Agency Agreement Offer – Caterizi Spain, edition dated “11” June 2025

Natalia Babkina, acting as an individual entrepreneur (autónomo) under the brand Caterizi, NIE Y5479825C, registered in Spain, hereinafter referred to as “Caterizi” or the “Agent”, hereby offers to any legal entity or individual entrepreneur meeting the conditions of this agreement (hereinafter referred to as the “Partner”) to accept this offer and conclude an agreement on the terms set forth below. This agreement (public offer) is posted on the Internet on the official website of the Caterizi platform (hereinafter referred to as the “Website”). The agreement is considered concluded and enters into force for the Partner who has accepted the offer in the manner established by Section 7 of this agreement. Acceptance of this agreement means full and unconditional acceptance of all terms of the offer and is equivalent to an agreement concluded in written form.

1. Subject of the Agreement

1.1. Agency Services. On behalf of the Partner, Caterizi, for the remuneration specified in Section 2 of this agreement (hereinafter referred to as the “Remuneration” or “Commission”), undertakes to provide the Partner with a set of agency services aimed at finding, informing, and attracting potential buyers – individuals or legal entities (hereinafter referred to as “Buyers”), and organizing the conclusion of transactions for the purchase of goods and/or services of the Partner (hereinafter referred to as the “Partner’s Products”) by such Buyers. The Agent provides the specified services on its own behalf but at the expense of the Partner, unless otherwise expressly provided for in this agreement. All sales contracts for the Partner’s Products with Buyers are concluded directly between the Partner and the Buyer; Caterizi is not a party to such contracts but only an intermediary providing the Partner with agency services for their conclusion.

1.2. Legal Capacity of the Partner. The Partner guarantees that it is a duly registered and lawfully operating legal entity or individual entrepreneur, entitled to engage in the production and/or sale of the Partner’s Products, and possesses all necessary licenses, permits, and approvals required by applicable law for such activity.

1.3. Information Placement on the Platform. Caterizi places information about the Partner and the Partner’s Products on the platforms it uses, including the website caterizi.com, mobile applications, information and contact centers, and other channels used to attract Buyers (hereinafter collectively referred to as the “Platform” or “Caterizi Platforms”). The order and format of publishing information about the Partner on the Platform are determined by the Agent at its sole discretion. The Agent has the right to modify, edit, and format the materials provided by the Partner about the Partner’s Products (for example, correct typos, bring to a uniform style), and also to refuse to place any information if it violates the terms of this agreement, the law, or is deemed unacceptable due to content quality concerns.

1.4. Provision of Materials. The Partner undertakes to provide Caterizi with all necessary information and materials about the Partner’s Products for placement on the Platform (including, but not limited to: assortment, menu, service descriptions, prices, photos, delivery terms and areas, hours of operation, etc.) in the format and manner requested by the Agent. The Partner guarantees the accuracy, relevance, and completeness of the information it provides. The Partner also undertakes to promptly inform the Agent by email of any changes to the information published on the Platform (including changes in prices, menu, delivery terms and zones, hours of operation, contact details, etc.), as well as any technical or other issues that hinder the proper execution of orders received through the Platform. In case of violation of this obligation and the placement of inaccurate or outdated information on the Platform, Caterizi is not liable for the related risks and losses, and the Partner is obliged to settle the resulting Buyer claims independently.

1.5. Right to Use Partner’s Materials. For the purposes of fulfilling this agreement, the Partner grants Caterizi the right to use any intellectual property objects and materials of the Partner submitted for placement on the Platform or created by the Agent in coordination with the Partner (including names, trademarks, logos, dish descriptions, photos, and any other elements related to the Partner’s Products). This right is granted within the territory of all EU countries for the duration of this agreement and solely for the proper execution of the agreement by the Agent. The Partner affirms that it has all the necessary rights to the materials it provides and that their use by the Agent on legal grounds does not violate the rights of third parties.

