General Terms and Conditions for Logistics Services
GENERAL TERMS AND CONDITIONS OF THE LOGISTICS SERVICES
Version dated 1 April 2026
1. SCOPE OF APPLICATION
These General Terms and Conditions of the Logistics Services (the "General Terms and Conditions") shall apply to all logistics services provided by "AMPHORA OPERATIONS, S.L.U.", with registered office at Travessera de Gràcia No. 58, 1st floor, 1st door, 08006 Barcelona, and tax identification number B-22961916 (the "Services" and "Amphora", respectively), to any company that engages such logistics services (the "Client").
The General Terms and Conditions govern the provision of the Services by Amphora, whether directly or through subcontracted third parties, and must be expressly accepted by the Client by entering into an Accession Agreement to these General Terms and Conditions (the "Agreement"), which shall also include the Specific Terms applicable to each Client.
The General Terms and Conditions applicable to each Client shall be those in force on the date of execution of the Agreement or, where applicable, those subsequently amended in accordance with the procedure set out in the Agreement.
These General Terms and Conditions shall in all cases prevail over any terms or general conditions of the Client or any prior commercial agreement.
2. LOGISTICS SERVICES
2.1. References
Pursuant to the Agreement and these General Terms and Conditions, Amphora shall provide the Client with the Services listed in this Clause 2, under the conditions referred to in Clause 3, when requested through the Platform in accordance with Clause 4.
In addition to the Services detailed in this Clause 2, Amphora may provide the Client with additional services, which shall be subject to a separate agreement and quotation.
2.2. Receipt and storage of the Products
The Services provided by Amphora include receipt and storage services for the Products at Amphora's warehouse, which may include the following activities:
(i) Unloading the Products from the vehicles of the carrier.
The Client is responsible for the proper packaging and preparation of the Products so that they can withstand the normal carriage, unloading, storage and handling conditions inherent to the logistics chain. The Client shall be liable for any damage, loss or cost arising from insufficient, defective or inadequate packaging.
(ii) Physical receipt of the Products at Amphora's warehouse.
For these purposes, the Products must be delivered in boxes and/or on pallets correctly labelled with Amphora's QR code. Otherwise, the surcharges provided for in the Agreement shall apply, and Amphora shall not assume any liability for delays, registration errors or incidents arising from the lack of labelling.
Physical receipt of the Products shall not in any case imply validation of quantities, units, condition, quality or correspondence with the delivery note or the information declared by the Client.
(iii) Preliminary verification and registration of the Products on the Platform.
After receipt of the Products, Amphora shall carry out an operational preliminary verification of the Products for the purpose of registering them on the Platform.
Such verification shall consist of an external, general and random visual verification of the apparent correspondence between the Products received and the information provided by the Client (identification, references and declared quantities), for the purpose of registering them on the Platform.
This verification shall not in any case constitute a full stock verification or count, nor an individual verification of units, quantities, quality or condition of the Products.
The performance of the preliminary verification shall not in any case imply that Amphora assumes any liability for possible inventory discrepancies or mismatches between the Products actually delivered and those declared by the Client.
The performance of a full count or inspection shall be deemed an additional billable service in accordance with the rates set out in the Agreement.
(iv) Verification and count of the Products at the time of receipt.
This is an additional service separate from the preliminary verification, consisting of the individual verification of the units of Product received, to the extent contracted by the Client.
This service shall only be provided where expressly contracted in advance by the Client, except in those cases where, due to the configuration of the Products, it is objectively necessary for the correct identification and management of the inventory, in which case it shall be mandatory.
Where the verification and count service has not been contracted, Amphora shall not assume any liability for any inventory discrepancies or discrepancies in quantities, quality or condition of the Products, whether present or future, related to such inbound delivery.
Where the verification and count service has been provided, Amphora's liability for any discrepancies shall be limited to the scope of the count actually carried out and subject to the operational tolerance margin agreed in the Agreement.
The result of the verification and count carried out by Amphora shall prevail, where applicable, over any information or inventory provided by the Client.
Amphora recommends contracting the Product inspection and count service for inbound deliveries of Products, in order to establish a reliable inventory baseline and minimise possible future discrepancies.
(v) Safekeeping, custody and storage of the Products received on shelves, aisles, pallets or other spaces suitable for storing the Products in the warehouses.
Where the Products must be stored on pallets or shelves, only a single Product reference may be stored in each pallet location or on each shelf.
Notwithstanding the foregoing, where the volume of a single reference so requires, Amphora may allocate several locations to the same reference or store it in pallet format, at its sole logistical discretion, without this implying any amendment to the applicable pricing regime.
2.3. Handling of the Products
The Services provided by Amphora include handling services for the Products, which may include the following actions:
(i) Handling of the Products in accordance with the specifications sent in writing by the Client (including, among others, placing products inside a container or packaging, sorting, loading and unloading the Products, etc.).
(ii) Preparation of kits (or kitting), that is, the creation of packages or kits resulting from the grouping and/or assembly of individual references or Products, in accordance with the specifications sent in writing by the Client.
2.4. Order preparation and shipment
The Services provided by Amphora include order preparation services, which may include the following actions:
(i) Receipt of order instructions from the Client through the Platform.
(ii) Picking of Product units, in accordance with the specifications sent in writing by the Client, that is, selecting the Product from the warehouse location where it is stored for the preparation of the relevant orders.
Each Product must have an individual, legible barcode correctly associated with the corresponding Product SKU on the Platform, allowing its unequivocal identification during the order preparation processes (picking).
Amphora shall not be liable for order preparation errors or for any stock or inventory discrepancies where such errors or discrepancies arise, directly or indirectly, from the absence, illegibility, incorrect association or defect in the barcodes of the Products provided by the Client.
(iii) Packaging or packing of the Products in a suitable presentation container or packaging material, so as to ensure their protection during storage and/or subsequent transport.
This also includes actions such as wrapping the Product, removing packaging, inserting information (such as coupons, catalogues, etc.) inside the container or packaging, as well as adding any necessary labels or stickers to the Product, container or packaging.
Amphora shall use the packaging material provided by the Client. Failing this, Amphora shall use the packaging material available to it (which is available in three standard sizes), passing the cost on to the Client. The packaging dimensions provided by Amphora are indicative and may present slight variations, without this giving rise to any claim by the Client.
If it is necessary to insert protective elements into the packaging (such as kraft paper or bubble wrap), the cost shall also be passed on to the Client.
(iv) Labelling of the Products with the label provided by the relevant carrier.
(v) Transfer of the Products to a shipping point to facilitate their loading by the carrier.
