Customer Terms and Conditions

These Customer Terms and Conditions ("Terms") are an agreement between BONATECH PARTNERS SL (tax ID B26589119), whose registered office is at Paseo Bonanova 22, Esc. C, 5-1, 08022 Barcelona, Spain ("Walter", "we", "us" or "our") and the business named on the Walter account ("Customer" or "you").

You accept these Terms by selecting to accept them in the Walter platform, by signing an Order Form that refers to them, or by placing an order or using any of the Services. The person accepting represents and warrants that they have the authority to bind the Customer to these Terms.

These Terms incorporate the Data Processing Addendum published at wearewalter.com/legal/dpa and, for each order, the Order Form or order confirmation. If they conflict, the following order of precedence applies: (i) the Order Form, (ii) any service-specific agreement or statement of work, (iii) the Data Processing Addendum, as regards personal data, and (iv) these Terms.

The Services are provided exclusively for professional business use. You represent and warrant that you are acting for purposes relating to your trade, business or profession, and not as a consumer.

a. Account information. You will give accurate, current and complete information when your account is created and keep it up to date, including your legal name, billing details and the addresses devices are delivered to.

b. Users. You decide who may use your account and with which role. You are responsible for the acts and omissions of everyone who uses your account, and for keeping the list of users current as people join and leave.

c. Account security. You are responsible for keeping your users' credentials secure and for all activity under your account. You will tell us promptly at hello@wearewalter.com if you become aware of any unauthorised use of your account. We are not liable for loss arising from your failure to protect your credentials.

d. Partner and multi-entity accounts. If you manage accounts on behalf of other businesses — as a reseller, a partner or a group company — you represent and warrant that you have the authority to bind each of them to these Terms and to provide their data to us, and you are jointly and severally liable with each of them for their obligations under these Terms.

Walter may provide one or more of the following services (the "Services"):

• The sale of IT equipment
• The lease or subscription of IT equipment, directly or through a financing partner
• Insurance, device protection and extended warranty
• Device management and endpoint security
• IT as a Service, including deployment, support and recovery of equipment
• Warehousing of equipment
• Access to the Walter platform

Services may be contracted individually or together, as set out in the Order Form or the order. Walter may use subcontractors and third-party providers to deliver the Services and remains responsible for their performance.

Each order you place, or Order Form you sign, is an offer. It becomes a binding agreement when Walter confirms it in writing or begins providing the Services.

Walter may refuse or cancel an order for operational, compliance, availability or credit reasons. Walter may carry out credit and identity checks, and may assign payment rights or lease obligations to a financing partner, in which case you agree to pay that partner. Leased orders are subject to the financing partner's approval and to any minimum financed amount it sets.

Prices are fixed on an order when it is placed. A later change to a list price, a supplier's cost or an exchange rate does not change an order already placed.

The duration of each Service is set out in the Order Form or the order. Leases run for a fixed term of 12, 24, 36 or 48 months, starting on delivery or on the service start date stated in the order.

At the end of a lease you may return the equipment, extend the lease or, where a buy-out option is offered, buy the equipment. Ending a lease early may incur the early termination charges set out in the order.

Services other than leases, including device management, IT as a Service and platform access, continue for the period set out in the order and renew automatically for the same period unless either party gives notice before renewal.

Fees, billing frequency and payment terms are set out in the Order Form or the order. Unless they say otherwise, you will pay each invoice within thirty (30) days of its date, by the payment method on your account, which you authorise us to charge for amounts due.

Fees exclude VAT, sales tax and other applicable taxes, which you will pay in addition. Fees are non-refundable except where these Terms or the law say otherwise.

If an undisputed invoice is not paid when due, Walter may charge interest at the rate permitted by applicable law, suspend the Services, refuse new orders and, if the amount remains unpaid for thirty (30) days after notice, terminate the affected Services. You will reimburse reasonable costs of collecting overdue amounts.

Delivery dates are estimates. You will inspect equipment on delivery and report any defect, discrepancy or damage within five (5) business days, after which the equipment is deemed accepted.

You are responsible for giving accurate delivery details and for additional costs caused by inaccurate ones. Risk in equipment passes to you on delivery.

Equipment you buy becomes yours when it has been paid for in full. Leased equipment remains the property of Walter or its financing partner throughout the lease.

You will use equipment for business purposes only, keep it in good working order, follow the manufacturer's and Walter's instructions, and not sell, sub-lease, pledge or otherwise dispose of leased equipment.

At the end of a lease, on termination, or when an employee leaves and a device is to be recovered, you will return equipment promptly, in good working order, with its accessories, subject only to reasonable wear and tear.

Walter may charge for repair or refurbishment, missing components, damage beyond reasonable wear, and the replacement value of equipment that is lost, destroyed or not returned. Leased equipment not returned within the period Walter specifies may be treated as bought and invoiced at its replacement value.

