1. Scope of application

These General Terms and Conditions (hereinafter, "the Terms") govern the provision of professional advisory services by Blue Mountain Asesores, SLU (Tax ID: B42985432), with registered address at C/ Castello 36, 1st Floor, 28001 Madrid, Spain (hereinafter, "BMC"), to its clients.

These Terms apply to all services provided by BMC, unless the engagement letter or specific contract sets out particular conditions that supplement or supersede them. In the event of any conflict between these Terms and the particular conditions, the latter shall prevail.

Engaging any BMC service constitutes the client's full and unconditional acceptance of these Terms.

2. Description of services

BMC provides professional advisory services in the following areas, among others:

• Tax advisory: Tax planning and compliance, tax return preparation, and representation before the Spanish Tax Authority (AEAT) and other tax administrations.
• Legal advisory: Corporate, contractual and regulatory legal counsel.
• Corporate finance and M&A: Support for financing transactions, mergers, acquisitions and corporate restructurings.
• Employment and payroll management: Employment contracts, payroll administration, Social Security contributions and liaison with the Spanish Social Security General Treasury (TGSS).
• Company secretarial and administration: Corporate secretarial services, filing of annual accounts, minutes, and corporate representation.
• Outsourced CFO: External financial management, reporting, management control and strategic planning.
• Other advisory services: Any other professional service expressly agreed upon in the engagement letter.

The specific services to be provided, their scope and particular conditions will be set out in each engagement letter. Information published on the BMC website is for informational purposes only and does not constitute a contractual offer.

3. Engagement process

The professional relationship between BMC and the client is formalised through the signing of an engagement letter, which constitutes the binding contractual document. Such letter shall specify, at a minimum:

• The scope and description of the services to be provided.
• The agreed fees and payment terms.
• The anticipated timeline or delivery schedule.
• The team responsible for delivering the service.
• Any particular conditions applicable to the specific engagement.

No service shall commence without the prior signature of the corresponding engagement letter by both parties. Information on the BMC website, including service descriptions and indicative fee schedules, does not constitute a contractual offer and creates no obligation for either party until an engagement letter is signed.

4. Obligations of BMC

BMC undertakes to:

• Provide the agreed services with due professional diligence and in accordance with applicable professional and ethical standards.
• Meet the deadlines agreed in the engagement letter, or notify the client as early as practicable of any circumstance that may affect them.
• Maintain strict confidentiality over all client information, as set out in Section 7 of these Terms.
• Keep the client regularly informed of the progress of the work and of any material developments that may affect the engagement.
• Comply with all applicable regulations, including data protection law (GDPR and LOPDGDD), anti-money laundering legislation (Spanish Law 10/2010) and any other relevant sectoral regulations.
• Maintain at all times adequate professional indemnity insurance appropriate to the nature and scope of the services provided.

5. Obligations of the client

The client undertakes to:

• Provide BMC with all information, documentation and data required for the correct performance of the service, warranting that it is truthful, complete and up to date.
• Cooperate actively with the BMC team and respond to its information requests within reasonable timeframes.
• Pay fees on the dates and under the conditions agreed in the engagement letter.
• Notify BMC promptly of any change in circumstances that may be relevant to the provision of the services.
• Grant any authorisations, mandates or powers of attorney necessary for BMC to act on the client's behalf before third parties, public authorities or regulatory bodies where the engagement so requires.
• Accept full responsibility for the truthfulness, accuracy and completeness of the information provided to BMC. The quality of the advisory output will depend on the quality of the information supplied by the client.

6. Fees and payment terms

Fees for the services provided shall be those expressly agreed in the engagement letter. In the absence of a specific agreement, BMC's standard rates in force at the time of engagement shall apply.

• Invoicing schedule: Monthly, milestone-based, or otherwise, as agreed in each engagement.
• VAT: Fees stated do not include Value Added Tax (VAT), which will be charged at the applicable rate (currently 21%), unless an exemption or reduced rate applies under applicable regulations.
• Payment period: Invoices issued by BMC shall be paid within thirty (30) calendar days of the invoice date, unless otherwise agreed.
• Late payment interest: Any invoice not paid by its due date shall automatically, without prior notice, accrue late payment interest at the applicable Spanish statutory interest rate increased by two (2) percentage points.
• Suspension for non-payment: BMC reserves the right to suspend the provision of services where invoices remain outstanding and unpaid for more than thirty (30) days, without incurring any liability as a result. Prior written notice of suspension will be given to the client.

7. Confidentiality

BMC undertakes to maintain strict confidentiality over all information provided by the client in connection with the provision of the services, including financial, strategic, operational, personal and any other type of information (hereinafter, "Confidential Information").

• The confidentiality obligation extends to all employees, associates and subcontractors of BMC who have access to the client's Confidential Information.
• This obligation shall survive the termination of the engagement or the contractual relationship for any reason, without time limit, unless both parties agree otherwise in writing.
• Exceptions: The confidentiality obligation shall not apply where disclosure is required by law or by a mandatory judicial or administrative order; where the information is already in the public domain through no fault of BMC; or where the client has expressly authorised disclosure.
• BMC is additionally subject to the professional secrecy obligations established under applicable law for each of the regulated activities it carries out.

8. Intellectual property

Reports, memoranda, opinions and other documents specifically prepared by BMC in the course of an engagement shall become the property of the client once all corresponding fees have been paid in full.

Without prejudice to the foregoing, BMC shall at all times retain ownership of its methodologies, working tools, databases, know-how, internal procedures, proprietary software and any other intellectual assets that are pre-existing or developed independently of the engagement. The client acquires no rights in respect of such assets.