(vi) Custody of the Products until their collection by the carrier.
(vii) Shipment of the Products to the end recipient. For these purposes, the Product shall be deemed delivered to the end recipient when the carrier confirms delivery through the usual proof-of-delivery systems customarily used in the sector (including the "Delivered" status in its system, signature, electronic record, delivery photograph or any other equivalent means).
2.5. Management of exchanges and returns
The Services provided by Amphora include management services for exchanges and returns of Products, in accordance with the exchange and returns policy indicated by the Client on the Platform and under the Client's control, which may include the following activities:
(i) Management of the collection of exchanged and/or returned Products from the end recipient to Amphora's warehouse, once the Client has approved the relevant exchange and/or return through the Platform.
By default, exchanged and/or returned Products whose management is entrusted to Amphora shall be returned to their outbound warehouse. At the Client's express request, they may also be returned to the Client's facilities.
(ii) Receipt of the exchanged and/or returned Products at Amphora's warehouse. For these purposes, receipt shall be deemed to have occurred only when the Products have been physically unloaded, checked and registered on Amphora's Platform.
(iii) Inspection of the exchanged and/or returned Products. In such case, Amphora shall inform the Client of the condition of the exchanged and/or returned Products.
(iv) Disposal or restocking of the exchanged and/or returned Products, in accordance with the exchange and returns policy indicated in writing by the Client.
This may include reconditioning of the Products in accordance with the specifications sent in writing by the Client in each case.
(v) If the end recipient has requested an exchange, which may be requested directly from Amphora through the Platform, Amphora shall manage the shipment of the new Product following the instructions provided by the Client through the Platform, including all related Services.
2.6. Intermediation in the carriage of the Products
The Services provided by Amphora include intermediation and coordination services with carriers for the carriage of the Products inherent to the provision of the Services, which may include the following activities:
(i) Collection of the Products from the facilities designated by the Client. As a general rule, the Client shall be responsible for and shall assume liability for the shipment of the Products subject to the Services, from the production factory or third-party warehouses to Amphora's warehouses.
(ii) Generation of shipping labels.
(iii) Management of orders and transport-related documentation.
(iv) Automatic incident management.
(v) Conveying to the carriers the Client's instructions relating to the carriage of the Products.
(vi) Coordination of claims against carriers, following the Client's instructions.
(vii) Coordination with carriers for the resolution of incidents occurring during carriage.
(viii) Sending automatic communications to the end recipient in order to minimise incidents.
(ix) Shipment and delivery of the Products to the end recipient.
(x) Management of collection of returns and exchanges of Products, where applicable.
Amphora shall enter into the necessary orders, contracts and instructions with the carriers to carry out the aforementioned activities, in its own name but for the benefit and on behalf of the Client.
Amphora acts solely as an intermediary in the contracting of carriage and, consequently, assumes no liability for damage, loss, delays, misplacement, failed deliveries or any other action attributable to the carrier.
Liability arising from the transport of the Products shall in all cases correspond to the carrier, and the compensation limits provided for in Law 15/2009, of 11 November, on Contracts for the Carriage of Goods by Road, and in Law 16/1987, of 30 July, on the Regulation of Land Transport (LOTT), or in the national or international regulations applicable in each case, shall apply.
In the event of an incident, breach or contingency involving a carrier, Amphora shall reasonably cooperate with the Client in managing the claim against the carrier. For this purpose, Amphora may assign to the Client the rights of action available to Amphora, or may allow the Client to step into the contractual position necessary to bring the claim. Such cooperation shall not imply any assumption of liability by Amphora or any guarantee as to the outcome of the claim.
Since carriers require claims to be submitted within specific time limits, it is the Client's responsibility to provide Amphora with all necessary documents in good time so that Amphora may cooperate in the management of the relevant claim.
The Client shall be solely responsible for being identified as the taxable person in all documentation associated with shipments of the Products and for providing complete, truthful and correct documentation and information necessary for the customs clearance of the Products, including their description, declared value, tariff classification and origin. The Client shall fully assume the consequences arising from any inaccuracy, omission or falsity in such information or documentation, holding Amphora harmless from and against any liability that may arise therefrom.
2.7. Cash on Delivery (COD) shipping service
The Services provided by Amphora include, among others, shipment services using the cash on delivery (COD) method, consisting of the collection by the carrier of the price of the Products at the time of delivery to the end recipient.
If this service is contracted and the shipment is made on a cash on delivery basis, Amphora shall pay the Client only the amounts actually received from the carrier as cash on delivery, without in any case assuming any obligation to guarantee, advance, insure or cover collection from the end recipient.
Amphora may automatically deduct from the amounts received through cash on delivery any due and payable amounts owed by the Client to Amphora for the provision of the Services up to that date.
In the event of a discrepancy between the amount actually received by the carrier and the Client's expected amount to be collected, the Client shall be solely responsible for managing the relevant claim against the carrier, without prejudice to the reasonable cooperation that Amphora may provide under the general regime applicable to incidents occurring during transport.
The settlement of amounts received through cash on delivery shall be carried out monthly, offsetting them, where applicable, against amounts pending payment by the Client, without altering the payment obligations under the terms set out in the Agreement.
3. CONDITIONS FOR THE PROVISION OF THE SERVICES
3.1. References
The Client may contract the Services and monitor their status through the Platform made available by Amphora.
3.2. Conditions for the provision of the Services
a) Autonomy. Amphora shall have full autonomy and independence for the direction, management, organisation and provision of the Services, as well as for directing, managing and organising the technical, human and material resources inherent to its activity, although it must follow the Client's instructions in the cases expressly provided for in these General Terms and Conditions.
In this regard, it is stated that Amphora shall have full autonomy to move the Products between Amphora's warehouses and facilities, whether for logistics, organisational or other needs, without any authorisation from or communication to the Client being required.
b) Subcontracting. Amphora may select and contract third parties for all or part of the Services, under the terms and conditions it deems appropriate at any time, without the Client's prior consent being required.
All subcontractors shall be considered independent agents of Amphora.
c) Opening hours. Amphora shall provide the Services on business days, from Monday to Friday, excluding public holidays at the location of Amphora's registered office, the place where the warehouse is located and the destination of the Products.
The operating hours and cut-off times applicable to the Services shall be communicated by Amphora to the Client and may vary depending on the warehouse and the carrier.
During periods of high commercial demand, Amphora may extend the timeframes for the provision of the Services where necessary, while undertaking in all cases to use its reasonable best efforts to ensure operational continuity.
d) Operational planning and Forecast. In order to ensure adequate planning of resources and operational capacity, the Client shall provide Amphora with an indicative forecast of the estimated volumes of inbound, outbound and handling of Products (the "Forecast").