Where device protection, insurance or an extended warranty is included, cover is subject to the provider's terms. You will report incidents promptly and cooperate with claims. Where no cover applies, you are responsible for loss, theft of and damage to equipment in your possession.

a. Licence. Subject to these Terms, Walter grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to use the Walter platform for your internal business purposes during the term of your Services.

b. Restrictions. You will not copy, modify, reverse engineer or decompile the platform, make it available to third parties other than your users, circumvent its security or usage limits, or use it to build a competing product.

c. Changes. Walter may change, add or remove platform features. Walter will not materially reduce the functionality of a Service you pay for during its term without notice.

Walter will use commercially reasonable efforts to provide device management and endpoint security Services. No system is completely secure, and you remain responsible for your users' behaviour, your internal security policies and your data backups. Walter is not responsible for incidents caused by your actions, misuse of the Services or third-party systems outside Walter's control.

Walter will provide IT services as described in the Order Form or statement of work. You will provide the access, cooperation, authorised contacts and accurate information those services need. Walter is not responsible for delays or failures caused by your acts, omissions or lack of cooperation.

You are responsible for:

• The accuracy of the information you give Walter
• The acts and omissions of your employees, contractors and users
• Your compliance with the laws that apply to your business
• Maintaining backups of your data
• The proper use of equipment and Services

a. Walter's intellectual property. Walter and its licensors retain all rights in the platform, its software, tools and documentation, and everything Walter creates in providing the Services.

b. Your content. You retain all rights in the information and materials you provide to Walter that are not personal data ("Your Content"). You grant Walter a worldwide, non-exclusive, royalty-free licence to use, copy, process and adapt Your Content only to provide, secure and improve the Services. Personal data is governed by section 18 and the Data Processing Addendum, not by this section.

c. Feedback. If you give Walter feedback, ideas or suggestions about the Services, Walter may use them for any purpose without obligation or payment to you.

You grant Walter a non-exclusive, royalty-free, worldwide licence to use your company name and logo ("Brand Features") to identify you as a customer in Walter's marketing materials, customer lists and website, for the sole purpose of promoting the Services. Walter will use your Brand Features in line with any reasonable brand guidelines you provide.

You may withdraw this permission at any time by writing to hello@wearewalter.com. Walter will stop new uses within thirty (30) days and is not required to recall materials already printed or distributed.

Walter may from time to time test changes to the platform — such as new features, layouts or recommendations — with some customers before making them generally available, to improve the quality, performance and usefulness of the Services. Such tests do not change the price, terms or content of any order you have placed, or the equipment or Services you have contracted.

a. Scope. This section governs personal data that Walter processes on your behalf in providing the Services, such as the details of your employees who receive, use and return equipment ("Customer Personal Data"). Where this section conflicts with any other part of these Terms as regards Customer Personal Data, this section prevails.

b. Roles. You are the controller of Customer Personal Data and Walter is your processor. Walter processes Customer Personal Data only on your documented instructions, which include providing, securing, supporting and improving the Services under these Terms. Walter is the controller of the personal data of your users and contacts that it needs to run your account, bill you and meet its legal obligations, as described in its Privacy Policy at wearewalter.com/legal/privacy.

c. Data Processing Addendum. The Data Processing Addendum at wearewalter.com/legal/dpa forms part of these Terms and applies to Walter's processing of Customer Personal Data. Where it conflicts with these Terms as regards Customer Personal Data, the Data Processing Addendum prevails.

d. Your responsibilities as controller. You are responsible for the accuracy and lawfulness of Customer Personal Data, for giving your employees and users any notices the law requires, for having a lawful basis for providing their data to Walter, and for handling their requests to exercise their rights, instructing Walter where its help is needed.

e. Security and confidentiality. Walter maintains appropriate technical and organisational measures to protect Customer Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage. Walter treats Customer Personal Data as your confidential information, keeps each customer's data logically separated so that no customer can reach another's through the Services, and does not sell it or disclose it to other customers. Everyone at Walter who processes it is bound by a duty of confidentiality.

f. Security incidents. If Walter becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to Customer Personal Data, Walter will notify you without undue delay and give you the information reasonably available to it to help you meet your own obligations. Notifying or responding to an incident is not an acknowledgement of fault or liability.

g. Data you must not send. Unless Walter has agreed in writing, or the Services specifically ask for it, you will not provide Walter with health data, payment card data, special categories of personal data or data about criminal convictions. Where a Service needs an identity document — for customs clearance or a financing application, for example — Walter processes it only for that purpose.

h. Subprocessors. You authorise Walter to engage subprocessors to help provide the Services. The current list is published at wearewalter.com/legal/subprocessors. Walter imposes data protection terms on each subprocessor that are no less protective than those in the Data Processing Addendum, and remains responsible to you for their performance. Walter will give you notice before adding or replacing a subprocessor. If you object on reasonable data protection grounds and the objection cannot be resolved in good faith, you may terminate the affected Service and receive a pro-rata refund of any fees prepaid for the period after termination.

