MYNE GENERAL TERMS AND CONDITIONS OF SERVICES

(i)“Acceptance Criteria” means the objective and measurable conditions set out in the applicable Order that a Deliverable, milestone or phase must satisfy in order to be accepted by Client.

(ii)“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

(iii)“Applicable Law” means any statute, regulation, directive, ordinance, rule, order, decree or judgment applicable to a Party in connection with the performance of this Agreement.

(iv)“Business Day” means any day other than a Saturday, Sunday or public holiday in Madrid, Spain.

(v)“Change Order” means a written document signed by both Parties describing a modification to the scope, Fees, timeline or other aspects of an Order.

(vi)“Client Data” means any data, information, content, materials or Personal Data made available by Client to MYNE in connection with the performance of the Supplies.

(vii)“Confidential Information” has the meaning set forth in Clause 11 below.

(viii)“Deliverables” means the datasets, analytical outputs, software, portals, documentation, reports and other materials to be delivered by MYNE to Client under an Order, as described in that Order.

(ix)“Force Majeure Event” means any circumstance beyond the reasonable control of the affected Party, including but not limited to acts of God, governmental action, war, cyberattacks not attributable to negligence, pandemics, labour disputes, internet failures, or utility failures.

(x)“Intellectual Property Rights” or “IPR” means all patents, copyrights, trade secrets, database rights, trademarks, know-how and any other proprietary rights worldwide.

(xi)“Models” means any predictive, prescriptive, statistical, machine learning or analytical models developed or operated by MYNE, including their training, validation, tuning, scoring logic, feature engineering, inference pipelines and calibration, together with any scores, classifications, segmentations, bands, risk indicators, thresholds or other decision-support outputs generated by them.

(xii)“MYNE Software” or “Software” means any software, platform, portal, code, data pipeline, tool or application owned, developed or licensed by MYNE and used or made available in the provision of the Supplies.

(xiii)“Order” means a Statement of Work, Order Form or other written document referencing this Agreement and executed by both Parties describing the Supplies to be provided.

(xiv)“Outputs” means any datasets, scores, probabilities, predictions, estimates and other analytical results generated by the Models or by MYNE’s data pipelines and made available to Client under an Order.

(xv)“Supplies” (also referred to as the “Services”) means the services, software, deliverables and/or subscription-based services provided by MYNE under an Order.

(xvi)“Support Services” means the operational and technical support provided by MYNE in respect of the Deliverables to the extent described in the applicable Order, which may include advisory support, technical guidance, incident coordination, troubleshooting, corrective maintenance, defect correction and configuration adjustments. Unless expressly stated in the applicable Order, Support Services do not include proactive monitoring, service levels or responsibility for business continuity.

(xvii)“Term” means the period during which these Terms apply between the Parties in accordance with Clause 3.

(xviii)“Third-Party Data” means any data owned, originated or controlled by a person other than MYNE or Client (including Client’s customers or partners) that is made available to or accessed by MYNE for the purposes of an Order.

(xix)“Third-Party Environment” means any cloud, hosting or IT environment provided, owned or controlled by Client or by a third party within which MYNE deploys, operates or accesses any Supplies or data under an Order.

Capitalised terms used but not defined in these Terms (including “Personal Data”, “Processing”, “Controller” and “Processor”) shall have the meaning given to them in Regulation (EU) 2016/679 (the “GDPR”).

2.1This Agreement establishes the general terms under which MYNE may provide Supplies to Client. No Supplies shall be provided unless documented in a duly executed Order.

2.2Each Order forms part of this Agreement.

2.3In the event of conflict, the following order of precedence shall apply:

(i)the relevant Order, provided that an Order shall only prevail over these Terms or the Data Protection Agreement where it expressly identifies the provision being modified (for instance, in a section headed “Special Conditions”);

(ii)the Data Protection Agreement, in respect of the Processing of Personal Data; and

(iii)these Terms.

2.4MYNE shall have no obligation to accept any Order proposed by Client unless and until such Order is executed by MYNE.

2.5Nothing in this Agreement shall create exclusivity. MYNE retains the unrestricted right to provide similar services to third parties, including competitors of Client.

2.6Any general terms and conditions of Client, including those contained in or referred to by purchase orders, supplier portals, vendor registration forms, invoices or similar documents, shall not apply to the Supplies and are hereby expressly excluded, even if MYNE does not object to them or accepts or performs such a document.