The Forecast may be sent with the frequency and for the time horizon that the Client considers appropriate, and must be broken down at least by calendar weeks, without prejudice to the Client's ability to provide a greater level of detail.
The Client must keep the Forecast duly updated and notify any material deviation or relevant change from the forecast initially provided with at least one (1) month's notice.
However, in the case of campaigns, promotions or extraordinary activity peaks that may entail a significant increase in volume, the Client must notify Amphora with at least two (2) weeks' notice.
Amphora does not guarantee compliance with the service levels (SLA) where:
(i) the Client's actual volumes exceed the Forecast by more than fifteen per cent (15%);
(ii) the Client has not provided or updated the Forecast in accordance with this Clause; or
(iii) the Client has not notified relevant deviations or extraordinary campaigns within the required timeframe.
In such cases, the preparation, management or dispatch timeframes may be reasonably adjusted without giving rise to any right to penalty, compensation or indemnity in favour of the Client.
e) Stock control of the Products. The Client shall be responsible for controlling and periodically reviewing the stock of Products existing in Amphora's warehouse, to which information it shall have access through the Platform and, where applicable, shall also be responsible for replenishing such stock.
Amphora shall not be liable, in any case, for any damages or losses that may arise from a lack or shortage of stock of the Products.
f) Rejection of shipments. Amphora reserves the right at all times not to accept a shipment request in the following cases: (i) if it considers the content of the Products to be anomalous; (ii) if it considers the circumstances of the order to be unusual; or (iii) if it considers the packaging of the Products to be damaged or insufficient (in the latter case, provided that the packaging Services have not been entrusted to Amphora).
If, after being warned, the Client persists in its intention to carry out the shipment, Amphora shall be released from any liability in relation to such shipment and may note its reservation in the transport handover document.
3.3. Products eligible for the provision of the
Services
The Products in respect of which the Services may be contracted must be finished items or items that are easy to assemble, and may not be:
a. Packages with a gross weight exceeding 40 kg or exceeding 40 volumetric kg, unless expressly agreed in writing between the Client and Amphora, which may also be reflected in the price of the Service.
b. Products considered illegal.
c. Flammable or combustible products.
d. Products requiring difficult handling.
e. Prohibited products.
f. Dangerous products.
Dangerous products shall include, by way of example and without limitation, 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 Code (IMDG), 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 transport or any other service related to dangerous goods.
Notwithstanding the foregoing, Amphora may accept Products falling within the categories listed in the preceding subparagraphs, except those under subparagraphs b) and e), provided that the Parties have agreed so beforehand in writing, but Amphora reserves the right to prepare a quotation with prices different from those provided for in the Agreement, taking into account, among other factors, the hazardous, burdensome and/or toxic nature of the Products handled. In this case, the Client must specify the hazardousness, toxicity or specific circumstance on the packaging, packing materials or identifying elements of the Products.
The Client shall be solely responsible for fully and truthfully declaring any dangerous goods or goods subject to special regulations, as well as for providing all documentation and information necessary for the correct customs clearance of the Products.
If the Client introduces Products from the categories listed in the preceding subparagraphs without Amphora's express written authorisation, or incorrectly declared Products, the Client shall fully assume all resulting liabilities, damages, penalties, costs and claims, including those of third parties and authorities, holding Amphora harmless against any claim or liability of any nature.
The Client undertakes to comply with all laws, regulations and policies applicable in relation to the Products, including but not limited to safety, customs and international trade laws, and to indemnify Amphora against any claim, cost or penalty arising from its breach.
The Client must check and verify the correct condition of the Products before delivering them to Amphora, and must also provide an inventory of the relevant Products, detailing their quantities and their "Retail Sale Price" at the time of their entry into Amphora's warehouses.
Products that do not comply with this Clause shall be returned by Amphora to the Client, or made available to the Client at Amphora's facilities, without the Client being entitled to obtain a refund of the amount paid for the contracted Services, which cannot be carried out.
Until the Products are removed from Amphora's facilities, the Increased Storage Price shall acrcrue in respect of them and the regime applicable to Retained Products shall apply mutatis mutandis, as such terms are defined below.
3.4. Rejection of defective Products or Products in
poor condition
If the Products received are broken, dirty, damaged, used, incomplete, expired or in any other condition that makes them unsuitable for ordinary storage or commercialisation, Amphora shall not assume any liability for them, even if they have been physically received at Amphora's warehouses.
In such cases, Amphora may, at its discretion:
(i) reject the goods;
(ii) return them to the Client; or
(iii) make them available for collection within the period
indicated.
All costs arising from such actions shall be borne exclusively by the Client.
From the moment such Products are made available to the Client for removal, and until their actual removal from Amphora's facilities, the applicable ordinary storage costs shall accrue. Once the removal period indicated by Amphora has elapsed without the Client having removed them, the Increased Storage Price shall apply.
3.5. Price of the Services
The price of the Services (the "Price") shall be determined in accordance with the regime and conditions set out in the Agreement.
3.5.1. Determination of weight and volume for pricing purposes
It is expressly agreed that, for the purpose of determining the Price of the Services and/or for any other purposes, in the event of doubt the weighing of the Products carried out by the carrier shall prevail.
To determine the weight applicable to the invoicing of the transport service, the conversion factor (dimensional weight) shall be used according to the following values:
Domestic Shipments: 167 kg / m3 International Shipments: 200 kg / m3
The volumetric weight shall be calculated using the following formula:
(Length x Width x Height in metres) x Conversion Factor
For example, a package with dimensions of 0.30 m x 0.30 m x 0.30 m shall be calculated as follows for a Domestic Shipment:
(0.30 m x 0.30 m x 0.30 m) x 167 = 4.509 kg
For the invoicing of the transport service, the carrier shall apply the higher value between the actual weight and the volumetric weight of the package:
• If the actual weight (kg) of the package is greater than the calculated volumetric weight, invoicing shall be based on the actual weight.
• If the volumetric weight is greater than the actual weight, the volumetric weight shall be applied for invoicing purposes.
This methodology ensures fair pricing based on the space occupied and the weight transported.
3.6. Method of payment of the Price
As a general policy, payment of the Price shall be made by direct debit through a SEPA or SEPA B2B (Single Euro Payments Area) mandate, in accordance with the terms set out in this Clause.
