Service Club Agentic AI - Client Terms and Conditions

Effective date: August 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, 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. 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 or commercial proposal accepted by Service Club;
2. the Data Processing Agreement incorporated as Schedule 1 to these Terms, which shall apply where and to the extent that Service Club processes personal data on behalf of the Client as processor;
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.

• 1.4. 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.

2. Interpretation and definitions

3. Scope of Services

• 3.1. Service Club will provide the Services with reasonable skill and care. Service Club retains sole discretion over the manner, methods, technologies, models, and sub-processors used to deliver the Services, and may modify, upgrade, substitute, or discontinue any component of the Platform at any time, provided the overall Services are not materially degraded.
• 3.2. The AI Agents are designed to assist with and automate the handling of queries. They are a productivity and support tool only. They do not replace, and are not a substitute for, the Client's own professional, legal, financial, HR, regulatory, or managerial judgment and decision-making.
• 3.3. Service Club may use anonymised and aggregated data derived from the Client's use of the Services (including queries and AI Outputs) to operate, maintain, benchmark, and improve the Platform, AI Agents, and Service Club's products and services generally, both during and after the term.

4. Fees, Payment, Invoicing

• 4.1. The total charge for the Services comprises three components:

1. One-Time Implementation Fee: a one-time fee payable at setup, covering Service Club's bespoke multi-lingual (50+ languages) content and Knowledge Base creation, R&D, and setup costs. It is invoiced on signature and non-refundable once implementation work has begun.
2. Annual Platform Subscription: a recurring annual fee covering hosting, security patches, contract management, and Platform usage. It is invoiced annually in advance and is non-refundable.
3. Tiered User Bundles: a flat monthly fee for every individual member of the Client's workforce or user pool who is registered and Active within that calendar month.

• 4.2. For standard accounts, Service Club may require advance payment through Stripe, Billie or other payment infrastructure. For approved enterprise Clients, Service Club may agree invoice-based payment terms, including Net30, in writing. All Fees are exclusive of VAT and other applicable taxes.
• 4.3. Late payment and suspension. Service Club may suspend the Services, in whole or in part, without liability and without prejudice to its other rights, where any invoice is overdue by more than five (5) calendar days. Late payment may accrue statutory or agreed interest and recovery costs under applicable law.
• 4.4. No refunds. Except as expressly stated in these Terms, all Fees are non-refundable and non-creditable, and committed amounts are payable in full for the entire then-current term notwithstanding any early termination by the Client.

5. Client Obligations and Human Oversight

• 5.1. The Client is solely responsible for: (a) the accuracy, completeness, quality, and legality of all Client Data; (b) obtaining all rights and consents necessary for Service Club to use Client Data; (c) its own use of the Services; and (d) compliance with all laws applicable to its business.
• 5.2. Human oversight. The Client shall implement and maintain appropriate human review and oversight of AI Outputs. Unless clearly stated otherwise in a specific notice, these tools are intended to support human-operated processes and do not make final hiring, dismissal, disciplinary, work allocation or legally significant employment decisions on behalf of Clients or users. Where a Client utilizes AI-supported tools or automated outputs for legally significant employment decisions, the Client remains independently responsible for compliance with Article 22 GDPR, applicable labour laws, and the AI Act.
• 5.3. The Client shall not: (a) reverse engineer or attempt to extract the models, prompts, weights, or source code; (b) build or train a competing product; (c) submit unlawful content; or (d) resell the Services except as expressly permitted.

6. Nature of AI Outputs, Client Acknowledgements

• 6.1. The Client acknowledges that AI Agents use probabilistic machine-learning technologies. AI Outputs are generated automatically, may be inaccurate, incomplete, outdated, biased, or inappropriate for a particular purpose. AI Outputs do not constitute professional advice of any kind, including legal, financial, tax, medical, HR, or regulatory advice.
• 6.2. The Client is solely responsible for evaluating, verifying, and validating every AI Output before use or reliance.

7. Intellectual Property and Marketing

• 7.1. Service Club and its licensors retain all right, title, and interest in and to the Platform, the AI Agents, the underlying models, software, prompts, workflows, templates, methodologies, documentation, and all improvements.
• 7.2. Subject to payment of all Fees, Service Club grants the Client a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform and Knowledge Base for its internal business purposes during the term only.
• 7.3. Marketing. The Client grants Service Club a limited right to use Client names, logos, opportunity descriptions, images and materials solely to provide and promote the agreed Agentic AI Services, unless the Client withdraws such permission in writing for future use.

