Terms and Conditions

1.1. These General Terms and Conditions ("General Terms") form the governing framework for the contracting of any of the services (the "Services") offered by ABOUT FI EUROPE, S.L. ("Centinel") to any entity (the "Client(s)") via (i) the Centinel website: https://centinelfinance.io/ (the "Website") or (ii) the acceptance of a quote or service proposal (the "Proposal").

1.2. Hereinafter, Centinel and the Client shall be referred to collectively as the "Parties" and individually as a "Party."

1.3. Centinel may establish specific or special conditions with its Clients in the Proposal or during the contracting process ("Specific Conditions"). In case of contradiction between the Specific Conditions and these General Terms, the Specific Conditions shall prevail.

1.4. The Client acknowledges that it has the legal capacity to be contractually bound by these General Terms and, where applicable, the Specific Conditions, which together form an integral part of the agreement between Centinel and the Client (the "Agreement").

1.5. The Platform is intended exclusively for professional and business use. The natural person accepting these General Terms represents and warrants that they are authorized by the Client to accept them on its behalf and to fully bind the Client. If you are not authorized or do not accept these General Terms, you must not use Centinel's Services.

2.1. In addition to any other defined terms in these General Terms, the following terms shall have the following meanings for the purposes of this Agreement:

• "Platform": Refers to the software owned by Centinel provided under a software-as-a-service (SaaS) model, including the Modules contracted by the Client, in accordance with the terms and conditions of this Agreement.
• "Module(s)": Refers to extensions of the Platform that offer different independent or complementary functionalities and features, which form an integral part of the Platform and are subject to the same access and usage conditions as set out in this Agreement.
• "Service(s)": Refers to access to and use of the Platform and any related services provided by Centinel.
• "Intellectual Property Rights": Refers to all intellectual and industrial property rights, including copyrights, patents, trademarks, algorithms, source and object code, scripts, designs, concepts, documentation, diagrams, user manuals, instructions, trade and business secrets, and any other intellectual or industrial property rights recognized in any country or jurisdiction.
• "Authorized Users": Refers to both the person designated by the Client as the account administrator and the Client's personnel or third parties authorized by the Client to access the Platform for professional use.

3.1. Commencement of Agreement. This Agreement shall come into effect upon the Client's acceptance of these General Terms and, where applicable, the Service's Specific Conditions. Specifically, when the contract is executed online via the Website, the start date of the Agreement shall be the date on which the Client is notified of the contract confirmation and granted access to the Platform. For contracts formalized through a Service Proposal, the start date shall be the date of acceptance of the Proposal.

3.2. Term and Termination. This Agreement shall remain in force indefinitely until terminated by either the Client or Centinel under the following circumstances:

• 3.2.1. The Client may terminate this Agreement at any time by canceling its subscription, in accordance with Clause 5.3.
• 3.2.2. In the event of a breach of any of the provisions of these General Terms by the Client, Centinel reserves the right to terminate the Agreement, deactivate or block the Client's access to the Platform and/or Services, in whole or in part, either temporarily or permanently, without prior notice, compensation, or refund, and without prejudice to any legal actions that Centinel may pursue against the Client.
• 3.2.3. This Agreement may also be immediately terminated by either Party if required by court order or due to legal circumstances rendering its performance impossible.

4.1. License. Subject to compliance with and the duration of the Agreement, Centinel grants the Client and its Authorized Users a non-exclusive, non-transferable, and non-sublicensable license to access and use the Platform remotely for its internal business purposes, and limited to the conditions of the Agreement.

4.2. Usage Restrictions. The Client agrees not to: (i) reproduce, whether temporarily or permanently, all or part of the Platform (or attempt to do so); (ii) create or attempt to create by reverse engineering, disassembly, decompilation, or by any other means, the source code, ideas, algorithms, structure, or underlying organization of the Platform or any part thereof, or assist or allow others to do so, except to the extent expressly permitted by applicable law; (iii) remove or alter any trademarks, logos, copyright notices, or other proprietary markings on the Platform; (iv) copy, modify, or create any derivative work of the Platform or any part thereof; (v) bypass, circumvent, disable, damage, decrypt, or otherwise evade any technological protection measure implemented by Centinel, any of its suppliers, or any third party (including other users) to protect the Platform; (vi) hack, disable, disrupt, or gain unauthorized access to any part of the Platform, or attempt any of the foregoing; (vii) interface or integrate with third-party services or software without Centinel's prior written authorization; (viii) assign, sell, lease, or otherwise transfer the license to the Platform without Centinel's prior consent; (ix) use or access the Platform for any competitive purpose; (x) use the Services for benchmarking purposes; (xi) violate any applicable law or regulation; or (xii) encourage or permit any other person to do any of the above. The Client must impose the same restrictions on its Authorized Users.