2.7MYNE may subcontract the performance of any part of the Supplies, remaining responsible to Client for the performance of its subcontractors, without prejudice to Clause 6 of the Data Protection Agreement.

2.8The Parties are independent contractors. Nothing in this Agreement shall create any partnership, joint venture, agency or employment relationship between them.

3.1These Terms shall apply from the Effective Date and for as long as any Order remains in force between the Parties.

3.2Each Order shall remain in force for the term set out in it. The termination or expiry of an Order shall not affect any other Order in force. Unless otherwise provided in the relevant Order, an Order may not be terminated for convenience.

MYNE shall:

(i)provide the Supplies with reasonable care and skill and in accordance with the specifications and timelines set out in the relevant Order;

(ii)cooperate with Client in all matters related to the provision of the Supplies;

(iii)comply with its labour and social security obligations in force, and with any other tax, fee, contribution, and levy imposed by the Applicable Laws to its business, and take out and maintain during the Term the insurance required for the performance of its business and to cover the liabilities that MYNE may incur under or in connection with this Agreement or the relevant Order, as applicable.

MYNE shall have no obligation to provide commercial or technical support beyond what is expressly defined in the applicable Order or in any service level agreement attached to it. MYNE does not guarantee uninterrupted availability of the Supplies and shall not be liable for interruptions caused by Client, Client’s clients, telecommunications operators or third-party systems not controlled by MYNE.

Client shall:

(i)make commercially reasonable efforts to provide MYNE with the technical and commercial support required for the provision of the Supplies;

(ii)pay the Fees in the way and manner agreed in the relevant Order and in accordance with the provisions of this Agreement;

(iii)comply with its labour and social security obligations in force, and with any other tax, fee, contribution, and levy imposed by the Applicable Laws to its business and take out the insurance required for the performance of its business, as applicable;

(iv)not make any representation, warranty or commitment on behalf of MYNE;

(v)not modify, bundle, copy, reverse engineer, decompile, benchmark or create derivative works of the Supplies, or attempt to extract the source code of any MYNE Software; and

(vi)not resell, sublicense or otherwise make the Supplies available to any third party, save as expressly permitted in the applicable Order.

Client acknowledges that MYNE’s performance depends on timely cooperation and that delays caused by Client shall automatically extend timelines and may trigger additional Fees.

6.1Client shall pay MYNE the amount agreed upon by the Parties in the Order (the “Fees”), plus any applicable Value Added Tax, business tax, or any other indirect taxes arising because of or in connection with the Supplies.

6.2MYNE shall invoice Client the Fees pursuant to the provisions of this Agreement and the relevant Order. The Fees shall be invoiced in the normal operational currency of MYNE or the relevant MYNE Affiliate, unless a different currency for payment is explicitly agreed in the relevant Order. All invoices for Fees submitted by MYNE will refer to this Agreement and the relevant Order and will be submitted in accordance with MYNE’s instructions.

6.3The Parties agree that the standard payment term of all undisputed correctly presented invoices shall be within thirty (30) days of the date of the receipt of such invoice. Any late payment of undisputed and correctly invoiced Fees shall accrue interest at a monthly rate of one percent (1%), from the date on which payment is due until the date of full payment to MYNE. MYNE shall also be entitled to the fixed compensation for recovery costs and to any other amounts provided for in Spanish Law 3/2004, of 29 December, establishing measures to combat late payment in commercial transactions.

6.4Payment of Fees by Client is without prejudice to any rights or remedies that MYNE may have against the Client and will not constitute any admission by MYNE as to the proper performance of the Client obligations under this Agreement or the relevant Order.

6.5If the Client believes in good faith that an invoice contains a clear and substantiated error, the Client may dispute only the specific portion of the Fees alleged to be incorrect, provided that the Client gives written notice to MYNE within ten (10) Business Days of receipt of the invoice, including reasonable supporting documentation.

6.6All undisputed amounts shall be paid in full and on time. The Client shall not withhold or delay payment of any undisputed portion of the Fees under any circumstances.

6.7Following receipt of the dispute notice, the Parties shall discuss in good faith for a period of up to five (5) Business Days in order to resolve the disputed amount.

6.8Upon resolution, the Client shall pay any outstanding amount within five (5) Business Days.