1.6. Best Price Guarantee. The Partner undertakes to set prices for its Products for Buyers on the Platform no higher than the prices at which the same Products are offered by the Partner through other sales channels (own website, offline outlets, third-party services, etc.). The Partner guarantees that the terms of sale and prices for the Partner’s Products on the Platform will be no less favorable for Buyers than the conditions offered by the Partner on other resources (lowest price guarantee). All promotions and discounts provided by the Partner through other channels automatically apply to Caterizi Buyers. At the same time: (i) If the Buyer finds and provides Caterizi with evidence of the existence of an offer of the Partner’s Products at a lower price than indicated on the Platform, Caterizi has the right at its discretion to refund the Buyer the difference between the cost of their order placed on the Platform and the price calculated at the lower rates found by the Buyer. Regardless of the exercise of this right, Caterizi also has the right to demand from the Partner reimbursement of all losses incurred in connection with the breach of the price guarantees, as well as the payment of a penalty equal to the total amount of orders transferred by Caterizi to the Partner during the calendar month preceding the month in which such a demand is made; (ii) Caterizi has the right to independently or with the involvement of third parties verify the Partner’s compliance with the obligations set out in this clause (including using the “mystery shopper” method). If Caterizi or a party it engages finds that the Partner’s Products are offered at lower prices than on the Platform, Caterizi has the right to demand from the Partner payment of the aforementioned penalty and full compensation for losses as per clause 3.3 of this agreement.

1.7. Partner's Obligations to Fulfill Orders. The Partner assumes full responsibility for the proper and timely fulfillment of all Buyer orders received through the Platform and accepted by the Partner. The Partner undertakes to provide services and/or deliver the Partner’s Products of appropriate quality, within the agreed timeframes and volumes, in accordance with the terms of the order, legal requirements, and standard service norms customary in the relevant industry. The Partner guarantees polite and professional behavior from its employees, couriers, drivers, and other representatives interacting with Buyers in the course of fulfilling orders.

1.8. Handling Buyer Claims. The Partner bears full responsibility to Buyers for the quality and safety of the Partner’s Products and for the proper fulfillment of its obligations under contracts with Buyers. In case of any claims, complaints, or demands from Buyers related to the Partner’s Products or order fulfillment (including claims based on consumer protection laws), the Partner is obliged to review and resolve them directly and at its own expense, without redirecting such claims to the Agent. The Partner must make every effort to settle disputes with Buyers out of court. If Caterizi incurs expenses due to improper order fulfillment by the Partner (for example, a refund or other compensation to the Buyer), the Partner must reimburse the Agent for all such expenses and losses as provided in clause 3.3 below.

1.9. Buyers’ Personal Data. The Partner may not use a Buyer’s personal data received from Caterizi or through the Platform for any purposes other than fulfilling that Buyer’s specific order. The Partner undertakes to comply with applicable personal data protection laws (including, where applicable, the EU GDPR Regulation) regarding information about Buyers. In particular, without the Buyer’s consent, it is prohibited to use their contact details for sending advertising materials, direct offers bypassing the Platform, or any other communications not related to fulfilling the current order.

1.10. Prohibition of Platform Circumvention. The Partner is prohibited from using information obtained through the Platform (including details about Buyers, their orders, and contact information) to divert Buyers away from the Platform or to encourage them to place future orders directly with the Partner, bypassing the Platform, in order to avoid paying the Commission. Such actions are considered a material breach of this agreement. If such a violation is discovered, Caterizi has the right to suspend the agreement, block the Partner's account, and/or terminate the agreement unilaterally, as well as to demand compensation for damages.

1.11. Order Payment Methods. Order payment by the Buyer is carried out as follows:

1.11.1. Deposit through the Platform. When placing an order on the Platform, the Buyer pays a deposit of 30% of the total order cost. The deposit is paid exclusively through the Platform (e.g., by bank card or another online payment method available on the Website). This deposit payment serves as confirmation of the order and reservation of the Partner's services. If the Buyer fails to make the deposit payment properly via the Platform, the order is not considered confirmed and may be canceled. The deposit is transferred to the Agent, who automatically withholds the Commission due (see Section 2) from this amount and undertakes to transfer the remaining portion of the deposit to the Partner as specified in this agreement.