The Client undertakes to complete and sign the SEPA mandate to authorise Amphora to collect the amounts corresponding to invoices issued under these General Terms and Conditions and/or the Agreement by charging the bank account indicated by the Client in such mandate.
The Client must complete the SEPA mandate with full and accurate bank details and deliver the signed mandate to Amphora.
The Client authorises Amphora to collect payments from the bank account indicated by the Client in the SEPA mandate, in accordance with the invoices issued and within the timeframes set out in these General Terms and Conditions and in the Agreement.
If the Client wishes to modify the bank details related to the SEPA mandate, it must notify Amphora at least fifteen (15) calendar days before the next payment date by updating the SEPA mandate.
Payment shall be processed through the SEPA mandate on the due date stated on each invoice, which shall be in accordance with these General Terms and Conditions and the Agreement. If there is a non-payment or rejection of payment by the Client's bank, the Client shall be responsible for the additional costs arising from the non-payment, including, among others, bank return fees and any late payment interest accrued as provided in these General Terms and Conditions and in the Agreement.
The SEPA mandate shall remain in force for the duration of the Agreement.
3.7. General payment terms
All payments must be made in the currency and within the timeframes stated in the relevant invoice. The Client must provide proof of payment to Amphora if Amphora so requires for validation of the transaction.
Invoices must be paid in full on their due date, regardless of the existence of operational, logistics, transport or any other type of incidents.
The Client has a maximum period of thirty (30) calendar days from the date of receipt of the invoice to raise objections to it. Once this period has elapsed, the invoice shall be deemed accepted for all purposes, and no claims, retroactive reviews or adjustments relating to previous billing periods shall be accepted.
Objections must be sent exclusively in writing to the following email address: administracion@amphoralogistics.com.
Any communication submitted through any other channel shall not be addressed and shall have no effect.
Any claim or objection to an invoice issued by Amphora shall not release the Client from the obligation to pay it on its due date. Under no circumstances may the Client withhold, offset, reduce or condition payment of an invoice due to the existence of incidents, claims or discrepancies.
Any adjustment, offset or indemnity which, where applicable, must be applied in favour of the Client shall be implemented exclusively through the issuance of a credit note, once the incident has been analysed and finally resolved by Amphora. Such credit note shall be offset against the next invoice due or to be issued, and in no case shall direct reimbursement of amounts already paid be applicable.
3.8. Consequences of payment default
3.8.1. Definition of payment default
The Client shall be deemed to have incurred a payment default from the moment an invoice has reached its due date and Amphora has not received the corresponding amount in its bank account, or where the payment has been rejected, returned or not honoured by the Client's financial institution.
The absence of confirmation of payment by Amphora's financial institution shall be sufficient evidence of the Client's payment default.
3.8.2. Notices and payment demands
In the event of payment default by the Client, Amphora shall send the following notices and payment demands, in accordance with the following indicative deadlines:
• Two (2) calendar days after the due date without payment having been received: Amphora shall send a first communication demanding payment and informing the Client of the consequences of default.
• One (1) week after the due date without payment having been received: Amphora shall send a second communication again demanding payment and informing the Client of the application of late payment interest in accordance with the General Terms and Conditions, accrued from the due date of the unpaid invoice.
• Two (2) weeks after the due date without payment having been received: Amphora shall send a third communication again demanding payment and informing the Client of the updated amount of late payment interest accrued up to that time.
• Three (3) weeks after the due date without payment having been received: Amphora shall send a fourth communication informing the Client that, if the Client does not fully settle the debt within seven (7) calendar days, Amphora shall proceed with the Operational Suspension.
Together with such communication, Amphora shall inform the Client of the updated amount of late payment interest accrued up to that time.
• Four (4) weeks after the due date without payment having been received: Amphora shall inform the Client of the immediate Operational Suspension, which shall remain in place until full payment of all due and payable amounts, including, where applicable, accrued late payment interest.
3.8.3. Late payment interest
Due and payable amounts that have not been paid on the due date shall automatically accrue, without prior demand being required, late payment interest of one point five per cent (1.5%) per month from the due date until effective payment of the entire debt.
In addition, the costs arising from collection management incurred by Amphora for recovery of the debt shall accrue in all cases, with a minimum amount of EUR 40.00, which shall be automatically added to the amount owed.
3.8.4. Operational Suspension
Once thirty (30) calendar days have elapsed from the due date of an invoice without payment having been made in full, Amphora may suspend all or part of the provision of the Services (the "Operational Suspension") until the Client has paid all amounts owed, including the Price of the Services and/or any other amounts payable to Amphora (such as late payment interest or collection management costs).
The Operational Suspension shall not constitute a contractual breach by Amphora, nor shall it give the Client any right to compensation, indemnity or claim, and shall remain in force until the debt has been settled in full.
During the Operational Suspension:
• The Client shall remain fully liable for payment of the accrued Price of the Services.
• The Client shall assume all risks and costs arising from the Operational Suspension, including, without limitation, delivery delays, contractual penalties vis-à-vis third parties, loss of perishable or sensitive Products, and breaches towards its own clients.
• The applicable service levels (SLA) shall be automatically suspended.
It is expressly agreed that neither the Operational Suspension nor the termination of the Agreement shall release the Client from its obligation to pay all amounts that would have accrued during the remaining term of the Agreement.
Amphora may retain and keep at its facilities or warehouses all Products and goods of the Client under its custody until the debt has been settled in full, in accordance with Clause 3.9.
Amphora shall not be liable for any damage, loss, loss of profit, loss of opportunity or contractual penalty that the Client may suffer as a direct or indirect consequence of the Operational Suspension.
If non-payment of any amount owed extends for a period of more than thirty (30) calendar days from the due date, or if the Client incurs delays of more than fifteen (15) calendar days in two (2) or more invoices within a twelve (12)-month period, Amphora may, at its sole discretion:
a. Maintain the Operational Suspension until full payment of the amounts owed (principal, interest and costs); or
b. Terminate the Agreement by operation of law with immediate effect, without prejudice to its right to claim all amounts owed (principal plus interest and costs), plus any applicable damages.
3.8.5. Amphora's rights in the event of repeated payment defaults
In addition, if the Client has been notified of two (2) or more payment defaults, Amphora shall be entitled to:
(i) Require the Client to set up mandatory direct debit payments through a SEPA B2B mandate as a condition for the continued provision of the Services.
(ii) Finance, insure or assign the Client's future invoices, in whole or in part, through factoring, credit insurance or other financial mechanisms, and pass on in full to the Client any financial costs, commissions or expenses arising therefrom.
