Service Club Academy - Client Terms and Conditions

Effective date: June 2026

1. Parties and contractual architecture

• 1.1. These Terms and Conditions are entered into by and between Service Club Acquisition and Development of Labor Talent, S.L., a company incorporated under the laws of Spain, with registered office at Avenida Diagonal 601, 8th Floor, 08028 Barcelona, Spain, and tax identification number B67127522 ("Service Club"), and the legal entity, business customer or professional client accepting these Terms and Conditions, placing an order, signing an order form, submitting a booking, accessing the platform as a client, or otherwise using the relevant Service Club services in a professional or commercial capacity (the "Client").
• 1.2. The Client acknowledges and agrees that these Terms and Conditions govern a strictly business-to-business relationship. The Client enters into these Terms and Conditions exclusively for purposes relating to its trade, business, craft or profession. Accordingly, the Client shall not be treated as a consumer or user for the purposes of Spanish and EU consumer protection legislation, including Royal Legislative Decree 1/2007 approving the consolidated text of the Spanish General Law for the Defence of Consumers and Users, except where any mandatory provision is legally applicable and cannot be excluded.
• 1.3. These Terms and Conditions form part of Service Club's segmented contractual framework and apply only to the specific vertical, service line or platform environment expressly identified in the applicable order, booking flow, proposal, statement of work, online acceptance process or commercial agreement. Service Club may maintain separate contractual terms for different business verticals, including, without limitation, Jobs, Academy, Perks, Shop, Services, Micro Academy, Marketplace and any other present or future Service Club platform or service line.
• 1.4. Unless expressly agreed otherwise in writing, the contractual relationship between the parties shall be governed by the following documents, in the following order of precedence:

1. any individually negotiated written agreement, order form, statement of work, commercial proposal or specific service schedule accepted by both parties;
2. any applicable service-specific annex, pricing schedule, data protection agreement, technical or operational specification, or platform rule expressly incorporated by reference;
3. these Terms and Conditions; and
4. any non-contractual guidance, FAQs, help centre materials, platform descriptions or marketing materials made available by Service Club from time to time.

In the event of any conflict between the above documents, the document with higher priority shall prevail, but only to the extent of the inconsistency.

• 1.5. The Client shall be deemed to have accepted these Terms and Conditions where it:

1. signs or electronically accepts them;
2. accepts an order form, proposal, booking or statement of work referring to them;
3. creates or uses a Client account on the Service Club platform;
4. submits, confirms or pays for a booking;
5. receives, accesses or uses any Service Club service; or
6. otherwise instructs Service Club to commence the provision of services.

• 1.6. Acceptance may be evidenced by electronic means, including click-wrap acceptance, platform confirmation, email confirmation, electronic signature or any other durable medium permitted under Spanish law, including the Spanish Civil Code, the Spanish Commercial Code and Law 34/2002 on Information Society Services and Electronic Commerce.
• 1.7. These Terms and Conditions govern the relationship between Service Club and the Client only. They do not regulate the separate relationship between Service Club and individual drivers, trainees, candidates, logistics workers or other platform users, who may be required to accept separate user-facing terms, privacy notices and/or consent wording, as applicable.
• 1.8. The Client remains solely responsible for its employment, commercial, contractual, tax, social security, occupational risk prevention and operational relationships with any drivers, trainees, candidates, logistics workers, employees, contractors, subcontractors, agents or other individuals engaged by, introduced to, trained for, made available to, contacted by or otherwise interacting with the Client through or in connection with the Service Club services.
• 1.9. These Terms and Conditions shall be interpreted in accordance with Spanish law and applicable European Union law. Nothing in these Terms and Conditions shall exclude, restrict or limit any liability or obligation that cannot be excluded, restricted or limited under mandatory applicable law, including, where relevant, Regulation (EU) 2016/679, Organic Law 3/2018, Law 34/2002, the Spanish Civil Code, the Spanish Commercial Code and any other applicable mandatory Spanish or EU rules.

2. Interpretation and definitions

3. Scope of Academy Services

• 3.1. Service Club provides a managed training and coordination infrastructure. Academy Services may combine digital, in-person, virtual, VR, behind-the-wheel and AI-supported components. The exact scope, language, location, timing, cohort size, delivery format, reporting deliverables and fees must be set out in the Order Form or booking flow.
• 3.2. Unless expressly agreed in writing, Academy Services do not include: regulated professional certification; formal occupational-risk certification for the Client; criminal record checks; right-to-work validation; immigration advice; legal document validation with public authorities; vehicle roadworthiness certification; psychological, medical or fitness-to-drive assessments; employer-side induction; payroll; tax/social security filings; employment decisions; or legal advice to the Client or Trainees.
• 3.3. Service Club may update non-material delivery methods, trainers, digital tools, timetables, training environments and equivalent content where reasonably necessary, provided that the overall training purpose agreed in the Order Form is not materially reduced.
• 3.4. Virtual Reality (VR) Delivery Standards: Where VR training forms part of the agreed services, such training shall be delivered in a controlled format determined by Service Club, taking into account health, safety, participant comfort, and operational practicality. Service Club may require participants to complete VR training in rotating groups, with scheduled breaks or intervals, and may limit individual headset use time where necessary. Unless otherwise agreed in writing, the VR hardware required for the session shall be provided by Service Club.