The client may not reproduce, distribute or make available to third parties any materials produced by BMC without its prior written consent, except where such use is inherent to the purpose of the engagement itself.

9. Data protection

Depending on the nature of the service provided, BMC will act as data controller or data processor with respect to the client's personal data, in accordance with Regulation (EU) 2016/679 (GDPR) and Spanish Organic Law 3/2018, of 5 December (LOPDGDD).

• Where BMC acts as data processor on behalf of the client, both parties shall enter into a data processing agreement as required by Article 28 of the GDPR, which shall form part of or be attached as an annex to the engagement letter.
• Where BMC acts as data controller with respect to the personal data of the client or its representatives, the processing shall be governed by our Privacy Policy.
• BMC is committed to fulfilling its respective obligations under applicable data protection law, implementing appropriate technical and organisational measures to ensure an adequate level of security.

10. Anti-money laundering compliance

BMC is a regulated entity subject to Spanish Law 10/2010, of 28 April, on the prevention of money laundering and the financing of terrorism (AML/CFT), and is subject to the customer due diligence obligations established under that law and its implementing regulations.

• The client agrees to provide, before commencement of and throughout the engagement, all documentation and information that BMC may require in order to fulfil its due diligence obligations, including identification of the ultimate beneficial owner.
• BMC reserves the right not to commence, or to terminate, an engagement if the client fails to provide the required documentation, or if the due diligence process gives rise to indications of activity contrary to AML/CFT regulations.
• BMC may make disclosures to the competent authorities as required by applicable law, without such action constituting a breach of its confidentiality obligations.

11. Limitation of liability

BMC shall be liable for direct loss and damage caused to the client as a direct result of proven professional negligence in the performance of the services forming the subject of the engagement, within the limits set out in these Terms.

• BMC holds professional indemnity insurance to cover loss arising from the conduct of its professional activities, subject to the limits and conditions of the applicable policy.
• BMC shall not be liable for loss or damage resulting from decisions taken by the client contrary to the advice provided, nor from the consequences of actions taken by the client without BMC's prior knowledge.
• BMC accepts no liability for damage caused as a direct result of incorrect, incomplete or false information provided by the client.
• As a general rule, and in the absence of fraud or gross negligence attributable to BMC, BMC's total liability to the client in connection with a specific engagement shall be limited to the total amount of fees actually invoiced and collected in respect of that engagement.
• In no event shall BMC be liable for indirect damages, loss of profit, loss of business opportunity or consequential loss, except in cases of fraud or gross negligence.

12. Duration and termination

The duration of each engagement shall be as set out in the corresponding engagement letter. In the absence of an express term, the engagement shall remain in force until the agreed services have been fully delivered.

The contractual relationship may be terminated on any of the following grounds:

• Mutual agreement: By the will of both parties at any time and on such terms as they may agree.
• Ordinary unilateral termination: Either party may terminate the engagement by written notice with a minimum of thirty (30) calendar days' prior notice.
• Termination for material breach: Either party may terminate the engagement immediately and without prior notice in the event of a material breach of obligations by the other party. In particular, repeated non-payment of invoices, submission of false documentation, and breach of AML/CFT regulations shall be deemed material breaches.
• Termination for supervening impossibility: Where performance of the service becomes impossible for reasons beyond the parties' control.

In all cases of termination, services effectively rendered up to the date on which termination takes effect shall be invoiced to the client on a pro-rata basis proportional to the work completed.

13. Force majeure

Neither party shall be liable for failure to perform its contractual obligations where such failure results from circumstances of force majeure or fortuitous events — that is, events that are unforeseeable, unavoidable and beyond the control of the affected party, including but not limited to natural disasters, armed conflict, terrorist acts, pandemics, general strikes, interruption of essential supplies or actions of public authorities.

The party invoking force majeure must notify the other party immediately and in writing as soon as it becomes aware of the event, indicating its nature and expected duration. Both parties' obligations shall be suspended for the duration of the force majeure event.

14. Notices and communications

All communications between the parties relating to the provision of services shall be in writing, preferably by email to the addresses indicated in the engagement letter. Communications shall be deemed received on the day of sending if sent on a business day before 18:00 (Spanish mainland time); otherwise, they shall be deemed received on the following business day.

For communications of particular legal significance, such as notices of termination or formal claims, these may additionally be required to be sent by registered post with acknowledgement of receipt to the registered address of the receiving party.

The parties undertake to keep the communication details indicated in the engagement letter up to date and to notify any changes as promptly as possible.

15. Applicable law and jurisdiction

These General Terms and Conditions, together with any contractual relationships arising thereunder, are governed by Spanish law, in particular by the Spanish Civil Code, the Spanish Commercial Code and any other applicable legislation.

For the resolution of any dispute or claim arising from the interpretation, performance or enforcement of these Terms or the contracts entered into thereunder, the parties expressly submit to the jurisdiction of the Courts and Tribunals of the city of Madrid, expressly waiving any other jurisdiction that may apply.

16. Amendments

BMC reserves the right to amend these General Terms and Conditions at any time in order to adapt them to regulatory or case-law developments or to changes in its service offering. Amendments will be published on the BMC website and shall take effect from the date of publication.

Amendments shall not affect engagements already in progress at the time of publication, unless both parties expressly agree to their application. New engagements shall be governed by the Terms in force at the time of signing of the engagement letter.

Last updated: 12 March 2026