1.11.2. Balance Payment Directly to the Partner. The remaining 70% of the order cost is paid by the Buyer directly to the Partner under the terms agreed between the Buyer and the Partner (for example, cash payment upon order delivery, bank transfer to the Partner’s account before or after service provision, or another agreed method). The Partner is solely responsible for collecting the remaining payment from the Buyer. Caterizi is not an intermediary in this balance payment and is not liable for the Buyer’s fulfillment of payment obligations for this amount.

1.12. Changes to Payment Methods. Caterizi has the right to introduce other methods and schemes for Buyers’ order payments. Any changes to the payment procedure (e.g., the possibility of full prepayment through the Platform, connection of new payment services, changes to the deposit amount, etc.) will be communicated to the Partner by making the corresponding changes to this agreement and/or via information posted on the Platform. The Partner is obliged to monitor such changes in the manner provided in clause 7.4 of the agreement.

2. Agent’s Remuneration and Settlements Between the Parties

2.1. Commission Amount. For the services rendered under this agreement, the Partner shall pay Caterizi a remuneration in the form of an agency commission of 15% of the total cost of each order transferred to the Partner through the Platform. The said Commission is calculated based on the full cost of the order (including VAT or similar taxes, if applicable) and is automatically withheld by the Agent from the funds paid by the Buyer through the Platform. The 15% Commission applies to each order, regardless of the type of the Partner’s Products and the Buyer’s payment method. All Commission amounts are indicated including any applicable taxes (including VAT) in accordance with the law.

2.2. Commission Calculation Procedure. Caterizi calculates the Commission amount for each specific order immediately after receiving payment from the Buyer through the Platform (deposit payment or full prepayment, if applicable), based on data recorded by the Platform tools. Caterizi keeps a record of all orders transferred to the Partner and the Remuneration accrued for them. The Partner has access to information about the commission amounts for their orders via their personal account or through Agent’s reports.

2.3. Order Fulfillment Confirmation. At the time of execution of a specific order by the Partner (date and time of delivery/service provision), Caterizi may send a request to the Partner to confirm the fact of the order fulfillment – electronically (e.g., via the Partner’s personal account interface on the Platform or via email). The Partner must, without undue delay and no later than within 1 (One) day, confirm that the order was fulfilled or notify the Agent of the impossibility of fulfilling the order or of a failure to fulfill the order with reasons stated. If the Partner does not provide a justified refusal or notification of an issue within 1 day from Caterizi's request, the Agent’s services in attracting the respective order are considered duly rendered and accepted by the Partner, and the Commission for such order is payable in full.

2.4. Service Delivery Report. At the end of each reporting period (by default – a calendar month, unless a different period is set by Caterizi), the Agent prepares a Service Delivery Report (report of transferred orders and the amount of accrued Remuneration) for the elapsed period. The Report is sent to the Partner electronically (a scanned copy of a document signed by the Agent or an electronic document signed with an electronic signature) to the official email address of the Partner specified in the Application-Questionnaire or other registration profile. The Partner shall review, sign, and return the signed copy to the Agent (as a scanned copy via email) within 3 (Three) working days of receipt. In case of disagreement with the data in the Report, the Partner must send written objections to the Agent within the same period. If the Partner fails to provide the signed Report or reasoned objections within the specified period, the Report is deemed fully accepted by the Partner without comments, and the data contained therein are considered final for the parties.

2.5. Remuneration Payment to the Partner. The funds received by the Agent from Buyers as payment for orders (deposit payments and other receipts through the Platform), minus the due Commission, shall be transferred to the Partner. Caterizi undertakes to transfer the respective amount (remaining after deduction of the Commission) to the Partner within 2 (Two) working days from the moment the relevant payment is received from the Buyer. The transfer is made via bank transfer to the Partner’s bank account specified in their registration data (or by another agreed method). Important: In case of an unresolved claim from the Buyer regarding an order (e.g., a dispute about the quality or volume of the Partner’s Products), Caterizi has the right to suspend the transfer of funds related to that order to the Partner until the dispute is resolved (see also clause 6.3). After the claim is resolved, the amount shall be transferred to the Partner without undue delay, minus any amounts that may be refunded to the Buyer or withheld in favor of the Agent under the terms of the agreement.