3.9. Right of retention over the Products
a) Concept. Without prejudice to Clause 3.8, as security for the amounts owed to it by virtue of the Price of the Services and/or any other amounts payable to Amphora (such as interest or collection management costs), Amphora shall hold a right of retention over all of the Client's Products located in Amphora's warehouses or facilities (the "Retained Products").
b) Creation and effects. The right of retention regulated in this Clause shall arise automatically from the moment the Client is in default (for which no demand shall be necessary) or breaches the General Terms and Conditions, without any prior demand being required.
The right of retention shall extend to all Products of the Client that Amphora considers appropriate or necessary. In the absence of any indication to the contrary, the right of retention shall be deemed to extend to all Products located in Amphora's warehouses or facilities. For clarification purposes, it is stated that the right of retention may extend to all of the Client's Products, regardless of whether their value exceeds the outstanding amounts payable, and no proportionality between both amounts shall be required.
While Amphora has custody of Retained Products, the price established for their storage shall accrue, increased by 100.00% (the "Increased Storage Price").
Under no circumstances shall Amphora be liable for damage or loss suffered by, or caused by, the Retained Products. If the Retained Products are destroyed or lost, Amphora shall be subrogated to any compensation paid by insurance companies, carriers or others.
c) Powers inherent to the right of retention. In the event of default or mere delay, total or partial, in payment of invoices corresponding to the Price, and/or the occurrence of any other contractual breach by the Client (not necessarily giving rise to termination), pursuant to the right of retention Amphora shall be entitled, at its discretion, to:
(i) Retain the Retained Products in its warehouses or facilities, that is, not transport them or carry out any acts inherent to their transport.
(ii) Refrain from providing Services in respect of the Retained Products.
(iii) Move the Retained Products to other warehouses or facilities of Amphora, if necessary or convenient for its interests.
(iv) Once two (2) months have elapsed since the Client was required to settle its debt and/or remedy its contractual breach without the Client having done so, Amphora, after giving the Client at least fifteen (15) calendar days' prior notice, may choose at its discretion between:
a. Maintaining custody of the Retained Products,
with the Increased Storage Price accruing.
b. Destroying or recycling the Retained Products
and passing on to the Client the costs thereby incurred.
c. Disposing of the Retained Products to any third
party.
The destruction, recycling or disposal of the Retained Products shall not in any case prevent the Client's obligation to pay the Price of the Services, the only exception being that any amounts obtained from a potential disposal shall be applied to the Client's outstanding balance.
d) Extinction. The right of retention shall be extinguished, and the Retained Products shall be released, when the Client has paid all outstanding amounts (including the Price, the Increased Storage Price, late payment interest and any other items) and/or has remedied all of its contractual breaches.
e) Regime. As a primary matter, the right of retention established herein shall be governed by these General Terms and Conditions, as a binding contractual agreement inter partes under the principle of freedom of contract. However, where the requirements established for pledge under Articles 1866 et seq. of the Spanish Civil Code, or for a real right of retention under Articles 569- 3 et seq. of the Civil Code of Catalonia, or for other analogous figures, are met in relation to the right of retention, the legally established regimes may apply subsidiarily, with in rem effect.
3.10. Other cases of application of the Increased
Storage Price
The Increased Storage Price shall also apply where, after the relationship between the Parties has ended (whether due to expiry of the term, termination for breach or any other reason), not all of the Client's Products are removed from Amphora's warehouses and facilities. In such case, the remaining Products shall be governed by the regime for Retained Products, mutatis mutandis.
For clarification purposes, the Parties state that the foregoing paragraph shall apply in any case involving failure to collect the Products from Amphora's warehouses where such collection is no longer within the framework of the provision of Services, without prejudice to any damages to which Amphora may be entitled due to the Client's breach.
3.11. Management of Inactive Products
For the purposes of these General Terms and Conditions, "Inactive Products" shall mean Products that:
(i) remain stored for more than three (3) consecutive months without movements or any forecast of outbound movement or reactivation communicated by the Client;
(ii) are damaged, expired, obsolete or, following verification, are not suitable for sale;
(iii) correspond to returns from final customers which, following verification, are not suitable for reintroduction into the sales circuit; or
(iv) cannot be marketed or shipped for reasons attributable to the Client.
Amphora may require the Client to remove the Inactive Products within a maximum period of one (1) month from the date of notification.
Once such period has elapsed without the Client having removed the Inactive Products, the Increased Storage Price shall apply and shall accrue until the Inactive Products are effectively removed or managed.
If, two (2) months after notification to the Client, the Client has not removed the Inactive Products or given reasonable instructions as to their destination, Amphora may, after giving the Client a final notice of at least fifteen (15) calendar days, proceed with the destruction, recycling or management of the Inactive Products as waste.
The costs arising from the handling, removal, transport, return, destruction or waste management shall be invoiced to the Client. Except in cases of wilful misconduct or gross negligence by Amphora, the Client shall have no right to claim against Amphora for the value of the Inactive Products managed in accordance with this Clause.
3.12. Non-substitute nature
It is expressly agreed that the penalties, sanctions and regime established in this Clause shall not replace any compensation nor damages that may be payable, where applicable.
3.13. Liability regime
3.13.1. Amphora's diligence
Amphora undertakes to use reasonable diligence in the provision of its Services and shall be liable, subject to the limits established in the applicable legislation and in these General Terms and Conditions, for damages arising from loss, damage, breakage or delay in delivery of the Products, from the time of receipt at its warehouse until delivery or making available to the carrier for delivery to the end recipient.
3.13.2. Exclusions
a) Amphora shall not be liable for damages caused by the acts or omissions of a third party, such as a carrier, without prejudice to Amphora's cooperation in any claim that the Client may decide to bring against the relevant third party, by assigning the relevant rights of actions, allowing the Client to be subrogated into Amphora's position for all purposes, managing the claim (if the Client so requests) and/or providing support for such purpose.
b) It is expressly agreed that Amphora shall also not be liable for damages that may arise from, or be caused by:
(i) Any events or acts arising from actions of the Client (such as, for example, errors or incidents arising from incomplete, incorrect or insufficient instructions from the Client), of any person acting on behalf of the Client, or of third parties (regardless of whether or not they have been subcontracted by Amphora), such as the carrier or the end recipient.
(ii) Losses, shrinkage or deterioration arising from the inherent nature of the Products.
(iii) Hidden defects of the Products.
(iv) Defects existing in the package or packaging (where packaging services have not been contracted), because it is insufficient or in poor condition.
(v) Absence of Products or differences in delivery tolerance, where, exceptionally, the Parties have agreed that the Product Inspection and Count Services shall not be provided at the time of receipt.
