the terms of use of the EMS, including, without limitation, blocking IP addresses.

5. CONFIDENTIALITY

The parties recognize a mutual duty of secrecy and confidentiality in relation to that information originating from or belonging only to the knowledge of one of the parties, which is generally not available to third parties, regarding any aspect of the technical, commercial, financial or other activities and operations of the other party, its partners, its subsidiaries or associated companies, or its customers and suppliers, as well as that relating to its industrial and/or intellectual property rights, its designs and functionalities, its industrial and business secrets, which they may disclose or have access to as a consequence of the signing and execution of the Agreement.

6. PROTECTION OF PERSONAL DATA

6.1. Compliance with regulations

The parties undertake to comply with the applicable regulations on the protection of personal data, undertaking to process the personal data obtained during the term of this Agreement in accordance with such regulations.

6.2. Personal data of contracting parties

By signing this Agreement, the parties consent that their personal data collected in this Agreement, as well as those that may be collected in the future in order to comply with the Agreement, are incorporated by the other party to its own file, automated or not, for data collection in order to properly execute the contractual relationship. Such personal data will not be communicated in any case to third parties, without the consent of the party who is the owner of such personal data. Notwithstanding the foregoing, the parties may exercise without limitation the rights of access, rectification, deletion, limitation of processing, portability or opposition.

6.3. Other personal data

With respect to the personal data to which the parties may have access as a result of the execution of this Agreement, these shall be the exclusive property of the party in question and shall be understood to have been provided voluntarily, and shall only be used for the purpose of executing the Agreement, and the parties undertake not to apply or use them for purposes other than those agreed and not to communicate them to other persons, not even for the purposes of conservation. The parties undertake that the processing of personal data to which they have access due to the execution of this Agreement will be carried out maintaining the strictest professional secrecy and absolute confidentiality of such data, as well as diligently comply with the duty of care and custody imposed on them by the General Data Protection Regulation and the Organic Law on Data Protection.

The parties undertake to adopt the necessary technical and/or organizational measures to protect the personal data to which they have access and to prevent their alteration, loss, processing and unauthorized access, in accordance with the General Data Protection Regulation and the Organic Law on Data Protection and its complementary rules.

6.4. Exercise of rights

Interested parties may exercise their rights of access, rectification, deletion, opposition, limitation of processing and portability, where applicable, with respect to the processing for which the Company is responsible, by writing to the e-mail address: info@amphoralogistics.comand proof of identity.

7. MISCELLANEOUS

a) Communications between the parties. All communications between Amphora and the Client regarding the General Conditions shall be in writing.

In the absence of an express agreement in the Agreement, the parties agree that Amphora shall contact the Customer through the e-mail address provided for the creation of its account on the Platform (administrator account). Likewise, the Client shall contact Amphora at the following e-mail address info@amphoralogistics.com.

In the event that the Customer ceases to use the e-mail address provided, he/she must inform Amphora immediately and expressly state that Amphora acknowledges receipt of the change. Otherwise, regardless of whether or not use has ceased, communications sent by Amphora to the original e-mail address will have all the necessary effects.

b) Essential deadlines. The payment deadlines set forth in these General Terms and Conditions, or arising from the provisions of these General Terms and Conditions, are essential, and must be complied with without grace periods, so that the Customer shall be deemed to be in serious default and in breach of contract at the time of maturity of the payment obligation, without the need for any interpellation or intimation whatsoever.

c) Partial nullity. If any of the Clauses of these General Conditions is or becomes null, illegal or ineffective, the validity, legality and effectiveness of the remaining Clauses shall not be affected. In such a case, the parties shall negotiate in good faith the new terms of the null, illegal or ineffective Clause in such a way that its effects are as similar as possible to the null, illegal or ineffective stipulations.

d) Submission to jurisdiction. In the event that the Customer is domiciled outside Spain, the parties agree to submit any dispute related to the Agreement and these General Conditions to the Courts and Tribunals of the city of Barcelona (Spain), exclusively.

e) Applicable legislation. The Agreement and these General Conditions are governed by Spanish Law.

f) Access to the Amazon Seller ApplicationAmazon Seller integration app is available free of charge to all customers using Amphora's logistics services. There is no additional cost for accessing the app. Should additional fees or changes to access be introduced in the future, users will be duly informed through the website and relevant channels. If you are not yet an Amphora customer, you can request a quote directly with our development team.