2.6. Commission Payment for Direct Order Payments. The parties assume that the primary method of ensuring Commission payment is the deposit payment mechanism through the Platform (clause 1.11.1). If the Buyer paid the order directly to the Partner in violation of the established procedure (e.g., the Buyer did not pay the deposit through the Platform, or the Partner accepted full payment from the Buyer bypassing the Platform), the Partner in any case must pay the due Commission to Caterizi for such order. The Commission for direct order payments is calculated based on the full cost of the order (15% of the amount paid by the Buyer). The Partner must transfer the Commission amount to Caterizi's account no later than 5 (Five) working days from the receipt of the relevant invoice or demand from the Agent. The Agent, in turn, has the right to issue an invoice for the Commission unilaterally, based on the Platform's data about the transferred order, and the Partner undertakes to pay such invoice within the specified period. Failure to pay or delayed payment of the Commission is regarded as a breach of the Partner’s material obligations and entails the consequences provided in Sections 3 and 4 of the agreement.

2.7. Settlements and Deductions. Commission payment is considered made by the Partner either at the moment the corresponding amount is withheld by the Agent from the payment received from the Buyer (clause 2.1), or when funds are credited to Caterizi’s account (in cases provided for in clause 2.6). All settlements between the parties are carried out in euros (EUR), unless otherwise specified by additional agreements. The Partner agrees that Caterizi has the right to unilaterally withhold due amounts – Commissions, penalties, fines, and other payments – from any funds received by the Agent to be transferred to the Partner (see also clause 3.5 below).

3. Liability of the Parties

3.1. General Liability Provisions. For non-performance or improper performance of obligations under this agreement, the parties shall be liable in accordance with the provisions of this agreement and applicable legislation. The responsible party must compensate the other party for all documented losses incurred as a result of such violation. The payment of penalties (fines, late fees) and compensation for damages does not release the party from fulfilling its contractual obligations in kind, if performance is still possible.

3.2. Suspension of Services (Account Blocking). In the event the Partner violates its obligations under the agreement (including but not limited to: violation of the Remuneration payment terms provided in Section 2; breach of warranties and requirements in Section 1; abuse of the right to refuse orders; disclosure of confidential information; violation of Platform usage rules, etc.), Caterizi has the right to unilaterally suspend the provision of services under the agreement. Suspension may include, among other things, temporary blocking of the Partner’s account on the Platform and/or removal of information about the Partner and its Products from the Platform until the violations are remedied and consequences resolved by the Partner. The Agent notifies the Partner of the blocking and its reasons via email. Blocking the account does not release the Partner from the obligation to fulfill already accepted orders or other obligations arising from the agreement.

3.3. Compensation for Agent’s Losses. Upon written request from Caterizi, the Partner must compensate the Agent for all losses and expenses incurred by Caterizi due to the Partner’s violations of the agreement and/or due to claims, lawsuits, or demands from third parties (including Buyers) resulting from the Partner’s actions or omissions. In particular, the Partner reimburses Caterizi for amounts refunded by the Agent to Buyers (e.g., in settlement of claims regarding product quality or order non-compliance), as well as other compensation paid by the Agent to Buyers due to violations committed by the Partner. The written request for compensation must include a calculation and, where possible, supporting documents; the Partner undertakes to satisfy a justified claim from the Agent within the period specified in such request (but not less than 5 working days).

3.4. Limitation of Agent’s Liability. The parties agree that Caterizi shall not be liable for loss of profit, indirect or consequential damages of the Partner, including possible reduction in sales volume, reputational losses, etc. Under no circumstances shall the Agent be liable for the Partner’s fulfillment of its obligations to Buyers and third parties. The maximum liability of Caterizi under this agreement is limited to the amount of Remuneration actually received by the Agent from the Partner (or withheld from Buyer payments) in relation to the obligation that gave rise to the Partner’s claims. This limitation shall not apply in cases where such limitation is prohibited by law.

3.5. Offsetting and Deductions. Caterizi has the right to withhold (by way of offset) any amounts due to it under the agreement – Remuneration, fines, penalties, damages – from the funds to be transferred to the Partner. The Agent may unilaterally offset mutual monetary claims in full, including in advance (before the due date of the Partner’s payment obligation), in order to avoid an unjustified unpaid debt balance of the Partner to the Agent.

