GURUTI SOLUTIONS · COMMERCIAL TERMS

TERMS & CONDITIONS

Professional Services

Yuri Hidalgo Alonso, trading as Guruti Solutions

Spanish Tax ID: NIF 46181996C

Email: solutions@guruti.es

Last updated: 21 January 2026

Commercial framework

Professional Services  ·  Standard payment: 15 business days  ·  Governing law: Spanish law

01 ·Application and order of precedence

These Terms & Conditions apply to professional services provided by Yuri Hidalgo Alonso, trading as Guruti Solutions (“Guruti”), unless different terms are expressly agreed in writing.

Consumer clients. Where the Client qualifies as a consumer or user under applicable law, all mandatory consumer-protection rights will apply and will prevail over any conflicting provision of these Terms. Provisions specifically intended for commercial transactions or business and professional clients will apply only where legally applicable.

The specific proposal, quotation, statement of work, order or other written engagement document accepted by the Client defines the engagement-specific scope, deliverables, fees, timing, responsibilities and commercial conditions.

If there is any conflict, the following order of precedence applies unless expressly stated otherwise in writing:

1. the accepted proposal, statement of work or engagement-specific written terms;
2. the accepted quotation or order;
3. these Terms & Conditions; and
4. any Client purchasing or procurement terms, only to the extent expressly accepted in writing by Guruti.

The Client's standard purchasing, procurement or supplier terms do not override these Terms merely because they are referenced in a purchase order, supplier portal, onboarding document or other administrative process.

02 ·Scope of services and change control

Guruti will provide the services described in the accepted proposal, quotation, statement of work or other agreed engagement document.

Any material change to scope, assumptions, deliverables, timetable, resourcing, dependencies or responsibilities may require a written change, revised quotation or additional proposal.

Work outside the agreed scope will not be treated as included unless expressly confirmed in writing.

Any project plans, milestones or target dates depend on the assumptions, Client inputs and third-party dependencies identified for the engagement. Where those assumptions or dependencies materially change, the delivery timetable may be adjusted accordingly.

03 ·Client responsibilities

The Client will provide, in a timely manner, the information, access, decisions, personnel, data, systems access and other cooperation reasonably required to perform the services.

The Client remains responsible for its own management decisions, approvals, internal controls, implementation decisions and legal or regulatory obligations unless responsibility for a specific item is expressly assigned to Guruti in writing.

The Client is responsible for ensuring that information, materials, data and systems access supplied to Guruti may lawfully be used for the purposes of the engagement.

Guruti may reasonably rely on information, instructions and decisions provided by the Client.

Where Client delay, incomplete or inaccurate information, unavailable stakeholders, delayed decisions or third-party dependencies affect delivery, the timetable, resourcing and related assumptions may be adjusted accordingly.

04 ·Fees, taxes, expenses and payment

Fees and billing arrangements are those stated in the accepted proposal, quotation, order or statement of work.

Fees are exclusive of VAT and other applicable indirect taxes unless expressly stated otherwise.

Reasonable travel, accommodation or other out-of-pocket expenses are chargeable only where provided for in the engagement or approved by the Client in advance.

Third-party software, licences, subscriptions, vendor charges and other external costs are excluded unless expressly included in the applicable proposal, quotation or statement of work.

If the Client disputes an invoice in good faith, it should notify Guruti promptly, identify the disputed amount and explain the reason for the dispute. Any undisputed amount remains payable in accordance with the applicable payment terms.

05 ·Late payment and suspension

Where applicable under Spanish law, overdue commercial payments may accrue statutory or contractually agreed late-payment interest from the applicable due date.

Where Law 3/2004 on late payment in commercial transactions applies, Guruti may also claim the legally applicable fixed recovery amount and any additional recoverable collection costs that are duly evidenced and permitted by law.

If an undisputed amount remains overdue, Guruti may, after written notice, suspend the affected services or delivery until the overdue amount is paid.

Any resulting impact on agreed milestones, availability or the delivery timetable will be treated as a Client-side dependency and may require reasonable re-planning.

Suspension does not waive Guruti's right to payment or any other remedy available under the engagement or applicable law.

06 ·International payments, withholding and bank charges

The Client is responsible for complying with any withholding or similar payment obligations imposed by applicable law in its jurisdiction.

If a withholding is legally required, the Client will provide appropriate evidence of the amount withheld and reasonably cooperate with Guruti in relation to any applicable treaty, tax certificate or supporting documentation.