4. No employment, agency, labour supply or transport responsibility

• 4.1. Service Club is not the employer of any Trainee, does not hire, dismiss, discipline, supervise or remunerate Trainees on behalf of the Client, and does not assume obligations corresponding to the employer, host undertaking, fleet operator, transport operator, temporary work agency, payroll provider, tax/social security agent or labour intermediary with final hiring authority.
• 4.2. The Client remains solely responsible for the employment, self-employment, contractor or other legal classification of Trainees, including any remuneration, working time, social security, tax, occupational-risk prevention, insurance, onboarding, disciplinary, dismissal, equality/non-discrimination and workplace safety obligations under applicable labour, transport and health and safety laws.
• 4.3. Nothing in these Terms shall be interpreted as creating an employment relationship between Service Club and a Trainee, or as transferring to Service Club any Client obligation under the Spanish Workers Statute, Law 31/1995 on Prevention of Occupational Risks or equivalent laws in any other jurisdiction where the Client operates.

5. Client obligations and warranties

The Client shall:

• 5.1. provide accurate, complete and lawful booking information, including roles, location, vehicle type, language needs, safety constraints, required licences and cohort numbers;
• 5.2. ensure that each Trainee receives suitable instructions, appointment details, pre-training safety information and any required Client-side privacy notice before training;
• 5.3. ensure that Trainees do not use mobile, VR, AI-supported or digital training tools while driving, cycling, operating machinery or performing any task requiring attention;
• 5.4. maintain all licences, insurances, permits, equipment, premises, vehicles and workplace safety measures required for its operations;
• 5.5. not represent to Trainees, regulators or third parties that Service Club guarantees employment suitability, safe driving, accident prevention or legal compliance;
• 5.6. not request excessive, unlawful or discriminatory data collection through Academy Services;
• 5.7. cooperate in incident reporting and complaints handling; and
• 5.8. comply with GDPR, LOPDGDD, LSSI-CE, labour, tax, social security, health and safety, transport and equality/non-discrimination laws applicable to the Client.

6. Booking, payment, Stripe/Billie and enterprise invoicing

• 6.1. Academy Services may be booked through the Service Club Platform, an integrated LMS, Stripe, Billie, an enterprise invoice arrangement or another written process approved by Service Club. The Client must pay the applicable fees stated in the booking flow, Order Form or invoice.
• 6.2. For small or standard Clients, Service Club may require advance payment through Stripe, Billie or other payment infrastructure. Billie payment terms may depend on third-party credit assessment and approval. Service Club is not responsible for Billie or Stripe decisions, outages, rejected payments, chargebacks, payment authorisation failures or third-party payment terms, except to the extent required by mandatory law.
• 6.3. For approved enterprise Clients, Service Club may agree invoice-based payment terms, including Net30, in writing. Unless expressly agreed otherwise, all invoices are payable in full, without set-off or withholding, within the agreed period. Prices are exclusive of VAT and any applicable taxes.
• 6.4. Service Club may suspend platform access, training delivery, reporting, future bookings and support where any payment is overdue by more than five (5) calendar days, without liability for Client operational disruption. Late payment may accrue statutory or agreed interest and recovery costs under applicable law.
• 6.5. Confirmed bookings are non-refundable unless mandatory law requires otherwise or the Order Form states otherwise. Non-attendance, late cancellation or insufficient cohort attendance may be converted into a non-cash Training Credit, subject to the cancellation window, validity period and operational rules communicated at booking.
• 6.6. Payment Verification and Attendance: Where the Client is subject to advance payment terms, Service Club reserves the right to verify the payment status of all Trainees prior to the commencement of any training session. In the event a Trainee attends a session for which the required advance fees have not been remitted, Service Club reserves the absolute right to remove the unpaid Trainee from the session without any liability.

7. Cancellations, minimum cohort, substitutions and rescheduling

• 7.1. Unless otherwise agreed in writing, the minimum cohort size for any scheduled in-person, VR or behind-the-wheel session is twelve (12) participants. If the Client registers fewer than twelve (12) participants for a confirmed session, Service Club reserves the right to reschedule the session, combine cohorts, amend the delivery format, deliver equivalent virtual content, apply a revised fee or issue Training Credits.
• 7.2. Service Club may replace a Partner Trainer, change an equivalent location, adjust delivery timing or substitute equivalent materials where reasonably required due to trainer availability, safety, illness, force majeure, vehicle issues, venue conditions or operational constraints.
• 7.3. The Client remains responsible for ensuring Trainee attendance. Trainee refusal, delay, non-attendance, failure to follow instructions or removal for safety reasons does not entitle the Client to a refund unless expressly stated in the Order Form.