3.6. Force Majeure. The parties shall not be held liable for partial or full failure to perform their obligations under this agreement if such failure results from force majeure circumstances that directly affect the performance of the agreement. Force majeure events include extraordinary and unavoidable events under the given conditions, which are beyond the reasonable control of the parties, including but not limited to: natural disasters, fires, floods, wars, military actions, terrorist acts, riots, actions or acts of public authorities, enactment of legal regulations that render performance of the agreement illegal, etc. The party experiencing force majeure circumstances must notify the other party in writing within a reasonable period about the beginning and end of such events. During the period of force majeure, the party’s obligations are suspended without application of penalties. If force majeure circumstances continue for more than 60 (Sixty) calendar days without interruption, either party has the right to unilaterally terminate further performance of the agreement by notifying the other party in writing. In the event of termination of the agreement for this reason, the parties shall perform mutual settlements for obligations already fulfilled, without any penalties for termination.

4. Term and Termination of the Agreement

4.1. Term of the Agreement. This agreement enters into force from the moment it is accepted by the Partner and is concluded for a period of 1 (One) year from the date of conclusion. Upon expiration of the said term, the agreement is automatically extended (prolonged) each time for another 1 (One) year on the same terms, unless either party sends the other party a written notice of termination of the agreement no later than 1 (One) month prior to the relevant calendar end date of the agreement. The number of extensions is not limited, so the agreement may remain in effect through repeatedly renewed one-year terms.

4.2. Early Termination at the Initiative of the Agent. Caterizi has the right to terminate this agreement at any time unilaterally and out of court (to fully cease cooperation with the Partner) by notifying the Partner at least 2 (Two) weeks prior to the intended termination date. The notice is sent in writing (via email to the Partner's address registered with the Agent). Termination of the agreement at the initiative of the Agent is permitted subject to completion of all mutual settlements between the parties as of the termination date. In case of termination under this clause, the Partner is obligated to fulfill all its obligations to Buyers under orders transferred to it by the Agent prior to the termination date (inclusive). Caterizi, in turn, has the right to stop accepting new orders for the Partner from the moment the termination notice is sent or from another date specified in the notice.

4.3. Early Termination at the Initiative of the Partner. The Partner has the right to demand early termination of this agreement unilaterally only in the cases and procedures explicitly provided by imperative norms of applicable legislation or by this agreement. In other cases, unilateral refusal of the Partner to perform the agreement is not allowed without the Agent’s consent. The Partner may stop accepting new orders through the Platform only after proper fulfillment (or proper cancellation by agreement with Buyers) of all previously accepted but unfulfilled orders as of the moment of termination.

4.4. Unjustified Refusal by the Partner (Penalty for Refusal). The parties, acting in accordance with applicable law, agree that unilateral refusal by the Partner to perform its obligations under the agreement (including but not limited to: refusal to accept or fulfill Buyer orders, and/or refusal to pay the due Remuneration to the Agent), in the absence of grounds for such refusal provided by law or the agreement, shall be deemed an “Unjustified Refusal” by the Partner. An Unjustified Refusal by the Partner is permitted only upon payment by the Partner to Caterizi of a monetary amount as a Refusal Fee, which is determined as follows: an amount equal to the total value of all orders transferred by Caterizi to the Partner during the calendar month preceding the month in which the Partner actually ceased to perform obligations or notified of such intent. The said Refusal Fee must be paid by the Partner no later than 10 (Ten) calendar days from the date Caterizi sends the relevant payment demand.

4.4.1. Cases Constituting “Unjustified Refusal.” The Refusal Fee is payable both in the event the Partner formally (in writing) notifies the Agent of its refusal to further perform the agreement (and/or to accept or fulfill orders, or to pay Remuneration), and in the event the Partner in fact ceases to perform its obligations under the agreement without proper notice and without lawful grounds (for example, unilaterally stops accepting new orders, cancels previously confirmed orders without coordination, ceases payments of Remuneration due to the Agent, etc.). In all such cases, such conduct by the Partner is considered by the parties as Unjustified Refusal, triggering the obligation to pay the Refusal Fee.