Unless otherwise agreed in writing, intermediary bank charges, transfer charges or payment-processing fees applied by the Client's bank or payment chain are borne by the Client.

Any specific gross-up, withholding or international tax arrangement must be expressly stated in the relevant proposal, quotation, statement of work or other engagement-specific written terms.

07 ·Professional standard and outcomes

Guruti will perform the services with appropriate professional care, skill and diligence, taking into account the agreed scope, the nature of the engagement and the information reasonably available during delivery.

Transformation, advisory, programme leadership and implementation-support services depend on decisions, execution, organisational readiness, internal adoption, data quality, technology, market conditions, third parties and other factors that may sit outside Guruti's reasonable control.

Unless expressly agreed otherwise, Guruti does not provide legal, tax, statutory audit or regulated financial advice. The Client remains responsible for obtaining appropriate specialist advice where required.

08 ·Third-party systems, vendors and advisers

Guruti may work alongside the Client's technology vendors, implementation partners, software providers, professional advisers, contractors or other third parties.

Unless Guruti expressly contracts to provide the relevant third-party service itself, Guruti is not responsible for the acts, omissions, products, services, contractual obligations, availability or performance of independent third parties.

Any recommendation regarding a third-party product, platform, service or provider is subject to the Client's own evaluation, approval and applicable third-party contractual terms.

Changes made by independent technology providers to their products, licensing, functionality, pricing, security model, integrations or service availability may affect an engagement and may require corresponding changes to scope, approach or timing.

09 ·Confidentiality

Each party will use reasonable care to protect non-public business, commercial, financial, technical, operational or other confidential information received from the other party and will use that information only for the purposes of the engagement.

Confidential information may be disclosed to employees, professional advisers, contractors or approved delivery partners who reasonably require access for the engagement and who are subject to appropriate confidentiality obligations.

Confidential information does not include information that:

• is or becomes lawfully public without breach of confidentiality;
• was already lawfully known without confidentiality restriction;
• is independently developed without use of the other party's confidential information; or
• is lawfully received from another source without a duty of confidentiality.

Confidential information may also be disclosed where required by applicable law, regulation, court order or competent authority.

More specific confidentiality obligations agreed in a proposal, NDA, statement of work or other written agreement will prevail over this general clause to the extent of any conflict.

10 ·Intellectual property and Guruti background IP

Unless otherwise expressly agreed in writing, each party retains ownership of the intellectual property, methodologies, tools, templates, know-how, data and materials it owned or developed independently of the engagement.

The Client retains ownership of Client data, brands, documentation and other materials supplied by the Client.

Upon full payment of the applicable fees, the Client may use engagement-specific deliverables created for the Client for its internal business purposes, subject to any limitations stated in the relevant proposal, quotation or statement of work.

Where Guruti background intellectual property is incorporated into an engagement-specific deliverable, the Client may use that background intellectual property only to the extent reasonably necessary to use the deliverable for the Client's internal business purposes.

Nothing in an engagement transfers ownership of Guruti background IP unless expressly agreed in writing.

Third-party materials remain subject to the intellectual-property and licence terms applicable to those materials.

11 ·Data protection

Each party will comply with applicable data-protection law in relation to personal data processed in connection with the engagement.

Personal data relating to Client contacts, prospects, suppliers or other business contacts that Guruti processes as an independent controller will be handled in accordance with Guruti's applicable Privacy Policy and legal obligations.

Where the nature of an engagement requires Guruti to process personal data on behalf of the Client as a processor, the parties will put in place the data-processing terms required by applicable law, including Article 28 GDPR where applicable.

These Terms do not replace any data-processing agreement required for a particular engagement.

The Client should provide only personal data reasonably required for the engagement and is responsible for ensuring that it has an appropriate legal basis for providing that data to Guruti.

12 ·Termination and cancellation

Engagement-specific cancellation, notice, minimum commitment or termination provisions are those stated in the accepted proposal, quotation, statement of work or other written engagement document.

Either party may terminate an engagement for material breach where the other party fails to remedy a remediable breach within a reasonable period specified in written notice.

Nothing in this clause prevents Guruti from exercising the suspension rights applicable to overdue undisputed amounts.

Unless the engagement expressly provides a right to terminate for convenience, a fixed-scope engagement may not be cancelled solely for convenience without addressing the commercial consequences with Guruti.