8. Training Content, intellectual property and trade secrets

• 8.1. All Training Content, platform designs, Academy curricula, VR scenarios, AI-supported prompts, AI-supported training logic, course structures, methods, data models, know-how, templates, scripts, videos, quizzes, graphics and derivative works are owned by Service Club or its licensors and are protected by Spanish Intellectual Property Law, EU copyright principles and Spanish Trade Secrets Law 1/2019.
• 8.2. The Client receives a limited, revocable, non-exclusive, non-transferable right to access Training Content solely for the internal training purpose expressly agreed in the Order Form. No ownership or broad licence is transferred. The Client shall not:

1. copy, reproduce, record, screenshot, download, scrape or extract Training Content except where expressly enabled for the agreed training purpose;
2. share Training Content with affiliates, subcontractors, customers, competitors, trainers, consultants or other third parties outside the agreed scope;
3. publish Training Content on websites, social media, LMS platforms, repositories, internal wikis or external channels;
4. modify, translate, adapt, create derivative works or remove proprietary notices;
5. use Training Content to train, fine-tune, benchmark or build competing AI systems, training products or recruitment tools;
6. reverse engineer, decompile or attempt to derive source code, platform logic, AI prompts or underlying models; or
7. permit Trainees or Client personnel to breach these restrictions.

• 8.3. Any breach of this clause is a material breach. Service Club may suspend access, require deletion, seek injunctive relief and claim damages, without prejudice to additional remedies under intellectual property and trade secrets laws.

9. Information accuracy, documents and reliance

• 9.1. Service Club may receive information from the Client, Trainees, Partner Trainers, platform integrations, payment providers, LMS tools or third-party sources. Service Club does not warrant that information, self-declarations, documents, licences, certificates, availability, experience, contact details, attendance data, performance results or third-party inputs are accurate, complete, authentic, lawful or up to date.
• 9.2. The Client must independently verify any information on which it relies for hiring, onboarding, driving, access control, workplace safety, insurance, payroll, disciplinary, dismissal, tax/social security, regulatory or operational decisions. Service Club is not responsible for the Client's reliance on unverified information, except in cases of Service Club's wilful misconduct or gross negligence.

10. VR, telematics, AI-supported training and monitoring technologies

• 10.1. VR training, telematics, attention-related indicators, AI-supported simulations, knowledge checks and learning analytics are training tools. They are not medical, psychological, biometric identification, employment suitability or automated employment decision tools unless expressly configured and assessed as such in a separate written arrangement.
• 10.2. Where personal data are processed in connection with VR, telematics, eye-movement, attention, performance, learning analytics or AI-supported training, the parties shall ensure that the processing is transparent, proportionate and supported by an appropriate lawful basis under Articles 5, 6, 9, 12, 13, 14, 22, 25 and 32 GDPR, the LOPDGDD and applicable labour/privacy rules. Consent, where required, must be separate, specific, informed, freely given and withdrawable; it must not be hidden inside these Terms.
• 10.3. Service Club will not use AI-supported training outputs to make final hiring, dismissal, work allocation, disciplinary or legally significant employment decisions on behalf of the Client unless expressly agreed, lawfully assessed and supported by the necessary AI Act, GDPR, labour and fundamental-rights safeguards. Client-side use of training data for such purposes is the Client's sole responsibility unless otherwise agreed in writing.

11. Data protection allocation

• 11.1. The parties acknowledge that data protection roles may differ by processing scenario. For Client-nominated training, the Client may act as controller and Service Club as processor for certain delivery/reporting activities. For Service Club platform account management, security, fraud prevention, service improvement, direct communications and legal compliance, Service Club may act as an independent controller. For jointly defined initiatives, a joint-controller arrangement under Article 26 GDPR may be required.
• 11.2. Where Service Club acts as processor, a data processing agreement compliant with Article 28 GDPR must apply. Where the parties act as independent controllers, each party is responsible for its own transparency notices, lawful basis, retention periods, data subject rights handling, security, breach notification and recipient disclosures.
• 11.3. The Client shall not require Service Club to process special category data, criminal offence data, excessive identity documents, health data or other high-risk data unless expressly agreed and supported by a specific lawful basis, necessity assessment and safeguards. International transfers, if any, must be supported by Chapter V GDPR mechanisms.