6.9If after such discussions the Parties are unable to resolve the dispute, either Party may refer the matter to the dispute resolution procedure set out in Clause 18, without prejudice to Client’s obligation to pay all undisputed amounts.

6.10MYNE may suspend performance in accordance with Clause 14.2.

Each Party represents and warrants to the other Party that the following representations are true, complete, and correct, and will remain so throughout the Term:

(i)it has, and will have, full capacity, power, and authority to enter, deliver and perform its obligations under and in accordance with this Agreement and each Order;

(ii)the Agreement, and each Order, are and will be executed by a duly authorised representative of that Party;

(iii)in performing its obligations under the Agreement and an Order, each Party will comply with all Applicable Laws;

(iv)all its contractual obligations under this Agreement and an Order are valid, binding, and legally enforceable in the jurisdictions in which the Supplies are to be provided from; and

(v)there is no restriction, whether judicial, contractual, or administrative, that might affect the ability of that Party to meet and carry out its obligations under the Agreement, and each Order.

The Client furthermore warrants and represents to MYNE that:

(i)it complies with all Applicable Laws and good industry practice;

(ii)it has and will have (and will obtain from its subcontractors and employees when necessary) all necessary licences, permits, consents, permissions, authorisations, and regulatory approvals from relevant government authority necessary to perform its obligations under this Agreement and an Order;

(iii)Client and its directors, officers, employees and subcontractors will conduct their business in compliance with all Applicable Laws, including, without limitation, those relating to personal data protection, anti-corruption, anti-money laundering, and counter-terrorism financing; and

(iv)the Client Data and any materials, instructions or specifications provided by Client, and their use by MYNE in accordance with this Agreement and the relevant Order, will not infringe any IPR or other rights of any third party.

None of the representations made by the Parties omits a fact whose disclosure is necessary to ensure that such representations are not misleading.

Each Party shall comply with applicable data protection legislation. Client warrants that it has obtained all necessary legal bases and, where required, consents for MYNE to process Client Data.

Without prejudice to the remaining provisions of this Agreement, to the extent that MYNE Processes Personal Data on behalf of the Client or its end clients in connection with the provision of the Supplies, the Data Protection Agreement shall apply and shall form an integral and binding part of this Agreement.

Execution of an Order shall constitute acceptance of the Data Protection Agreement, under which MYNE shall act as Processor (or Sub-processor, as applicable) and the Client shall act as Controller.

Where an Order provides that MYNE Processes Personal Data on behalf of a Controller other than Client (including where the data are Third-Party Data), the allocation of roles and data protection obligations set out in that Order shall prevail over this Clause 8 and over the Data Protection Agreement in respect of that Order.

Outputs (including scores, classifications, segmentations and risk indicators) are decision-support tools. Where Client uses Outputs to take or support decisions concerning natural persons, Client shall be solely responsible for such decisions, for ensuring meaningful human intervention where required under Article 22 of the GDPR, and for complying with its obligations as deployer under Regulation (EU) 2024/1689 (the “AI Act”), where applicable.

Unless expressly agreed in an Order, Outputs shall not be used as the sole basis for any decision producing legal or similarly significant effects on natural persons.

MYNE shall implement reasonable technical and organisational security measures designed to protect Client Data against unauthorized access, loss, destruction, or alteration. Such measures shall be consistent with industry standards and applicable data protection laws, and, in respect of Personal Data, shall include as a minimum those described in Annex II of the Data Protection Agreement.

Client acknowledges that no system can guarantee absolute security. MYNE shall not be liable for security incidents to the extent caused by

(a)Client's failure to comply with its own security obligations under this Agreement,

(b)factors beyond MYNE's reasonable control, or

(c)Client's use of the Supplies in a manner not authorised or recommended by MYNE.

Without limiting the foregoing, and unless otherwise specified in the applicable Order, MYNE shall in respect of the platforms, pipelines and portals it builds or operates:

(a)protect all data in transit using TLS (“Transport Layer Security”) and encrypt all data at rest;

(b)apply role-based access control and least-privilege principles;

(c)grant access only to named individual users, shared or generic accounts not being permitted;

(d)log access to portals and downloads and retain such logs for audit purposes; and

(e)promptly revoke access of users who cease to require it upon Client’s notice.