On termination or cancellation, the Client remains responsible for fees for services properly performed up to the effective termination date and for approved or unavoidable third-party commitments incurred for the engagement.

Any specific cancellation charge or termination fee applies only where it has been expressly agreed in the engagement-specific commercial terms.

Where the Client qualifies as a consumer and a statutory right of withdrawal applies, including in qualifying distance or off-premises contracts, that right will be respected in accordance with applicable consumer law. Where the Client requests that services begin during an applicable withdrawal period, the commencement of the services, any payment due for services already performed and any loss of the right of withdrawal following full performance will be handled in accordance with applicable law.

13 ·Liability

Each party remains responsible for its obligations under the engagement and applicable law.

To the extent permitted by applicable law, Guruti is not responsible for loss or damage arising from:

• materially inaccurate, incomplete or delayed information supplied by the Client;
• Client decisions or actions taken contrary to Guruti's documented advice;
• acts, omissions or failures of independent third-party vendors or service providers;
• systems, data or infrastructure outside Guruti's reasonable control; or
• changes made to deliverables, configurations or recommendations by the Client or third parties after delivery without Guruti's involvement.

To the extent permitted by applicable law, Guruti will not be responsible for indirect or consequential loss arising from the engagement.

Any engagement-specific liability cap, allocation of risk, indemnity or additional exclusion agreed between the parties will be stated in the applicable proposal, statement of work or other written engagement terms.

Nothing in these Terms excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited.

14 ·Force majeure and events outside reasonable control

Neither party will be responsible for delay or failure to perform caused by events outside its reasonable control, provided that the affected party informs the other party within a reasonable time and takes reasonable steps to mitigate the effect.

Such events may include material infrastructure or telecommunications outages, natural disasters, government action, serious civil disruption, widespread service-provider failure or other circumstances that could not reasonably have been prevented by the affected party.

This clause does not excuse payment obligations for services already properly performed and invoiced.

15 ·Issues, claims and notices

The Client should notify Guruti in writing without undue delay of any material issue concerning the services or a deliverable and provide sufficient information to allow the issue to be assessed and, where appropriate, remedied.

The parties will use reasonable efforts to discuss material concerns in good faith before escalating them to formal proceedings.

Formal notices relating to an engagement should be sent using the contact details stated in the relevant proposal, quotation, statement of work or other engagement document.

Notices to Guruti may also be sent to solutions@guruti.es.

16 ·Independent relationship and delivery resources

Guruti provides services as an independent professional service provider. Nothing in an engagement creates an employment relationship, partnership, joint venture or authority for either party to bind the other unless expressly agreed in writing.

Guruti may use appropriately qualified specialists, contractors or delivery partners where reasonably appropriate for the engagement.

Where such resources require access to confidential information or personal data, appropriate confidentiality and data-protection obligations will apply.

17 ·Governing law and disputes

The contractual relationship is governed by Spanish law, subject to any mandatory rules that may apply to a particular engagement.

The parties will use reasonable efforts to resolve any material dispute in good faith through their appropriate commercial or executive contacts before commencing formal proceedings, without preventing either party from seeking urgent relief or pursuing an undisputed overdue debt where appropriate.

Any dispute that cannot be resolved amicably will be submitted to the courts having jurisdiction under applicable procedural law, unless the parties have validly agreed a specific jurisdiction or dispute-resolution mechanism in the accepted proposal, statement of work or other engagement-specific written terms.

18 ·General provisions

The accepted engagement documents and these Terms constitute the agreement between the parties concerning the services to which they relate and supersede prior discussions or representations concerning the same subject matter, except for documents expressly incorporated into the engagement.

Any material amendment to an engagement should be agreed in writing by authorised representatives of the parties.

A failure or delay in exercising a contractual right does not constitute a waiver of that right.

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will continue to apply to the extent permitted by law.

These Terms may be supplemented or replaced by engagement-specific terms expressly accepted by both parties.

19 ·Electronic communications and acceptance

Proposals, quotations, statements of work, orders, approvals and other engagement communications may be exchanged and accepted electronically to the extent permitted by applicable law.

Electronic records, accepted proposals, written confirmations and valid electronic signatures may be used as evidence of the parties' agreement.

Guruti Solutions

Strategy → Systems → Execution

Questions regarding these commercial terms: solutions@guruti.es