For clarification purposes, it is stated that Amphora shall not be liable for any absence of Products or differences in delivery tolerance even where the Product Inspection and Count Services were provided at the time of receipt, if, in any subsequent inbound deliveries of Products, the Client has waived the provision of this Service by Amphora.
(vi) The Products or any improper or incorrect use of them by the end recipient, which shall be the responsibility of the Client, unless the damages are due to: (i) deficient preservation; (ii) errors in packaging, labelling or sorting (where such Services have been entrusted to Amphora); or (iii) any anomaly attributable to the Services, in which case only Amphora shall be liable, provided that it is proven that it failed to use due diligence in the provision of the Services.
(vii) Any events or situations caused by circumstances beyond its control, force majeure or acts of God.
Without limitation, it is expressly agreed that the following shall be considered force majeure or acts of God, among others: strikes, events or situations arising from weather conditions of any kind, war situations and/or terrorism, insurrection or popular uprising (general or sectoral strikes, labour disputes, etc.), epidemics or pandemics, interruptions in electricity or telecommunications supply, failures in digital infrastructure, unavailability of third-party systems, or any other cause that Amphora could not have foreseen or avoided through the application of reasonable diligence.
(viii) Any delays in relation to the provision of any of the Services, including delivery or transport.
(ix) Any damage or incidents arising from Products rejected in accordance with Clause 3.4 or from Retained Products in accordance with Clause 3.9.
c) In addition, it is expressly agreed that Amphora shall also not be liable for:
(i) Indirect damages, loss of profit, loss of present or future profits, loss of business opportunity, moral or reputational damages, contractual penalties vis-à-vis third parties, or any kind of punitive damages, whether actual or potential, nor for hypothetical income or unconfirmed economic expectations.
(ii) Damages related to alleged frustration of expectations or an alleged excessive price.
(iii) Damages that are contingent or not capable of quantification.
(iv) Damages recoverable under insurance policies that may be claimed from any third party obliged to respond in relation to such damages.
(v) Damages attributable to any act (including business decisions), omission, operation, agreement or submission of any form, document or written instrument carried out at the request of, or with the approval or consent (express or implied) of, the Client.
(vi) Damages remedied by Amphora to the Client's reasonable satisfaction. In this regard, the Client undertakes to use its best efforts to facilitate the possibility for Amphora to remedy any damage. Such best efforts shall include granting the same access to Amphora personnel at the Client's facilities or wherever necessary. Without limitation to the foregoing, no damage shall be deemed compensable to the extent that the Client has not used its best efforts to mitigate the scope and extent of the damages caused.
d) Under no circumstances may claims be brought against Amphora outside the time limits provided for in Law 15/2009, of 11 November, on Contracts for the Carriage of Goods by Road, or in the applicable International Conventions, as the case may be. Once such time limits have elapsed, the Client shall automatically and definitively lose any right to claim against Amphora.
e) If liability arises from events or acts occurring during the transport of the Products, Amphora's liability shall in no case exceed the liability to be assumed by the carriers (in accordance with their terms), in any of their modes (land or air), and this is without prejudice to the fact that in such cases the Client must bring its claim against the carriers for compensation for any damages suffered.
If the Products are destroyed or lost, Amphora shall be subrogated to any compensation paid by insurance companies, carriers or others.
3.13.3. Process for incident resolution
The Client expressly acknowledges and accepts that the process for analysis, investigation and resolution of incidents relating to loss, misplacement, lack of traceability, damage, inventory discrepancies or operational errors in the provision of the Services may extend for up to a maximum period of two (2) months from the date on which the incident was formally notified to Amphora, without any right arising during such period for the Client to compensation, indemnity, provisional payments, credit notes or payment withholdings.
During such period, Amphora may carry out stock sweeps in the warehouse, extraordinary counts, internal traceability checks, inspection of returns and/or any necessary actions with carriers or other third parties involved, in order to determine the origin, scope and potential attribution of liability for the incident.
If, as a result of the investigation process, the Products are located, in whole or in part, they shall be reincorporated into the Client's stock, and this circumstance shall be communicated by sending the available information, without any economic compensation being applicable for the Products located.
Only if, once the aforementioned period of two (2) months has ended, the loss, damage or irreversible misplacement of the Products is definitively confirmed may the Client, where applicable, have a right to economic compensation in accordance with Clause 3.13.4 below.
The Client acknowledges and accepts that the mere detection or notification of an incident does not imply any acknowledgement of liability by Amphora, nor does it automatically give rise to any right to compensation, with any potential compensation being subject to the conclusion of the resolution process described in this Clause and to the liability limits established in these General Terms and Conditions.
3.13.4. Quantitative limitation
If, in accordance with the applicable legal and contractual regime, Amphora is liable for damages caused during the provision of the Services, the maximum compensation to which the Client shall be entitled shall be 99.00% of the "Replacement Cost" of the Products actually damaged or lost (the excluded 1.00% corresponding to the tolerance margin in the provision of the Services).
For the purposes of these General Terms and Conditions, Replacement Cost shall mean:
(i) The cost actually borne by the Client for the manufacture or acquisition of the Product, duly evidenced by invoice or other reliable documentation, with estimates or theoretical values not being accepted; or, where such cost cannot be evidenced by the Client;
(ii) Subsidiarily, where such cost cannot be evidenced by the Client, the objective replacement cost required to purchase on the market an identical or equivalent product under market conditions, as determined by Amphora.
In all cases, the Replacement Cost must be duly evidenced by the Client.
Under no circumstances shall the retail sale price be used as a reference, nor shall the Replacement Cost include items such as commercial margins, taxes, customs duties, promotional campaigns, indirect costs or associated logistics costs.
3.13.5. Specific regime applicable to picking errors
Picking errors, which are operational errors during the performance of the Services that do not involve the definitive loss of the Product, shall not give rise to any economic compensation or indemnity, provided that Amphora remedies them in the terms set out below.
If a picking error occurs and is detected, Amphora's liability shall be limited solely and exclusively to:
(i) assuming the cost of the corrective shipment necessary to correctly complete the relevant order; and
(ii) assuming the cost of managing and transporting the return of the Product incorrectly shipped,
all without additional cost to the Client.
Under no circumstances shall a picking error entitle the Client to claim the value of the Product shipped by mistake or to consider such Product lost where it is capable of being recovered. In all cases, the Client must cooperate in managing the return of the incorrect Product and may not unilaterally choose to leave the Product in the possession of the end recipient and demand its value from Amphora.