Where Supplies are deployed or operated within a Third-Party Environment, MYNE’s responsibility is limited to the components it has built and operates. MYNE shall not be responsible for the provisioning, availability, capacity, performance, patching, security configuration, retention policies or cost of the Third-Party Environment itself, nor for any interruption, restriction or withdrawal of MYNE’s access to it. Any period during which the Third-Party Environment is unavailable to MYNE, or MYNE’s access is restricted, shall extend the applicable delivery and availability commitments on a day-for-day basis.

Each Party owns and retains all rights, title, and interests in and to, any IPR:

(i)developed by a Party independently of any Order; or

(ii)owned by a Party or licensed to such Party (other than by the other Party), at the commencement date of any Order, including any and all derivative works including modifications or enhancements to the same made before, during, and after the engagement (“Background IPR”).

For clarity, all Intellectual Property Rights in and to the Supplies, MYNE Software, platform, algorithms, scoring models, models, feature engineering logic, score band definitions, data pipelines, system architecture, dashboards, portals, source code, documentation and analytical methodologies provided by MYNE (“MYNE IPR”) shall remain the sole and exclusive property of MYNE.

MYNE grants Client only a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Supplies during the term of the applicable Order, solely for Client’s internal business purposes and for such other purposes as are expressly authorised in that Order.

Subject to full payment of the applicable Fees, such licence shall be perpetual in respect of the Deliverables delivered under that Order (excluding access to platforms, portals and subscription-based services).

Unless expressly agreed otherwise in an Order, no IPR is assigned to Client under this Agreement.

Client retains all rights, title and interest in and to the Client Data.

Client grants MYNE a non-exclusive, royalty-free licence to use the Client Data during the term of the applicable Order solely to the extent necessary to provide the Supplies and as otherwise permitted under the Data Protection Agreement.

Client shall not, and shall not permit any third party to, use any Outputs, Deliverables or other materials provided by MYNE to train, develop, calibrate, validate or benchmark any predictive, statistical or machine learning model, or to derive, reconstruct, approximate or reverse engineer the Models, the features underlying them, any score band definitions or any other MYNE IPR.

Unless otherwise agreed in the applicable Order, Client may use Outputs solely for the permitted use described in that Order and may not disclose record-level Outputs to any third party without MYNE’s prior written consent.

Analytical work product created by Client using Outputs shall belong to Client, provided that it does not embody, reproduce or permit the reconstruction of record-level Outputs, the Models or any MYNE IPR.

Nothing in this Agreement shall restrict MYNE from using its general knowledge, skills, experience, methodologies or know-how acquired in the performance of the Supplies, excluding Client’s Confidential Information, in its business with other clients.

(i)“Confidential Information” means all non-public information disclosed by a Party (“Discloser”) to the other Party (“Recipient”), regardless of the form in which it is disclosed (whether orally, in writing, electronically or otherwise). Confidential Information includes, without limitation:

(i)non-public information relating to the Discloser’s (or its Affiliates) technology, inventions, business plans, formulae, patterns, programs, software, customers, strategic relationships, assets, liabilities, and financial, legal and tax condition, and other business affairs;

(ii)third-party information that the Discloser is obligated to keep confidential;

(iii)all documents prepared by the Recipient which contain, are derived from, summarise, analyse, or are based upon information furnished by the Discloser; and

(iv)information which by its nature and given the circumstances surrounding its disclosure should reasonably be considered confidential. Information need not be marked as confidential in order to qualify as Confidential Information.

(ii)Recipient shall:

(i)refrain from using or copying Discloser’s Confidential Information except for the purpose of this Agreement;

(ii)not disclose or otherwise transfer Discloser's Confidential Information to any third party without the prior written approval of Discloser;

(iii)restrict dissemination of Confidential Information only to those employees, consultants, professional advisers, auditors and Affiliates who have a need to know and are subject to equivalent restrictions on use and disclosure; and

(iv)in preventing disclosure of Confidential Information to third parties, use the same degree of care as for its own information of similar importance, but no less than reasonable care. Recipient shall immediately notify Discloser of any loss of Discloser’s Confidential Information or any breach of these obligations.