8. Data Protection and Confidentiality

• 8.1. The parties shall process personal data in accordance with Regulation (EU) 2016/679 (GDPR), Spanish Organic Law 3/2018 (LOPDGDD), Law 34/2002 (LSSI-CE), and any other applicable Spanish or EU data protection rules.
• 8.2. Where Service Club processes personal data solely on documented instructions from the Client, Service Club acts as processor and the Data Processing Agreement incorporated as Schedule 1 shall apply as an integral part of these Terms. The Client warrants that it has a lawful basis for all personal data supplied.
• 8.3. Each party shall keep the other's confidential information confidential and use it only to perform this agreement.

9. Warranty Disclaimer and Limitation of Liability

• 9.1. The Services, Platform, AI Agents, Knowledge Base, and all AI Outputs are provided "as is" and "as available", and Service Club disclaims all other warranties, conditions, and representations.
• 9.2. To the fullest extent permitted by applicable law, Service Club shall have no liability whatsoever for any AI Output, or for any decision made in reliance on any AI Agent or AI Output. Service Club shall not be liable for any indirect, special, incidental, consequential, or punitive loss or damage.
• 9.3. Subject to mandatory law, Service Club's total aggregate liability arising out of or in connection with the Services and these Terms shall not exceed the fees actually paid by the Client under the applicable Order Form in the twelve (12) months immediately preceding the event giving rise to the claim.

10. Indemnity

The Client shall defend, indemnify, and hold harmless Service Club from and against all claims, demands, actions, losses, damages, fines, penalties, costs, and expenses arising out of or relating to: (a) Client Data; (b) the Client's or any End User's reliance on AI Outputs; (c) the Client's breach of these Terms or of applicable law, including data-protection and AI-transparency obligations.

11. Term, Renewal and Termination

• 11.1. The agreement commences on the Order Form effective date and automatically renews for successive twelve (12) month terms unless the Client gives written notice of non-renewal at least ninety (90) days before the end of the then-current term.
• 11.2. Service Club may terminate for convenience on thirty (30) days' written notice. Either party may terminate immediately if the other party breaches material clauses. Service Club reserves the right to suspend or terminate immediately if the Client fails to pay any sum when due.
• 11.3. Consequences. On expiry or termination: (a) all licences to the Client end immediately; (b) all unpaid Fees for the remainder of the then-current term become immediately due; (c) the Client shall cease all use of the Platform and Knowledge Base; and (d) Service Club will make Client Data available for export for thirty (30) days, after which it may be deleted. Clauses regarding Intellectual Property, Data Protection, Warranty Disclaimer and Limitation of Liability, Indemnity, and Governing law and jurisdiction shall survive termination.

12. Force majeure

Neither party shall be liable for delay or failure caused by events beyond reasonable control, including internet outages, platform provider outages, third-party AI model providers, cloud infrastructure, telecommunications, epidemics, strikes, transport disruption, extreme weather, public authority action, war, terrorism, cyber incidents not caused by the affected party's negligence or other force majeure events, provided that the Client's payment obligations are not excused. The affected party shall use reasonable endeavours to mitigate the impact.

13. Notices, amendments and assignment

• 13.1. 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.
• 13.2. 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.

14. Governing law and jurisdiction

• 14.1. These Terms, the Order Form, the integrated Data Processing Agreement and any contractual or non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of Spain and, where applicable, directly applicable European Union law.
• 14.2. Before bringing any court proceedings, the parties shall first attempt to resolve any dispute in good faith through direct negotiations or, where required by applicable Spanish procedural law, through an appropriate means of dispute resolution (Medio Adecuado de Solución de Controversias or MASC) in accordance with Spanish Organic Law 1/2025 and any applicable implementing or amending rules.
• 14.3. If the dispute is not resolved through such negotiations or MASC, the parties submit to the exclusive jurisdiction of the courts and tribunals of Barcelona, Spain, without prejudice to any mandatory rules that cannot be contractually excluded.