In all cases, the original shipment shall be fully billable and payable by the Client, although its cost may be adjusted to exclude, where appropriate, the cost corresponding to shipment of the incorrectly shipped Product, with the remaining correctly provided items remaining payable, and without the picking error giving rise to cancellation, offsetting or withholding of payment of the invoice.
Notwithstanding the foregoing, the Client acknowledges and accepts that where the Products do not have an individual barcode, or where such barcode is incorrect, illegible or not correctly associated with the corresponding SKU, any picking errors that may occur shall be deemed attributable to the Client, and any liability of Amphora shall be excluded, including correction, reshipment or return costs, which shall be borne entirely by the Client.
3.14. Representations and warranties
Amphora represents and warrants that:
a) It shall keep the Products in good conditions of preservation, complying with the specifications of each manufacturer, which must have been expressly communicated by the Client, except in the cases contemplated in these General Terms and Conditions.
b) It mantains an insurance policy covering any losses that may arise from defective provision of the Services.
c) It shall not, under any circumstances, use the Client's stored Products, and its handling of them shall be limited to the Client's instructions, unless Clause 3.9 and related provisions apply.
d) If packaging Services are contracted, the Products shall be shipped with suitable packaging, in accordance with market standards, so that they are protected throughout the entire process, including transport.
The Client represents and warrants that:
a) It is the sole owner of the Products subject to the Services and has the licences, permits, administrative authorisations and certifications legally required for their commercialisation.
b) The information and documentation sent to Amphora in relation to the Products is correct, up to date and complete.
c) It is aware of and accepts that Amphora may subcontract all or part of the Services.
d) It is aware that any delivery times provided or communicated in relation to any of the Services, whether on the Platform or by any other means, are merely estimated and approximate and do not depend exclusively on Amphora.
3.15. Indemnity
The Client shall indemnify and hold Amphora harmless from and against any claim, penalty, sanction, fine, damage, cost or expense, including lawyers' fees, brought by other clients of Amphora or by third parties, arising from:
(i) the Client's breach of its contractual or legal obligations;
(ii) the incorrect declaration, nature, labelling or documentation of the Products; and/or
(iii) any defects, flaws, lack of conformity or unlawful nature of the Products.
This indemnity obligation shall survive termination of the Agreement.
4. PLATFORM TERMS OF USE
4.1. Nature of the Platform
The contracting, management and monitoring of the Services is carried out through the technological platform called "GO" (the "Platform"), accessible from Amphora's website (https://go.amphoralogistics.com/login).
For the purposes of this Clause, the Client shall also be referred to as the "User" once it has successfully registered on the Platform.
4.2. Access to the Platform
The Client must have previously signed the corresponding Agreement and registered as a User on the Platform in order to access it, by completing the Registration Form and following the steps provided to complete the User registration, accepting the terms and conditions of the Platform Terms of Use by clicking the "I accept" button displayed as part of the Platform access process. Failure to accept shall prevent the Client from registering and accessing the Platform.
The Client shall ensure that the persons it authorises to use the Platform strictly comply with these General Terms and Conditions, and shall be liable to Amphora for the consequences that may arise from breaches committed by such persons, regardless of whether or not there has been wilful misconduct or fault by the Client.
4.3. Contracting of the Services
Once the Client has registered as a User on the Platform, it may access the contracting of the Services, without prejudice to Amphora's ability to establish specific requirements for the contracting of certain Services.
Access to the Platform shall be through the credentials assigned to the Client after registration (username and password), which shall be personal and confidential.
The Client shall be solely responsible for the custody, proper use and confidentiality of its credentials, as well as for the actions carried out by the persons it authorises to use the Platform. The Client shall be liable to Amphora for any breach arising from the use of the Platform by such persons.
All orders and transactions placed through the Client's account on the Platform shall be considered valid and binding.
Amphora shall not be liable for the consequences arising from unauthorised access to the Platform or from incorrect, fraudulent or internally unauthorised orders issued from the User's account.
4.4. Functionalities of the Platform
Through the Platform, the Client shall at all times have access to the contracted Services and their invoicing, through the "Facturación" or "Billing" section of the User's space on the Platform, and shall also have access to those Services that are in progress through the "Inventario" or "Inventory" section, which shall be updated as the Services are provided by Amphora.
Access to the Platform shall also allow the User to synchronise its ecommerce platform with the Platform, and the User must follow the instructions relating to: (i) the synchronisation and addition of Products; (ii) sending inventory to Amphora's warehouse, where applicable; and (iii) managing shipments of the Products.
In all cases, the Client shall be responsible for the correct configuration of its integrations and for the accuracy of the information transmitted to the Platform.
4.5. Updates and amendments
Amphora may, both at the Client's request and unilaterally, carry out updates, technical improvements or adaptations of the Platform during the term of the Agreement.
Consequently, Amphora may modify the presentation, structure or configuration of the Platform at any time and without prior notice, provided that this does not substantially affect the contracted Services.
The incorporation of new functionalities not initially envisaged may involve an adjustment to the Price for the licence to use the Platform and shall be governed by the provisions of the Agreement relating to price amendments.
4.6. Intellectual and industrial property
4.6.1. Licence to use
Amphora declares that it is duly entitled to grant the Client a limited right to use the Platform, under the terms provided in the General Terms and Conditions.
Pursuant to the Agreement and subject to its fulfilment, the Client receives a non-exclusive, non-transferable right to use the Platform, limited to the term of the Agreement, exclusively for the management of the contracted Services.
The granting of the right of use shall not in any case imply the transfer, assignment or licensing of intellectual or industrial property rights owned by Amphora.
4.6.2. Obligations and restrictions on use
a) The Client undertakes to use the Platform exclusively in accordance with the Agreement and the General Terms and Conditions.
Consequently, the Client shall refrain from:
(i) commercialising, sublicensing, distributing, transferring by any means, assigning, leasing or making available to third parties, in whole or in part, the Platform or the rights granted to the Client;
(ii) modifying, adapting, altering, transforming, translating or creating derivative works from the Platform;
(iii) reverse engineering, decompiling, disassembling or attempting to access the source code;
(iv) using the Platform for purposes other than those provided in the Agreement or in the General Terms and Conditions;
(v) carrying out any action that constitutes an infringement of Amphora's intellectual or industrial property rights, or that exceeds the scope of the right of use granted through these General Terms and Conditions and the Agreement.
b) The Platform may only be used by the Client, its staff and the persons authorised by it under its sole responsibility (the "Authorised Users"), who must comply with the Agreement and the General Terms and Conditions. The Client shall be liable to Amphora for any misuse carried out by its staff or by the Authorised Users.