(iii)Confidential Information shall not include any information that:

(i)is or becomes publicly known through no wrongful act of Recipient;

(ii)is, at the time of disclosure, already known to Recipient;

(iii)is, or subsequently comes into Recipient’s possession or knowledge without any obligation restricting disclosure, rightfully and without breach of a duty of confidentiality owed to Discloser;

(iv)is independently developed by Recipient;

(v)is furnished to a third party by Discloser without a duty of confidentiality; or

(vi)is explicitly approved for release by written authorisation of Discloser. Recipient may disclose Confidential Information to the extent required by Applicable Law, by a court of competent jurisdiction or by a competent regulatory or supervisory authority, provided that, where legally permitted, timely written notice is given to Discloser to enable it to seek a protective order.

(iv)All Confidential Information is and will remain the property of Discloser. Upon written request by Discloser, Recipient shall, at its option, either return all the Confidential Information to Discloser along with all copies, or destroy all the Confidential Information, except Recipient may retain one archival copy of the Confidential Information.

(v)Recipient’s obligations regarding Confidential Information expire two (2) years after the termination of this Agreement. Trade secrets shall remain protected for so long as they qualify as such under Applicable Law.

(vi)The scoring logic, models, algorithms and data structures of MYNE shall be considered trade secrets.

(vii)Notwithstanding the foregoing, MYNE may identify Client as a client, including by using Client’s name and logo in its commercial materials and website, unless Client objects in writing.

(i)Exclusion of Certain Damages: To the maximum extent permitted by Applicable Law, neither Party shall be liable to the other for any indirect, incidental, special, punitive, exemplary or consequential damages, including without limitation loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, or loss of data (without prejudice to paragraph (iii)(d) below), whether arising in contract, tort (including negligence), strict liability or otherwise, even if advised of the possibility of such damages.

(ii)Aggregate Liability Cap: Subject to subsection

(iii)below, MYNE’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, during any rolling twelve (12) month period, shall not exceed the total Fees actually paid by the Client to MYNE under the Order(s) giving rise to the claim during such twelve (12) month period.

(iii)Carve-Outs: The limitations set forth in this Clause shall not apply to: a) either Party’s liability which cannot be limited or excluded under Applicable Law, including liability for fraud or wilful misconduct (dolo); b) payment obligations of the Client under this Agreement; c) breaches of confidentiality obligations; and d) breaches of applicable data protection laws, provided, however, that MYNE’s liability arising from paragraphs

(c)and

(d)above shall in no event exceed two (2) times the Fees paid by the Client in the relevant twelve (12) month period.

(iv)Allocation of Risk: The Parties acknowledge that the Fees reflect the allocation of risk set forth in this Agreement and that the limitations of liability herein constitute an essential basis of the bargain between the Parties.

13.1Client Indemnity: Client shall indemnify, defend and hold harmless MYNE and its Affiliates, directors and employees from and against any third-party claims, damages, losses or expenses (including reasonable legal fees) arising out of or in connection with:

(a)Client Data;

(b)Client’s misuse of the Supplies;

(c)Client’s breach of this Agreement or Applicable Law; or

(d)any instructions, materials or specifications provided by Client.

13.2Limited IP Indemnity by MYNE: MYNE shall defend Client against third-party claims alleging that the Supplies, as provided by MYNE and used in accordance with this Agreement, directly infringe Intellectual Property Rights, and shall pay damages finally awarded by a competent court.

In the event of such claim, MYNE may, at its sole discretion:

(i)procure the right for Client to continue using the Supplies;

(ii)modify or replace the affected Supplies; or

(iii)terminate the affected Order and refund the unused prepaid Fees.

This Clause sets forth Client’s sole and exclusive remedy for any intellectual property infringement claim.

13.3Conditions: MYNE’s obligations under Clause

13.2are conditional upon Client giving MYNE prompt written notice of the claim, MYNE retaining sole control of the defence and settlement, and Client providing all reasonable cooperation. MYNE shall have no liability to the extent a claim arises from Client Data, modifications not made by MYNE, combination with third-party products, or use in breach of this Agreement.

14.1Termination for Cause: Either Party may terminate this Agreement or any Order with immediate effect by written notice if the other Party:

a.materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice;

b.becomes insolvent, enters into liquidation, administration or any similar insolvency proceeding; or

c.ceases or threatens to cease its business operations.

14.2Termination for Non-Payment: Without prejudice to the foregoing, MYNE may suspend the provision of the Supplies and/or terminate the relevant Order if undisputed Fees remain unpaid for more than fifteen (15) days after written notice.