i. Aggregated and de-identified data. Walter may use Customer Personal Data to create aggregated or de-identified information that does not, and cannot reasonably be used to, identify you, your users or any natural person, and may use that information to operate, secure and improve the Services and to produce benchmarks and statistics. Such information is not Customer Personal Data. Walter will not attempt to re-identify it and will not disclose information attributable to you to any other customer.

j. Return and deletion. For thirty (30) days after the end of your Services you may ask Walter to export Customer Personal Data in a commonly used, machine-readable format. After that, Walter will delete Customer Personal Data from its production systems within ninety (90) days, except where the law requires Walter to keep it, or where it is needed for tax, audit or accounting purposes or to establish, exercise or defend legal claims.

Each party will keep confidential all non-public information it receives from the other, use it only to perform or exercise its rights under these Terms, and disclose it only to its employees, advisers, financing partners and subcontractors who need to know it and are bound by equivalent confidentiality obligations. This does not apply to information that is or becomes public other than through a breach of these Terms, or that must be disclosed by law. This obligation survives termination.

a. Termination by you. You may stop using the Services and close your account at any time. Closing your account does not end a lease or other fixed-term Service already contracted, which continues to the end of its term, and you remain responsible for all fees due up to that date.

b. Suspension and termination by Walter. Walter may suspend or terminate the affected Services immediately by notice if you fail to pay undisputed amounts when due, materially breach these Terms and do not remedy the breach within thirty (30) days of notice, become insolvent or enter any insolvency procedure, or misuse the Services or equipment. Walter may also end your access to the platform for any other reason on ninety (90) days' written notice, without affecting leases and other fixed-term Services already contracted.

c. Effect of termination. On termination your licence to use the platform ends, you will return equipment as section 9 requires, and all amounts you owe become payable. Sections 6, 8, 9, 15, 18, 19, 20(c), 21, 22, 23, 26 and 27 survive termination, as does any other provision that by its nature is intended to.

Equipment carries the manufacturer's warranty, which Walter will help you claim under. Except as expressly set out in these Terms, and to the fullest extent permitted by law, the Services are provided "as is" and "as available", and Walter disclaims all other warranties, conditions and representations, whether express, implied or statutory, including those of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. Walter does not warrant that the platform will be uninterrupted, error-free or completely secure.

To the fullest extent permitted by law, neither party is liable to the other for any indirect, special, incidental or consequential loss, or for any loss of profits, revenue, business, goodwill or data, however arising, even if it was advised of the possibility of such loss.

Each party's total aggregate liability arising out of or in connection with these Terms in any twelve (12) month period is limited to the total fees paid and payable by you to Walter in that period.

Nothing in these Terms limits or excludes liability for fraud, gross negligence or wilful misconduct, death or personal injury caused by negligence, your obligations to pay fees and to return or pay for equipment, your indemnity obligations, or any liability that cannot be limited or excluded by law.

You will indemnify, defend and hold harmless Walter, its affiliates and their officers, employees and agents from and against third-party claims, and the resulting liabilities, damages, losses and reasonable costs (including legal fees), arising out of or in connection with: (a) Your Content, or personal data you provide to Walter without a lawful basis; (b) your breach of these Terms; (c) your violation of applicable law; or (d) your use of the Services or equipment in a way these Terms do not permit.

Neither party is liable for failure or delay in performing its obligations, other than obligations to pay, caused by events beyond its reasonable control, including supply chain disruption, natural disasters, epidemics, strikes, war, and acts of government.

Walter may update these Terms. Walter will give notice of a new version in the Walter platform, where it must be accepted on your behalf before you can continue to use the platform or place new orders. Once accepted, the new version replaces the previous one and applies to all orders and Services, including those placed before it took effect.

The parties will first try in good faith to resolve any dispute through discussion between senior representatives for thirty (30) days before starting proceedings, except where urgent interim relief is needed. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, including non-contractual disputes or claims, are governed by the laws of Spain.

The courts of Barcelona, Spain, have exclusive jurisdiction to settle any such dispute or claim, and each party submits to their jurisdiction and waives any other forum to which it may be entitled.

a. Entire agreement. These Terms, together with the documents they incorporate and each Order Form, are the entire agreement between the parties about their subject matter and supersede any prior agreement, proposal or representation. Any terms you include in a purchase order or similar document do not apply.

b. Assignment. You may not assign or transfer these Terms without Walter's prior written consent. Walter may assign its rights and obligations to its affiliates, subcontractors and financing partners.

c. Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions remain in full force and effect.

d. Waiver. A failure or delay in enforcing any right is not a waiver of it.

e. Notices. Walter may give you notice through the Walter platform or by email to the contacts on your account. You may give Walter notice at hello@wearewalter.com.

f. Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.