4.4.2. Recognition of the Penalty Amount as Proportionate. The Partner acknowledges that Unjustified Refusal to perform the agreement will cause Caterizi significant losses, lost profits, as well as other substantial inconveniences related to loss of Buyer trust in the Platform, reputational risks, etc. Therefore, the parties agree that the Refusal Fee established by the agreement is reasonable, justified, and proportionate to the potential consequences of such a violation by the Partner, and shall not be considered an excessively inflated penalty. Payment of the Refusal Fee does not release the Partner from the obligation to complete settlements with the Agent and to perform other surviving obligations under the agreement.

4.5. Obligations under Already Accepted Orders and Survival of Terms. Termination or expiration of the agreement for any reason does not affect the validity and enforceability of the parties’ obligations under orders already accepted and unfulfilled at the time of termination – such obligations must be properly fulfilled (or settled separately by agreement with the involved Buyers). Also, termination of the agreement does not release the parties from liability for previously committed breaches and does not affect the validity of provisions that by their nature extend beyond the termination of the agreement. In particular, the provisions on confidentiality (Section 5), dispute resolution (Section 6), payment of accrued Remuneration and debts, and other provisions expressly agreed by the parties to survive shall remain in force.

5. Confidentiality of Information

5.1. Confidentiality Regime. The terms of this agreement, as well as all business, financial, technical, or other information received by the parties from each other during the preparation and execution of the agreement, are deemed confidential. The parties undertake not to disclose or transfer such information to third parties without the prior written consent of the other party, except where disclosure is required by law or is directly related to the performance of the agreement (for example, providing information at the request of a court or an authorized governmental body, or disclosure to professional advisors bound by confidentiality obligations). The obligation to maintain confidentiality remains in effect throughout the term of the agreement and for 3 (Three) years after its termination for any reason.

6. Dispute Resolution Procedure

6.1. Negotiations. All disputes, disagreements, or claims arising between the parties in connection with the execution, amendment, termination, or invalidity of this agreement shall be resolved by the parties through negotiations and mutual consultations. Agreements reached that affect the terms of the agreement must be documented in writing (in the form of supplementary agreements, protocols for resolving disagreements, or other bilateral documents).

6.2. Claim Procedure. Before initiating court proceedings, the party that believes its rights have been violated must send the other party a written claim by email to the counterparty’s official address, stating the essence of the claim, the obligation it believes has been violated, and indicating its demands and justification. The party receiving the claim must consider it and send a reasoned response (either satisfy the claim or justify its refusal) within 7 (Seven) calendar days from the date of receipt. If a response is not received within the established period, or if the dispute is not resolved through negotiations (and the parties have not agreed to extend this period), either party may refer the dispute to a competent court.

Jurisdiction: All disputes between the Agent and the Partner not resolved through the claim procedure shall be subject to consideration in the competent courts of the Kingdom of Spain in accordance with the applicable laws of Spain.

6.3. Disputes Between the Partner and the Buyer. In the event of a dispute, claim, or disagreement between the Partner and a Buyer regarding order fulfillment or the quality of the Partner’s Products, the parties to such dispute (Partner and Buyer) shall make every effort to resolve it independently. If an agreement cannot be reached, either or both parties may contact the Platform Administration for assistance in resolving the dispute by sending a request to the email address: resolution@caterizi.com with a description of the issue. Upon receiving such a request, Caterizi may, at its discretion, act as a mediator and attempt to assist in resolving the conflict, but is not obliged to intervene or ensure resolution of the dispute. The Partner acknowledges that Caterizi bears no responsibility for disputes and disagreements arising directly between the Partner and the Buyer, and the Agent’s non-intervention in such disputes cannot be considered a violation on its part. Contacting Caterizi for assistance does not deprive the Partner and the Buyer of their right to use legally prescribed methods of protecting their rights (such as turning to a court or other competent authorities) if the dispute remains unresolved.