4.3. Access Credentials. The Client is responsible for maintaining the confidentiality of any access credentials to the Services. The Client agrees to notify Centinel if it becomes aware of a potential security breach, such as the unauthorized disclosure of its access credentials. The Client shall be responsible for all actions carried out using its credentials, even if performed by third parties due to unauthorized access.

4.4. Access Management. The Client is solely responsible for managing and controlling Authorized Users' access to the Platform. This includes, but is not limited to, the creation, modification, and deletion of user accounts, as well as the assignment of permissions and access to the Platform and Services.

4.5. Legal Compliance. Centinel has the right to investigate violations of these restrictions and may consult and cooperate with law enforcement authorities to prosecute users who violate the law. The Client authorizes and empowers Centinel, as well as any specialized firms contracted and authorized by Centinel, to perform audits on the Client's premises and systems to verify compliance with the terms and conditions of this Agreement. The Client undertakes to provide direct and unrestricted access to the facilities, systems, documents, and/or information required. If usage limits set in the Specific Conditions are exceeded, Centinel may charge accordingly based on actual usage.

4.6. Third-Party Components. The Client acknowledges and accepts that the Platform may contain third-party software components (including open-source software), which shall be subject to their own license terms. Centinel agrees to only use third-party software with license terms compatible with this Agreement. Centinel will hold the Client harmless from any liability, damage, loss, expense, or cost ("Damages") incurred by the Client, arising from any claim, demand, or legal action by third parties alleging that the use of such third-party software in the context of the Services infringes or violates intellectual property rights or other third-party rights. In such cases, Centinel may, at its discretion, replace the third-party software or, if not possible, offer an alternative that enables the continued provision of the Services in accordance with this Agreement.

Furthermore, Centinel uses artificial intelligence technologies provided by third parties to process and analyze the information entered into the Platform with the goal of optimizing management, automating responses, and extracting relevant data to improve the Client's experience. Any information that may be shared with AI technology providers will be anonymized and will not contain personal data.

5.1. Fees. The Client agrees to pay the amounts of fees, charges, and costs incurred in connection with the use of the Services, as established in the Specific Conditions during the contracting process or, as the case may be, in the Proposal. These shall be determined based on the Modules, services, and features agreed upon between the Parties (the "Fees").

5.2. Payment Method. The Fees shall be periodic (monthly, quarterly, annually, or any other agreed term) and will be charged automatically at the beginning of each billing cycle. The Client expressly authorizes Centinel to carry out these automatic charges using the payment method provided. This authorization includes, but is not limited to, periodic, one-time, or recurring payments, and any other charges related to this Agreement. The Client agrees to keep its bank account or card information up to date and will immediately notify Centinel of any changes to such information.

5.3. Subscription Cancellation. The Client may cancel its subscription to this Agreement at any time, provided the cancellation is made at least one (1) month before the end of the current billing cycle. If this deadline is not met, the cancellation will take effect in the next billing cycle. Cancellation does not exempt the Client from the obligation to pay the applicable Fees up to the effective cancellation date, as established in this Agreement.

5.4. Taxes. In addition to the agreed Fees, the Client shall be responsible for any applicable taxes or additional charges, including but not limited to VAT, sales taxes, withholding taxes, or other similar charges required under applicable law.

5.5. Invoices. Invoices will be available for download directly from the Platform or, failing that, will be sent by email to the address provided by the Client.

5.6. Changes to Fees. Centinel reserves the right to change or modify the Service Fees, upon reasonable notice to the Client. Continued use of the Services after such notice shall constitute acceptance of the new Fees.

