1. Parties and Scope

This Professional Services Agreement (“Agreement”) is entered into between Pirsonal Digital, S.L., or the Pirsonal affiliate identified in the applicable Service Order Form (“Pirsonal”), and the entity identified in the applicable Service Order Form or Order Form (“Customer”).

This Agreement governs the provision of Professional Services by Pirsonal to Customer.

2. Agreement Structure

This Agreement forms part of the overall contractual framework between the parties, which consists of:

• Service Order Form (“SOF”) or Order Form
• Master Service Agreement (“MSA”)
• Data Processing Addendum (“DPA”), where applicable
• Standard Contractual Clauses (“SCCs”), where applicable
• Service Level Agreement (“SLA”), where applicable

In the event of conflict:

• The SOF or Order Form prevails for scope, pricing, and commercial terms
• This Agreement governs Professional Services delivery
• The DPA governs personal data processing

3. Definitions

“Professional Services” means implementation, configuration, consulting, training, campaign support, or related services provided by Pirsonal.

“SOF / Order Form” means the document defining scope, fees, and commercial terms.

“Customer Content” means data, assets, and materials provided by Customer.

“Deliverables” means outputs produced as part of the Professional Services.

“Pre-Existing Work” means intellectual property owned by a party prior to this Agreement.

4. Professional Services

4.1 Scope

Professional Services will be provided as defined in the applicable SOF or Order Form.

Services may be delivered on a fixed-fee or time-and-materials basis.

Pirsonal’s obligations are limited to the scope explicitly defined in the applicable SOF or Order Form.

4.2 Changes in Scope

Any changes to scope, timeline, or deliverables must be agreed in writing.

Such changes may result in adjustments to:

• fees
• timelines
• deliverables

4.3 Use of Subcontractors

Pirsonal may use qualified subcontractors to deliver Professional Services and remains responsible for their performance.

5. Customer Responsibilities

Customer agrees to:

• provide accurate and complete data and materials
• assign a primary point of contact
• ensure availability of resources required for the project

Customer shall review deliverables and provide consolidated feedback within five (5) business days of receipt, unless otherwise agreed in writing.

If Customer does not provide feedback within this period:

• the deliverable shall be deemed accepted for the purpose of progressing the project; and
• Pirsonal may proceed with subsequent phases or milestones accordingly

Where milestone-based delivery or payment applies, delays caused by Customer (including delayed feedback, missing inputs, or incomplete data) shall not prevent Pirsonal from:

• considering the milestone complete for billing purposes; or
• adjusting timelines accordingly

Customer acknowledges that timely collaboration is essential for successful delivery and that Pirsonal shall not be responsible for delays caused by Customer.

6. Fees and Payment

Fees and payment terms are defined in the applicable SOF or Order Form.

Unless otherwise agreed:

• fees are invoiced as specified in the SOF
• payment is due within the agreed terms
• fees are non-refundable once services have been delivered or commenced

Reasonable, pre-approved expenses may be invoiced where applicable.

7. Term and Termination

7.1 Term

This Agreement remains in effect for the duration of the Professional Services.

7.2 Termination for Convenience

Either party may terminate with written notice, provided that:

• work completed to date is payable
• committed services may be completed or invoiced as agreed

7.3 Termination for Cause

Either party may terminate if the other:

• materially breaches this Agreement
• fails to cure within a reasonable period after notice

8. Confidentiality

Each party agrees to protect confidential information disclosed under this Agreement and use it solely for the purposes of performing obligations under this Agreement.

These obligations survive termination for a period of three (3) years.

9. Customer Data and Campaign Execution

9.1 Use of Customer Data

Customer may provide personal data and other information (“Customer Data”) to Pirsonal for the purpose of executing campaigns, generating personalized content, or delivering Professional Services.

Pirsonal shall process such data solely for the purposes defined in the applicable SOF, Order Form, or documented instructions from Customer.

9.2 Data Handling and Security

Customer Data may be transmitted to Pirsonal through agreed secure methods, including file transfers, integrations, or platform access.

Pirsonal implements appropriate technical and organizational measures designed to protect Customer Data, including:

• access controls and permission management
• secure transmission protocols
• data minimization practices
• logical separation of customer data

9.3 Limited Use

Pirsonal shall not use Customer Data for any purpose other than:

• delivering the agreed Professional Services
• generating outputs requested by Customer
• supporting the operation and improvement of the Services (in anonymized or aggregated form where applicable)

9.4 Responsibility for Data

Customer remains responsible for:

• the legality, accuracy, and integrity of Customer Data
• obtaining any required consents or legal basis for processing

9.5 Data Processing Framework

Where Customer Data includes personal data, processing shall be governed by the Data Processing Addendum (DPA).

10. Intellectual Property

10.1 Pre-Existing Work

Each party retains ownership of its Pre-Existing Work.

10.2 Deliverables

Customer receives a non-exclusive, worldwide license to use Deliverables for its internal business purposes.

10.3 Pirsonal Technology

Pirsonal retains ownership of:

• its platform
• methodologies
• underlying technology
• improvements and developments

11. Warranty

Pirsonal shall perform the Professional Services in accordance with:

• the scope, deliverables, and requirements defined in the applicable SOF or Order Form; and
• any documented specifications, instructions, or agreed feedback provided by Customer

If the Professional Services do not materially conform to the agreed scope or documented requirements, Customer shall notify Pirsonal in writing within a reasonable period.

Upon such notice, Pirsonal will:

• re-perform the affected portion of the Services; or
• provide a reasonable remediation plan aligned with the agreed scope

Pirsonal shall not be responsible for non-conformity resulting from:

• incomplete, inaccurate, or late Customer inputs
• changes in scope not agreed in writing
• Customer’s failure to provide timely feedback or approvals

This section defines Customer’s sole remedy with respect to Professional Services performance.

12. Limitation of Liability

To the extent permitted by law:

• neither party is liable for indirect or consequential damages
• total liability is limited to fees paid for the affected services in the preceding twelve (12) months

13. Data Protection and Security

13.1 Data Protection

Where Customer Content includes personal data:

• Customer acts as Controller
• Pirsonal acts as Processor

Processing is governed by the Data Processing Addendum (DPA).

13.2 International Transfers

Where data is transferred outside the European Economic Area (EEA):

• Standard Contractual Clauses (EU) 2021/914 (Module 2) apply
• these are incorporated by reference

Pirsonal implements supplementary technical and organizational measures designed to ensure an appropriate level of protection, taking into account the nature of the processing and associated risks.

13.3 Security

Pirsonal maintains appropriate technical and organizational measures aligned with industry standards and its information security framework.

14. Force Majeure

Neither party is liable for delays or failure to perform due to events beyond reasonable control.

15. Miscellaneous

15.1 Independent Contractors

The parties act as independent contractors.

15.2 Assignment

Neither party may assign this Agreement without consent, except in connection with a corporate transaction.

15.3 Entire Agreement

This Agreement, together with the SOF, MSA, and DPA, constitutes the entire agreement.

15.4 Governing Law

This Agreement is governed by the laws of Spain.

The courts of Madrid shall have jurisdiction.