7. Conclusion, Amendment, and Other Terms of the Agreement

7.1. Acceptance of the Offer (Conclusion of the Agreement). Acceptance of this offer agreement is only possible by the Partner signing the Application-Questionnaire received from the Agent to join the Caterizi partnership program (hereinafter referred to as the “Application-Questionnaire”), completed in the form established by the Agent. The Partner completes and signs the Application-Questionnaire, thereby expressing full agreement to join the terms of this agreement, and then sends the signed Application-Questionnaire to the Agent (in electronic form or another agreed method). The agreement is considered concluded upon the Agent’s receipt of the Application-Questionnaire duly signed by the Partner (unless a different acceptance procedure is provided in the text of the Application-Questionnaire itself). By signing the Application-Questionnaire, the Partner confirms that they have sufficiently familiarized themselves with the terms of this agreement and all its annexes, fully understand and accept them. By accepting the offer, the Partner unconditionally agrees to comply with the terms of the agreement, acquires the rights and obligations provided for by the agreement and its annexes (including the Application-Questionnaire), and confirms the legal validity of this agreement as if concluded in writing.

7.2. Amendment of Agreement Terms by the Agent. Caterizi reserves the right to unilaterally and out of court amend and supplement the terms of this agreement. Changes to the terms are made by adopting a new version of the agreement and posting it on the Website (at the address where the offer is published), or by otherwise notifying the Partner (e.g., via email newsletter). The amended terms of the offer come into force after 7 (Seven) calendar days from the date of posting the updated version on the Website, unless a longer period is specified directly in the publication. A notification about the changes may additionally be sent to the Partner’s email, but this is not a prerequisite for the changes to take effect.

7.3. Acceptance of Amendments by the Partner. Continuation of agreement execution by the Partner after the amended offer comes into force shall be considered by the parties as the Partner’s consent to the changes and acceptance of the new version of the agreement. “Continuation of agreement execution” includes, in particular, any actions by the Partner aimed at using the Platform or fulfilling obligations under the agreement: providing updated data to the Agent, accepting new orders through the Platform, receiving payments, etc. If the Partner disagrees with the changes, they must stop using Caterizi’s services and may initiate termination of the agreement in accordance with Section 4. Before the effective date of the changes, the Partner must fulfill all accepted obligations or notify the Agent of their intention to terminate the agreement. Lack of notification from the Partner about disagreement with the new terms before their effective date is also considered acceptance of the changes.

7.4. Monitoring of Amendments. The Partner undertakes to independently and timely monitor updates to the terms of this agreement. In particular, the Partner must regularly (at least once per week) check the information published on the Website in the partner section for any notifications about changes or additions. Additionally, the Partner must check the email address they provided for official communication for messages from Caterizi. Failure by the Partner to perform these actions does not release them from liability for non-compliance with the updated agreement terms.

7.5. Use of Caterizi Intellectual Property. The Partner acknowledges and agrees that all rights to the design, content, software, databases, trademarks, trade names, and other intellectual property associated with the Caterizi Platform and services provided by the Agent (hereinafter referred to as “Caterizi IP”) belong to the Agent and are protected by law. In the event of unlawful use of Caterizi IP by the Partner (including but not limited to: unauthorized use of the Caterizi trademark, logos, brand name; copying or borrowing the Platform’s catalog, descriptions, photos, or other materials created by the Agent; use of order and Buyer data for commercial purposes outside the agreement), the Partner undertakes to pay Caterizi penalties in the following amounts:

7.5.1. A fine of 20% of the total amount of orders transferred by Caterizi to the Partner during the calendar month preceding the month in which the claim was made, but not less than €1,000 (One Thousand Euros) – for each individual case of unauthorized use of Caterizi IP that did not cause significant damage to Caterizi’s business (e.g., isolated unauthorized use of the Caterizi brand or content in the Partner’s marketing materials).

7.5.2. A fine of 100% of the total amount of orders transferred by Caterizi to the Partner during the calendar month preceding the month in which the claim was made, but not less than €5,000 (Five Thousand Euros) – for each serious violation of Caterizi IP rights that caused or could have caused substantial harm to the Agent’s interests (e.g., systematic copying of the Platform database, creating a competing service based on Caterizi materials, disclosing confidential Platform data to third parties, etc.). Payment of the fines under this clause does not release the Partner from the obligation to cease unlawful use of Caterizi IP and to remedy the violations. If the Agent suffers actual damages exceeding the fine amount, the Partner must also fully compensate such damages (the fine is not credited toward the damage compensation, as the parties recognize the fine as a separate contractual liability measure).