5.7. Refunds. The Client agrees that payment of the Fees shall not entitle it to refunds or credits once made, unless required by applicable law or otherwise specified in this Agreement.

5.8. Suspension for Non-Payment. Centinel reserves the right to suspend or terminate access to the Services due to non-payment of Fees related to the Services. Such suspension may result in temporary interruption of access until all outstanding Fees are paid in full.

5.9. Trial Period. Centinel reserves the exclusive and discretionary right to offer the Client a trial period or free trial (the "Free Trial") for the Services. The Free Trial shall be for a limited duration, starting when the Client is granted access to the Platform. Once the Free Trial ends, if the Client has not canceled the subscription, it will be deemed to have accepted continued use of the Platform and the agreed Fees in the Specific Conditions will apply. The Client acknowledges that there may be certain restrictions during the trial period. During this period, either Party may terminate the Agreement without penalty or further obligation, by giving written notice to the other Party before the end of the Free Trial.

6.1. Payment Service Provider. The Client acknowledges that payments made through the Platform will be processed by an external payment service provider. Therefore, the Client must review and accept the terms and conditions of the payment service provider before making any transaction.

6.2. Payment Limits. Centinel reserves the right to establish limits on the number or amount of payments allowed through the Platform, whether per transaction, per time period, or according to any other criteria it determines at its discretion. Such limits will be specified in the Specific Conditions.

7.1. Optional Activation. The Gmail Integration Module is an optional feature of the Platform that allows the Client to connect their Gmail account via the Gmail API. This Module is only activated upon the Client's express consent through the Google OAuth flow.

7.2. Purpose of Access. When enabled, the Module scans the Client's Gmail inbox for emails that may contain financial documentation (such as invoices or receipts). The only data accessed includes: Email subject, Sender, Date, Body content, Attachments. This data is accessed solely to extract relevant financial and accounting information and process it within the Platform to automate bookkeeping, reporting, or invoice classification tasks.

7.3. Data Handling and Retention. Centinel does not use Gmail data for any purpose other than the provision of the Services. In particular:

• Gmail data is not stored beyond what is strictly necessary to deliver the requested functionality.
• Gmail data is not used for advertising, marketing, analytics, or service improvement.
• Gmail data is not shared or sold to any third parties.

7.4. Limited Use Compliance. Centinel's use of Gmail data complies with the Google API Services User Data Policy, including the Limited Use requirements. In particular:

• Gmail data is used only to provide user-facing features visible to the Client.
• No human reads Gmail data unless authorized by the Client for support or security purposes.

You can access Google's API Services User Data Policy, including its Limited Use requirements, at https://developers.google.com/terms/api-services-user-data-policy.

8.1. Availability. Centinel shall make commercially reasonable efforts to ensure the availability and proper functioning of the Platform, aiming for 24/7 service availability. However, the Client acknowledges that interruptions, errors, or failures may occur due to various factors, including but not limited to scheduled maintenance, updates, technical failures, force majeure, or causes beyond Centinel's control.

8.2. Maintenance. Centinel may carry out maintenance, updates, or improvements to the Platform, which may temporarily affect its availability. Where possible, such tasks will be scheduled to minimize impact on the Client, although this cannot always be guaranteed, nor can total avoidance of service impact. Likewise, Centinel will, whenever possible, give the Client reasonable advance notice of any scheduled maintenance that may significantly affect the Services.

8.3. Technical Support. Technical support for the Client shall be available Monday to Friday, from 9:00 AM to 6:00 PM (excluding national or local public holidays and non-working periods). Any support request submitted outside of the stated hours will be addressed on the next available business day. Centinel does not guarantee specific response times or immediate issue resolution, but commits to making reasonable efforts to attend to and resolve reported problems as quickly as possible.

8.4. Support Channels. The Client may contact technical support via the email address: support@centinel.finance and any other contact methods made available for such purposes.

8.5. Backups. Centinel will perform backups of the information stored on the Platform, but does not guarantee that all information will be fully recoverable in the event of loss, damage, or failure. Therefore, the Client is responsible for performing its own periodic backups to protect its information.

8.6. Exclusions. Any incident resulting from the Client's misuse, incorrect configurations, or actions outside the intended use of the Platform will not be covered by standard support. In such cases, Centinel reserves the right to charge separately for the additional support services required to resolve the issues.