14.3Reputational Protection: MYNE may terminate this Agreement or any Order upon written notice if Client’s conduct materially and adversely affects MYNE’s reputation or exposes MYNE to regulatory, legal or compliance risk.

14.4Consequences of Termination Upon termination:

a.rights and licences granted to Client shall immediately cease, save for the perpetual licence over paid Deliverables granted under Clause 10;

b.all Fees accrued up to the effective date of termination shall become immediately due and payable; and

c.each Party shall return or delete the other Party’s Confidential Information, subject to applicable legal retention obligations.

Termination shall not affect any accrued rights or obligations of the Parties.

The provisions of this Agreement which by their nature are intended to survive termination, including Clauses 6, 10, 11, 12, 13, 15, 17, 18 and 21.5, shall survive it.

15.1Each Party shall maintain complete and accurate records of all transactions, invoices, correspondence, and documentation relating to this Agreement and each Order for a minimum period of seven (7) years from the date of termination or expiration of this Agreement, or such longer period as may be required by Applicable Law. 15.2

Such records shall be maintained in a manner that allows for reasonable retrieval and shall be made available to competent authorities upon lawful request. Nothing in this Clause shall grant Client any right to audit MYNE, save as expressly provided in the Data Protection Agreement.

16.1Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event, provided that the affected Party:

(a)notifies the other Party in writing as soon as reasonably practicable, describing the nature and expected duration of the event; and

(b)uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance.

16.2The affected Party's obligations shall be suspended for the duration of the Force Majeure Event. Any deadlines or timelines affected shall be extended by a period equal to the duration of the delay.

16.3If the Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate the affected Order(s) upon thirty (30) days' written notice, without liability to the other Party, except for Fees accrued prior to the Force Majeure Event.

17.1Any notice, request or communication required or permitted under this Agreement shall be in writing and shall be deemed duly given when:

(a)delivered by hand;

(b)sent by registered mail or internationally recognised courier service to the addresses set forth in the applicable Order; or

(c)sent by email to the contact persons designated by each Party, provided that receipt is confirmed by the recipient (automatic read receipts shall not constitute confirmation).

17.2All notices to MYNE shall additionally be copied to MYNE's legal department at legal@mynegroup.com. Failure to copy MYNE's legal department shall not invalidate the notice, but MYNE shall not be deemed to have received such notice until the legal department copy has been delivered.

17.3Each Party shall notify the other of any change to its contact details within ten (10) Business Days.

17.4Digital copies of signed documents, including copies transmitted by email or executed via electronic signature platforms, shall have the same legal validity as original signed documents for all purposes under this Agreement.

18.1This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Spain.

18.2In the event of any dispute arising out of or in connection with this Agreement, the Parties shall first attempt to resolve the matter through good faith negotiations between their respective authorised representatives within thirty (30) days of written notice of the dispute.

18.3If the dispute is not resolved within such period, it shall be escalated to the senior management of each Party, who shall have an additional fifteen (15) days to reach a resolution.

18.4If the dispute remains unresolved after the escalation process described above, the Parties irrevocably submit to the exclusive jurisdiction of the courts of Madrid, Spain.

19.1Neither Party may assign, transfer, or novate this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that MYNE may freely assign this Agreement to any of its Affiliates without Client's consent.

19.2A change of control of either Party (whether by merger, acquisition, sale of a majority of voting shares, or otherwise) shall not, by itself, affect the validity or continuity of this Agreement or any Order in force at the time of such change of control.

19.3Notwithstanding the foregoing, in the event of a change of control of Client, MYNE shall have the right to terminate this Agreement upon sixty (60) days' written notice if such change of control results in the Client being controlled by a direct competitor of MYNE or creates a material regulatory or reputational risk for MYNE.

19.4Any purported assignment in violation of this Clause shall be null and void.

20.1Deliverables shall be reviewed and accepted in accordance with the milestones, acceptance tests, sign-off owners and Acceptance Criteria set out in the applicable Order. Client shall confirm acceptance or raise written, reasoned observations within ten (10) Business Days of delivery, unless the Order provides otherwise.

20.2Acceptance shall be determined solely by reference to the conformity of the Deliverables with the Acceptance Criteria, including the agreed schema, field definitions, population, completeness and internal consistency checks. Acceptance shall not be determined by reference to the predictive accuracy of any Model, the business, financial or regulatory results obtained by Client, or the subsequent performance of any asset, portfolio or decision informed by the Outputs.