12. Communications with Trainees

• 12.1. Service Club may contact Trainees by email, telephone, SMS, WhatsApp, Telegram, in-app notification or other equivalent channels for operational purposes, including registration, booking, reminders, training delivery, support, complaints, security, fraud prevention, service updates and account administration, subject to the GDPR, LOPDGDD and LSSI-CE.
• 12.2. Marketing or unrelated promotional communications will only be sent where Service Club has an appropriate lawful basis and complies with the LSSI-CE and applicable consent/opt-out requirements. Client communications to Trainees are the Client's responsibility once contact details are lawfully provided to the Client.

13. Fraud, misuse, safety incidents and platform integrity

• 13.1. Service Club may suspend or terminate access, remove users, preserve evidence, withhold certificates/reports, notify Clients or competent authorities and take reasonable protective measures where it suspects fraud, false documentation, impersonation, duplicate accounts, content misuse, unsafe behaviour, harassment, abuse, unlawful conduct or breach of these Terms.
• 13.2. Service Club shall not be liable for losses caused by Trainee fraud, false statements, forged documents, identity misuse, misconduct, unsafe actions or Client-side failures, except to the extent directly caused by Service Club's wilful misconduct or gross negligence.

14. Disclaimers and no guarantee

• 14.1. Academy Services are provided on an "as is" and "as available" basis, subject to the express service commitments in the Order Form. Service Club does not guarantee that training will prevent accidents, secure employment, ensure regulatory compliance, produce a specific score, change behaviour, prevent dismissal, meet the Client's internal standards or satisfy any public authority, insurer, court or regulator.
• 14.2. The Client acknowledges that training outcomes depend on factors outside Service Club's control, including Trainee conduct, prior experience, Client instructions, workplace environment, vehicle condition, road conditions, fatigue, weather, operational pressure, third-party behaviour and Client supervision.

15. Liability cap and indemnity

• 15.1. To the maximum extent permitted by Spanish law, Service Club shall not be liable for employment disputes, dismissals, non-hiring, workplace accidents, road accidents, property damage, personal injury, Trainee misconduct, Client operational failures, false documents, inaccurate information, Client-side health and safety failures or Client use of training outputs for employment decisions.
• 15.2. The Client shall indemnify Service Club against claims, losses, damages, penalties, settlements and reasonable legal costs arising out of the Client's employment, engagement, classification, supervision, dismissal, payment, onboarding, workplace safety, vehicle operation, data protection breach, unlawful instructions or use of Trainees, except to the extent directly caused by Service Club's wilful misconduct or gross negligence.
• 15.3. Subject to mandatory law, Service Club's total aggregate liability arising out of or in connection with the contract shall not exceed the fees paid by the Client for the specific Academy Services giving rise to the claim during the twelve (12) months preceding the event. Neither party shall be liable for indirect, consequential, special, punitive, loss-of-profit, loss-of-business, loss-of-goodwill, loss-of-data or business interruption damages, subject to mandatory law.

16. Confidentiality

• 16.1. Each party shall keep confidential all non-public business, technical, commercial, financial, operational, platform, pricing, training, user and know-how information received from the other party. Confidentiality obligations survive termination for five (5) years, and trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
• 16.2. The receiving party may disclose confidential information only to personnel, advisers, affiliates or subcontractors who need to know it for the contract and are subject to confidentiality obligations, or where disclosure is required by law, court order or competent authority.

17. Suspension and termination

• 17.1. Service Club may suspend or terminate the contract or any booking immediately where the Client fails to pay, breaches content restrictions, misuses data, requests unlawful processing, poses safety or reputational risk, circumvents Service Club, breaches confidentiality or materially breaches these Terms.
• 17.2. Termination does not affect accrued payment obligations, confidentiality, intellectual property, data protection, liability limitations, indemnities, audit rights, governing law or any clause intended to survive termination.

18. Force majeure

Neither party shall be liable for delay or failure caused by events beyond reasonable control, including internet outages, platform provider outages, payment provider failures, epidemics, strikes, transport disruption, extreme weather, venue closure, trainer illness, public authority action, war, terrorism, cyber incidents not caused by the affected party's negligence or other force majeure events. The affected party shall use reasonable endeavours to mitigate the impact.

19. Notices, amendments and assignment

• 19.1. Notices may be sent by email, platform notification or registered post to the addresses specified in the Order Form or account profile. Service Club may update these Terms for future bookings or renewals. Material changes affecting ongoing enterprise contracts require reasonable notice unless required by law or necessary for security, compliance or platform integrity.
• 19.2. The Client may not assign the contract without Service Club's prior written consent. Service Club may assign or transfer the contract to an affiliate, successor, acquirer or group entity, provided that the transfer does not materially reduce the Client's rights and applicable data protection requirements are observed.

20. Governing law and jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them are governed by Spanish law. The parties submit to the exclusive jurisdiction of the courts of Barcelona, Spain, without prejudice to mandatory jurisdiction rules that cannot be excluded.