9.1. Platform. Centinel is the owner (or authorized licensee) of all Intellectual Property Rights related to all components of the Services, including the Platform and its elements (source code, object code, interfaces, design, structure, functionalities, databases, documentation, and any other component), and any specific adaptations, updates, or derivative works thereof made by Centinel and made available to the Client under this Agreement. The Client acquires a limited right to use the Platform and the Services for the contracting entity and during the term of this Agreement, provided its terms are met. This Agreement does not grant the Client the right to assign, transfer, or authorize the use of the license or the Services to third parties, except for Authorized Users, nor to use them for purposes other than those established herein.

9.2. Client Data/Information. The Client may provide certain data, information, or content ("Client Data") to Centinel while using the Services. The Client retains ownership of all Client Data. By providing Client Data, the Client grants Centinel a non-exclusive, worldwide, royalty-free license to use, modify, reproduce, distribute, analyze (and create derivative works based on Client Data), and display such data for the purpose of providing the Services. The Client shall be solely responsible for the accuracy, completeness, legality, and reliability of the Client Data and warrants that the Client Data does not and will not infringe any third-party rights, including but not limited to intellectual property and privacy rights. The Client understands and agrees that any loss or damage of any kind resulting from non-compliance with this clause by the Client or any of its Authorized Users shall be the Client's sole responsibility.

9.3. Use of Client Trademarks. Centinel is authorized to use the Client's trade name and registered trademarks ("Client Trademarks") for advertising purposes related to the promotion of the Services provided by Centinel. Such use will be carried out respectfully, without altering the Client Trademarks or harming the Client's reputation. The Client reserves the right to revoke this authorization at any time by written notice to Centinel.

9.4. Feedback. If the Client provides Centinel with suggestions or ideas for modifying or improving the Services ("Feedback"), the Client assigns and agrees to assign to Centinel all rights, title, and interest in such Feedback, including all associated Intellectual Property Rights. Accordingly, Centinel shall have the right to use any Feedback in any manner and for any purpose without requiring the Client's permission or offering any compensation for such use.

10.1. Confidential Information. The Parties agree to maintain the confidentiality of all information provided to them or to which they have access during the term of this Agreement, whether of a technical, commercial, financial, or other nature, which is not publicly available and which, by indication or by its nature, may reasonably be considered confidential ("Confidential Information").

10.2. Use and Protection of Confidential Information. Neither Party may disclose, reveal, distribute, share, or use the Confidential Information for purposes other than those established in this Agreement, without the prior written consent of the other Party. This confidentiality obligation shall remain in effect even after the termination of the Agreement. The Parties may disclose Confidential Information only to their employees, agents, or subcontractors who need to know it for the proper execution of this Agreement, provided that such employees, agents, or subcontractors are subject to confidentiality obligations equivalent to those set forth herein. The Parties agree to treat the Confidential Information of the other Party with the same level of protection and care they apply to their own confidential information, and in no case shall such level be lower than the reasonable minimum required to ensure its security.

10.3. Exclusions. Information shall not be considered Confidential Information if: (i) it is or becomes publicly available without breach of this Agreement; (ii) it was disclosed to the receiving Party without restriction by a source not bound by a confidentiality obligation; or (iii) it was independently developed by the receiving Party without using the Confidential Information of the other Party.

11.1. Processing of Personal Data. The Client acknowledges and agrees that Centinel will process the personal data provided in accordance with applicable data protection legislation. The processing of such data shall be carried out in accordance with the Privacy Policy.

11.2. Client Data. The processing of Client Data by Centinel shall be conducted with full confidentiality and using security measures that ensure its confidentiality, integrity, and availability. In this regard, the processing of personal data contained in Client Data as a result of the provision of Services shall be governed by the Data Processing Agreement.