20.3Client's rejection notice shall identify in reasonable detail each non-conformity of the Deliverable with the Acceptance Criteria. MYNE shall use commercially reasonable efforts to correct the notified non-conformities within fifteen (15) Business Days of receipt of such notice. Where MYNE reasonably considers that the correction cannot be completed within that period, having regard to the nature or complexity of the non-conformity or to any dependency on Client or on third parties, MYNE shall notify Client in writing before the expiry of that period, stating the reasons and a revised estimated correction date, and the correction period shall be extended accordingly. Such extension shall not constitute a breach by MYNE nor give rise to any liability, penalty or right of termination. The corrected Deliverable shall be subject to a new review limited to the notified non-conformities. Acceptance shall not be unreasonably withheld, conditioned or delayed, and minor non-conformities which do not materially affect the use of the Deliverable shall not justify rejection and shall be corrected in the ordinary course.

20.4If Client does not provide written acceptance or rejection within the applicable review period, the relevant Deliverable shall be deemed accepted.

21.1Unless otherwise specified in the applicable Order, MYNE warrants, for a period of three (3) months from acceptance of the relevant Deliverable or phase, that:

(a)each Deliverable will, at the time of delivery, conform in all material respects to the specifications and definitions set out in the Order; and

(b)the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

21.2The warranty does not extend to the predictive accuracy of any Model, the realisation of any modelled outcome, the continued stability of model performance over time, or the reproduction of any level of performance observed in any validation or due diligence materials.

21.3The warranty shall not apply to any failure, degradation, inaccuracy or malfunction resulting from: errors, omissions, restatements or changes in Client Data or Third-Party Data; changes to source systems, data structures or business rules not controlled by MYNE; misuse, modification, reconfiguration or recalculation of a Deliverable by Client or any third party; or use otherwise than in accordance with this Agreement, the Order and MYNE’s instructions. Such matters may be addressed under the Support Services, where applicable, but shall not be deemed warranty defects.

21.4Upon notice of a warranty defect, MYNE shall acknowledge receipt within two (2) Business Days and shall use commercially reasonable efforts to correct the defect at its own cost within fifteen (15) Business Days. Where MYNE reasonably considers that the correction cannot be completed within that period, it shall notify Client in writing before its expiry, stating the reasons and a revised estimated correction date, and the period shall be extended accordingly without MYNE being in breach. Client shall provide all reasonably required assistance, and any failure to do so shall not be attributed as delay of MYNE.

21.5Except as expressly stated in this Agreement or an Order, MYNE disclaims all other warranties, whether express, implied, statutory or otherwise, including any implied warranty of merchantability, fitness for a particular purpose or accuracy and, to the maximum extent permitted by Applicable Law, the warranties against hidden defects (saneamiento por vicios ocultos) provided for in Articles 1484 et seq. of the Spanish Civil Code and Article 342 of the Spanish Commercial Code.

22.1MYNE’s performance may depend on access, data, approvals, confirmations, resources and feedback to be provided by Client or by third parties (including owners of Third-Party Data or Third-Party Environments), as described in the applicable Order.

22.2Any delay caused by Client or by such third parties shall automatically extend the applicable milestone dates, acceptance timelines, warranty periods and other time-based obligations on a day-for-day basis, without liability to MYNE, and shall not trigger acceptance by silence, warranty obligations or any timing-based remedy against MYNE. MYNE shall not be deemed in breach for the duration of any such delay.

22.3Unless expressly agreed in the applicable Order, no liquidated damages, service credits, delay penalties or equivalent remedies shall apply in respect of any delay in the performance of the Supplies.

The Agreement, including the Data Protection Agreement and any Orders executed under these Terms, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings and representations relating to its subject matter.

Save for amendments notified by MYNE in accordance with the introductory provisions of these Terms, no amendment or modification of this Agreement shall be valid unless made in writing and signed by duly authorised representatives of both Parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

This Agreement may be executed in counterparts, including electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

These Terms and the Data Protection Agreement are drafted in English. In the event of any discrepancy between the English version and any translation, the English version shall prevail.

No failure or delay by a Party in exercising any right or remedy under this Agreement shall operate as a waiver of it, nor shall any single or partial exercise preclude any further exercise of that or any other right or remedy.