For the purposes of this Clause, the Client's staff shall mean its directors, officers, executives and employees.
c) Any adaptation or development of the Platform must be requested by the Client and expressly authorised by Amphora. In all cases, any requested adaptation or development shall, where applicable, be carried out by Amphora and shall be exclusively owned by Amphora.
d) The Client shall immediately notify Amphora of any infringement or suspected infringement of Amphora's intellectual and industrial property rights of which the Client becomes aware.
e) The Client shall be liable for and shall hold Amphora harmless against any damage, loss, cost or claim arising from breach of the obligations and prohibitions set out in this Clause, where such breach is attributable to the Client itself, its staff, the Authorised Users or any third party that has accessed the Platform using its credentials or within its sphere of control.
4.6.3. Industrial property
The Client authorises Amphora and the companies of its corporate group, on a non-exclusive basis and for the term of the Agreement, to use its trade name, trademark, logo and other distinctive signs for exclusively promotional, commercial, corporate and operational purposes related to Amphora's activity.
This authorisation includes their use, by way of example and without limitation, on Amphora's website, social media, commercial proposals and presentations, corporate and commercial materials, marketing and communication actions, professional events, success stories and internal or training documentation, as well as on signage and internal identification at Amphora's facilities and warehouses, for exclusively promotional, commercial, corporate and operational purposes related to Amphora's activity.
This authorisation shall not in any case imply the assignment or transfer of ownership of industrial property rights, which shall at all times remain exclusively owned by the Client.
The authorisation shall remain in force for as long as the contractual relationship between Amphora and the Client lasts, and may be revoked by the Client at any time by written notice. Such revocation shall not have retroactive effects in respect of materials already published, disseminated or used beforehand, nor in respect of historical, testimonial or archived content.
4.7. Absence of warranties
The Platform is made available to the Client "as is".
Accordingly, the licence to use the Platform is granted without warranties of any kind, whether express or implied, including fitness for the Client's intended purposes or expectations, and without any warranty of uninterrupted availability, continuous operation, absence of errors, compatibility with the Client's systems or immediate synchronisation of information.
Consequently, the Client shall be solely and exclusively responsible for assessing any lack of suitability or fitness of the Platform for the management of its logistics activity, releasing Amphora from any liability arising from any lack of suitability or fitness for its needs or expectations, including, by way of example and without limitation, loss of profits, loss of business opportunities or revenue expectations not obtained by the Client.
The Client acknowledges that the Platform constitutes a technological tool supporting the provision of the Services, and that its availability, functionalities or any incidents shall not alter the nature, scope or enforceability of the payment obligations assumed by the Client.
4.8. Limitation of liability
Amphora shall only be liable for direct damages that are the immediate consequence of a wilful breach of contract or gross negligence exclusively attributable to Amphora.
In no event shall Amphora be liable for:
(i) actions, omissions, errors or malfunctions of the Platform caused by, or associated with, actions of the Client, the Authorised Users and/or the staff under its responsibility;
(ii) inaccuracy, falsity, absence or delay in the information provided by the Client or uploaded by the Client to the Platform;
(iii) failures in integrations, incorrect configurations or failures in third-party systems;
(iv) temporary service interruptions, updates, maintenance tasks or technical incidents not attributable to Amphora;
(v) business decisions adopted by the Client based on the interpretation of the data displayed on the Platform;
(vi) fraudulent use or unauthorised access arising from the use of the Client's access credentials;
(vii) elements or systems external to the source
code of the Platform;
(viii) loss of profit, loss of income, loss of business
opportunities, loss of customers, reputational damage or any indirect or consequential damages.
Quantitative limitation. Amphora's total and aggregate liability arising from the licence to use the Platform shall be limited, in all cases, to the net amount actually paid by the Client for use of the Platform (tech fee) during the two (2) months immediately preceding the event giving rise to the claim.
Absence of advice. Amphora does not act as an adviser and does not provide advice of any kind (whether legal, tax, customs, strategic, commercial or relating to logistics operations). Consequently, the Client shall be solely and exclusively responsible for the consequences arising from the management of its business and from its use of the Platform.
Any guide, guidance or manual provided by Amphora is merely instructional for the use of the Platform.
Compliance with legal, tax, customs or any other obligations associated with its commercial activity shall be the sole responsibility of the Client, who shall hold Amphora harmless against any claim that may result.
4.9. Suspension or revocation of User status
Amphora reserves the right to suspend, restrict or immediately and unilaterally revoke the Client's access to the Platform in the event of any breach of the Agreement and the General Terms and Conditions, using any technical, operational or legal means at its disposal, including, without limitation, blocking IP addresses and deactivating credentials.
These measures may be implemented without prior notice and shall not give rise to any right to indemnity, compensation or claim by the Client, who fully assumes the risks arising from such suspension, restriction or revocation (including order delays or lack of traceability).
5. CONFIDENTIALITY
The Parties undertake to maintain the strictest confidentiality with respect to all Confidential Information to which they have access in connection with the negotiation, execution or performance of the Agreement.
"Confidential Information" shall mean any information, documentation, data or material, in any format or medium, disclosed directly or indirectly, before or after the execution of the Agreement, that is not in the public domain and that relates to technical aspects (including algorithms, designs and functionalities of the Platform), logistics, operational or commercial matters, financial data or matters of any other nature belonging to the other Party, its partners or shareholders, other companies within its corporate group, its clients or suppliers, economic terms, financial data, or technical or technological information of the other Party.
In particular, all information relating to the Platform shall always be considered Confidential Information, including its architecture, code, algorithms, developments, functionalities, integrations, technical documentation, operational processes, methodologies, logistics know-how and any information that would allow Amphora's operating model to be replicated in whole or in part.
Information shall not be considered Confidential Information where: (i) it is or becomes public without breach of this confidentiality obligation; (ii) it was legitimately in the possession of the receiving Party prior to its disclosure; or (iii) it must be disclosed by legal requirement or judicial or administrative order, in which case the receiving Party shall notify the other Party in advance, provided this is legally possible.
The Party receiving the Confidential Information undertakes to:
(i) use the Confidential Information exclusively for the performance of the Agreement;
(ii) not disclose, assign or make it available to third parties without the prior written consent of the Party owning such information; and
(iii) adopt the reasonable technical and organisational measures necessary to protect it against unauthorised access, use or disclosure, being liable for the acts of its personnel, collaborators or advisers.
This confidentiality obligation shall remain in force indefinitely after termination of the Agreement.