12.1. Disclaimer of Warranties. THE SERVICES AND THEIR CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THEREFORE, THE USE OF THE SERVICES OR PLATFORM IS UNDER THE SOLE RESPONSIBILITY OF THE CLIENT, WHO SHALL BE SOLELY RESPONSIBLE FOR ITS DECISIONS AND THE USE OF THE INFORMATION PROVIDED. CENTINEL DOES NOT GUARANTEE SPECIFIC RESULTS NOR THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE DATA GENERATED THROUGH THE PLATFORM. FURTHERMORE, CENTINEL DOES NOT GUARANTEE CONTINUOUS OR UNINTERRUPTED AVAILABILITY OF THE SERVICES OR PLATFORM, AS INTERRUPTIONS MAY OCCUR DUE TO NETWORK PROBLEMS, COMPUTER FAILURES, OR OTHER CIRCUMSTANCES BEYOND ITS CONTROL.

12.2. Limitation of Liability for AI Models. The Client acknowledges that external artificial intelligence (AI) models are used to provide the Services (see Clause 4.6), which, although designed to be accurate, may occasionally produce errors or inaccuracies. The Client agrees to carefully review all AI-generated information before making any decisions based on it. Centinel shall not be liable for any erroneous results arising from the use of such models.

12.3. Indemnification. The Client agrees to indemnify and hold Centinel harmless from any liability arising from the use of the Platform or Services, as well as from any breach of this Agreement. In this regard, Centinel shall not be liable for any damage, loss, cost, or harm, whether direct, indirect, or consequential, resulting from the use of the information generated, including but not limited to:

• a) Errors in the interpretation of the information provided by the Client.
• b) Decisions made by the Client based on such information.
• c) Errors or failures in the Services or the Platform.
• d) Economic losses or reputational damage suffered by the Client.

12.4. Maximum Liability. To the extent permitted by law, the total liability of Centinel, its partners, and personnel for any damage, injury, or claim arising from the Services shall be limited to the total amount of the Fees paid by the Client to Centinel under this Agreement during the twelve (12) months immediately preceding the event giving rise to such liability.

12.5. Force Majeure. Neither Party shall be held liable for failure to fulfill its obligations if such failure is due to causes beyond its reasonable control, such as natural disasters, strikes, wars, legal restrictions, or other force majeure events. The affected Party must notify the other immediately, provide details of the cause, and make reasonable efforts to overcome the situation, fulfilling its obligations to the extent possible.

14.1. Modification of the Services. Centinel reserves the right to add, modify, or suspend any feature, function, or tool within the Platform or the Services, at its sole discretion and without prior notice. However, in the event of material adverse changes to the core functions of the Services, Centinel will notify the Client via the Platform or by email with reasonable prior notice and will offer the possibility to terminate the Agreement if such changes substantially affect the functionality or intended use of the Platform.

14.2. Modification of the General Terms. Centinel reserves the right to modify these General Terms at any time and without prior notice. Such modifications shall take effect on the date of their publication on the Website or, as the case may be, on the date indicated. Centinel shall notify the Client of any changes and the effective date thereof. The Client may terminate the Agreement if it does not wish to continue using the Services under the new version. In any case, continued use of Centinel's Services shall constitute acceptance of the modified Agreement.

15.1. Headings. The clause headings are provided for illustrative purposes only and shall have no legal effect.

15.2. Assignment. The Client may not assign or transfer this Agreement without Centinel's prior written consent. However, Centinel may assign or transfer the Agreement without the Client's consent, provided that the Client is notified in writing in advance of such assignment. Upon completion of the assignment, any reference to the assigning Party in this Agreement shall be understood as a reference to the assignee(s).

15.3. Entire Agreement. This Agreement supersedes and replaces all prior discussions, promises, understandings, and agreements related to the Services that are not expressly confirmed in this Agreement.

15.4. Severability. If any provision of this Agreement is determined to be unenforceable or invalid, the remaining provisions shall not be affected and shall remain in full force and effect.

15.5. Independence. Centinel shall at all times act as an independent contractor, and not as an employee or agent of the Client, in the performance of this Agreement.

15.6. Waivers. The failure of either Party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of both Parties to be effective.

16.1. Applicable Law. The terms of this Agreement shall be governed by and interpreted in accordance with the laws of Spain in all respects.

16.2. Jurisdiction. The Parties mutually agree that, to the extent reasonably possible, any dispute arising in relation to or deriving from this Agreement shall be resolved through mutual negotiations and consultations. In the event that no satisfactory resolution is reached, such dispute shall be submitted to the courts of the city of Barcelona.