7.6. Contact for Communication with the Agent. For any claims, questions, or suggestions related to the Caterizi partnership program or the execution of this agreement, the Partner may contact the Agent by email at: partners@caterizi.com. In the message, the Partner must include their identification data (name, registration number, representative’s name, etc.) and describe the matter or claim as clearly as possible. If the message is a contractual claim, relevant documents or information should be attached (e.g., screenshots, order numbers, correspondence with the Buyer, etc.). The Agent will review the Partner’s message within a reasonable time and send a reply to the email address from which the message was received, or to the official email address of the Partner on record with the Agent.

7.7. Assignment of Rights and Obligations. The Partner may not assign its rights and obligations under this agreement to third parties without the Agent’s prior written consent. Any attempt to assign without such consent is deemed invalid with respect to the Agent. Caterizi has the right to fully or partially assign (delegate) its rights and obligations under this agreement to another person (e.g., another Platform operator or Caterizi’s business successor) by notifying the Partner by email. In that case, Caterizi’s successor will continue serving the Partner under the terms of this agreement, and the Partner retains the right to terminate the agreement if the successor is not acceptable to them.

8. Miscellaneous

8.1. Entry into Force of the New Version. This version of the agreement enters into force: (i) for Partners who concluded the agreement with the Agent before the date of this version specified in the preamble – from the date indicated in the preamble (unless a different effective date is additionally announced); (ii) for Partners accepting (concluding) the agreement after the date of this version – from the moment of acceptance, i.e., from the moment the actions specified in clause 7.1 confirming agreement with the terms are performed. This version fully replaces the previous terms of the Caterizi offer agreement and constitutes a single binding document for the parties.

8.2. Official Communications Between the Parties. All official correspondence and legally significant notifications between the parties are carried out in writing via email. The parties use the following official email addresses: – for Caterizi – press@caterizi.com (as well as any other @caterizi.com email addresses explicitly designated by the Agent for communication); – for the Partner – the email address specified by the Partner in the Application-Questionnaire or in their Platform registration data. Each party must promptly notify the other of any changes to their contact email address. Messages sent from the specified official email addresses are considered received by the addressee on the day of sending (provided the address is correct and there are no delivery failure messages), unless proven otherwise.

8.2.1. Signatures and Electronic Document Flow. The parties allow for the exchange of documents under the agreement using electronic communication means. Documents signed by the parties and sent in scanned form (in PDF or similar format) by email to the official addresses specified above shall have the legal force of originals. The parties also recognize the legal validity of documents signed with a simple electronic signature via the Platform functionality or via an electronic document flow service, if such a service is agreed upon by the parties. In case of dispute, neither party shall contest the validity of a document solely on the grounds that it was signed and transmitted electronically.

8.3. Governing Law. This agreement, including its conclusion, performance, interpretation, and regulation of the parties’ relations, is governed by the laws of the Kingdom of Spain. All relations between the parties not regulated by this agreement are subject to the substantive and procedural norms of Spanish law and, where necessary, the relevant norms of European Union law. Mandatory norms of the law of the Partner’s country of establishment may apply only to the extent that they legally apply to this agreement regardless of the law chosen by the parties.

8.4. Invalidity of Provisions. If any provision of this agreement is found to be invalid, the invalidity of that provision does not affect the validity of the agreement as a whole. In such case, the parties undertake to promptly replace the invalid provision with a new valid condition that most closely reflects the original intent and economic meaning of the replaced clause. The remaining provisions of the agreement remain in full force and effect.

8.5. Interpretation of Headings. The section and clause headings used in the text of the agreement are provided for ease of reading and do not affect the meaning and interpretation of the agreement terms. The parties agree that the agreement as a whole must be interpreted based on the literal meaning of the terms contained therein, in the context of the general purposes of the agreement and Caterizi’s partnership business practices.

Platform Owner: Natalia Babkina, individual entrepreneur (autónomo), NIE Y5479825C (Spain).