Service Club Dispatch - Client Terms and Conditions

Effective date: 5 October 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 Dispatch Services with reasonable skill and care. Service Club retains sole discretion over the manner, methods, technologies, routing logic, 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 Dispatch Services operate as a coordination platform. They enable the Client to post open Blocks and utilize AI Agents (via WhatsApp and voice channels) to automate the outreach, proximity ranking, and booking of Active Users based on Client-configured rules and the Active Users' declared availability.
• 3.3. Service Club provides the software infrastructure and AI Agents as a productivity and operational tool. Service Club is not an employer, temporary work agency, payroll provider, or transport operator. The Client retains full operational control and is solely responsible for defining matching rules, escalation timing, and eligibility criteria within the Control Tower.
• 3.4. The Client acknowledges that the Dispatch Services process location data (via secure web links or the optional companion app) to facilitate live proximity matching, strictly bounded by the Active User's declared availability. The Platform is engineered to prevent location capture outside of these declared working windows.
• 3.5. Service Club does not guarantee the actual attendance, performance, safe conduct, or suitability of any Active User who accepts a Block. The Client assumes all operational risks, liabilities, and obligations related to the Active User's performance or failure to fulfil an accepted Block.
• 3.6. Service Club may use anonymised and aggregated data derived from the Client's use of the Services (including fill rates, response times, and AI interaction data) to operate, maintain, benchmark, and improve the Platform 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 Dispatch Services is based on a flexible model determined by real usage, scaling automatically with the Client's fleet size and chosen contract term.
• 4.2. Active User Billing: The Client shall pay a flat monthly fee for every Active User registered in the Client's system during the applicable billing month. Billing scales cleanly with real usage; the Client only pays for Active Users.
• 4.3. Pricing and Volume Discounts: The applicable base rate per Active User, along with any volume discounts or flexibility premiums based on the Client's fleet size and chosen contract term, shall be as set out in the applicable Order Form or the then-current Service Club pricing documentation.
• 4.4. Implementation Fees: Unless expressly agreed otherwise in an applicable Order Form, no one-time setup or implementation fees apply for standard roster loading and Control Tower configuration.
• 4.5. Billing and Payment Terms: As the Dispatch Services are billed based on real usage, invoicing and payment calculation shall occur at the end of each billing month based on the total unique Active Users. Service Club will issue an invoice at the end of the billing cycle. For standard accounts, the Client authorises Service Club (via Stripe or other approved payment infrastructure) to securely store the Client's payment method and automatically charge the total invoice amount immediately upon issuance of the invoice. For approved enterprise Clients paying by manual transfer, standard payment terms are seven (7) days from the invoice date, unless expressly agreed otherwise in the applicable Order Form.

5. Client Obligations and Platform Rules

• 5.1. The Client is solely responsible for maintaining an accurate roster of Active Users within the Control Tower and ensuring it has a lawful basis to share Active User contact details with Service Club for the purpose of dispatch communications.
• 5.2. The Client acknowledges that Active Users are onboarded via an initial WhatsApp message explaining the system, and that Service Club will not contact an Active User for Dispatch Services unless they have provided their consent.
• 5.3. The Client retains full responsibility for defining its operational rules within the Control Tower, including availability schedules, matching rules, escalation timing, station eligibility, and the stated pay rates for each Block.
• 5.4. Service Club is not the employer, temporary work agency, or transport operator. The Client is strictly responsible for ensuring that any Block offered and completed complies with all applicable labour, tax, social security, occupational risk prevention, driving time, and rest period regulations applicable to the Client and the Active User.
• 5.5. The Client understands that Block assignment operates on a "first accept takes the seat" basis. The Platform is engineered to guard the system so that two Active Users can never hold the same Block.
• 5.6. The Client agrees that location capture for Active Users (whether via the one-tap web link or the optional companion app) is strictly bounded by the declared availability windows configured by the Client and authorized by the Active User. The Client shall not attempt to use the Platform to capture or request location data outside of these authorized working hours.

6. Data Protection and Privacy

• 6.1. The parties acknowledge that in providing the Dispatch Services, Service Club may process personal data on behalf of the Client. Such processing shall be governed by the Data Processing Agreement (DPA) set out in Schedule 1 to these Terms, which is hereby incorporated by reference.
• 6.2. The Client acknowledges that Service Club collects, processes, and stores personal data of Active Users, including live location data, availability declarations, and communications history, in accordance with the Service Club Privacy Policy and applicable data protection laws.
• 6.3. The Client warrants that it has established a lawful basis and provided all necessary privacy notices to its Active Users, to enable Service Club to contact them via WhatsApp and voice calls, and to process their location and availability data for the purposes of the Dispatch Services.

7. Warranty Disclaimer and Limitation of Liability

• 7.1. THE DISPATCH SERVICES, PLATFORM, AND AI AGENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND SERVICE CLUB DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS.
• 7.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SERVICE CLUB SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY ACTIVE USER'S FAILURE TO ATTEND, PERFORM, OR COMPLETE AN ACCEPTED BLOCK, NOR FOR ANY OPERATIONAL LOSSES, DELAYED DELIVERIES, OR DAMAGES ARISING THEREFROM. SERVICE CLUB SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGE.
• 7.3. SUBJECT TO MANDATORY LAW, SERVICE CLUB'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE DISPATCH 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.

8. 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 and roster accuracy; (b) the Client's or any Active User's use of the Dispatch Services; (c) the Client's failure to comply with applicable employment, tax, transport, or occupational risk laws regarding the Active Users; and (d) the Client's breach of these Terms or applicable data protection laws.

9. Term, Renewal and Termination

• 9.1. The agreement commences on the Order Form effective date and continues for the initial contract term selected by the Client (such as a monthly renewing subscription or a fixed multi-month term) as set out in the applicable Order Form or checkout flow. It automatically renews for successive equivalent terms unless the Client gives written notice of non-renewal at least thirty (30) days before the end of the then-current term (or, in the case of monthly subscriptions, at least seven (7) days before the end of the current billing month).
• 9.2. 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.
• 9.3. 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 Control Tower and Platform; and (d) Service Club will make Client Data available for export for thirty (30) days, after which it may be deleted. Clauses regarding Data Protection, Warranty Disclaimer and Limitation of Liability, Indemnity, and Governing law and jurisdiction shall survive termination.

10. 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.

11. Notices, amendments and assignment

• 11.1. 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.
• 11.2. 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.

12. Governing law and jurisdiction

• 12.1. 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.
• 12.2. 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.
• 12.3. 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.