Provider: Pear Events S.L. ("Provider", "Pear Events") Customer: The entity identified in the Order Form ("Customer")

This Main Service Agreement ("MSA"), together with any applicable Service Schedules, Order Forms, Statements of Work, and the Data Processing Agreement, forms the entire agreement between the Provider and the Customer (collectively, the "Agreement").

SECTION I — STRUCTURE AND DEFINITIONS

Clause 1: Definitions

For the purposes of this Agreement, the following terms shall have the meanings set out below:

(a) "Agreement" means this MSA together with all incorporated Service Schedules, Order Forms, SOWs, and the Data Processing Agreement.
(b) "Authorised User" means any individual granted access to the Platform by the Customer.
(c) "Business Day" means any day on which the European Central Bank (ECB) is open for business, excluding weekends. Spanish public holidays are not excluded.
(d) "Change Order" means a written amendment to an existing Order Form or SOW, approved by an Authorised User with the requisite permissions.
(e) "Connected Account" means any third-party account (including LinkedIn, WhatsApp, or email accounts) connected to the Platform by an Authorised User.
(f) "Customer Data" means all data, content, and information submitted to or processed through the Platform by the Customer or its Authorised Users, including event data, guest lists, CRM data, and Connected Account data.
(g) "Data Processing Agreement" or "DPA" means the data processing agreement separately executed between the parties, incorporated herein by reference.
(h) "Effective Date" means the date on which the first Order Form is executed, or the Customer first accesses the Platform, whichever is earlier.
(i) "Fees" means all amounts payable by the Customer under this Agreement, as specified in the applicable Order Form or SOW.
(j) "Order Form" means a commercial document executed between the parties specifying the Services, Fees, and Term for a given engagement under Schedule A.
(k) "Platform" means the Pear Events software platform and all associated tools, interfaces, and integrations made available to the Customer under Schedule A.
(l) "Service Schedule" means a schedule annexed to this MSA describing a specific category of Services, including Schedule A (Software Platform) and Schedule B (Events-as-a-Service).
(m) "Services" means the services provided by Pear Events under any applicable Service Schedule, Order Form, or SOW.
(n) "SOW" or "Statement of Work" means a document specifying the scope, deliverables, timeline, and Fees for an Events-as-a-Service engagement under Schedule B.
(o) "Term" means the duration of this Agreement or any Order Form or SOW, as applicable.
(p) "Unipile" means the third-party integration provider used by Pear Events to facilitate certain Connected Account integrations.

Clause 2: Order of Precedence

(a) In the event of any conflict or inconsistency between the documents forming this Agreement, the following order of precedence shall apply (highest to lowest):
1. Change Orders and Order Form Updates;
2. The original Order Form;
3. SOW Updates (including Platform-approved budget increases or scope changes);
4. The original Statement of Work;
5. The applicable Service Schedule(s);
6. This MSA.
(b) The Data Processing Agreement shall take precedence over all other documents in this Agreement solely with respect to matters of personal data processing.
(c) Where a Service Schedule or Order Form expressly states that it overrides a specific provision of this MSA, that override shall apply to the extent stated and no further.

Clause 3: Document Updates

(a) Order Forms and SOWs may be updated dynamically via the Platform. An update takes effect when approved by an Authorised User with billing or ordering permissions.
(b) Pear Events may update Service Schedules with thirty (30) days' written notice to the Customer. Updates to Service Schedules shall not affect Order Forms or SOWs already in effect at the time of notice, which shall continue under the prior terms until their next renewal.
(c) The Customer is responsible for ensuring that Authorised Users with approval permissions are authorised to bind the Customer to financial obligations.

SECTION II — AUTHORITY AND BINDING OBLIGATIONS

Clause 4: Signatory Authority

(a) The individual executing this Agreement, any Order Form, or any SOW represents and warrants that they have full legal authority to bind the Customer to the terms of this Agreement.
(b) If it is subsequently established that the executing individual lacked the authority to bind the Customer, that individual shall be personally and directly liable for all Fees, costs, and damages arising from the engagement, as if they were themselves the Customer.

Clause 5: Platform Permissions

(a) The Customer acknowledges that any Authorised User assigned administrative, billing, or ordering permissions within the Platform is authorised to bind the Customer to financial obligations, including plan upgrades, seat additions, and event budget approvals.
(b) The Customer is solely responsible for managing Authorised User permissions and for promptly revoking access from any individual who is no longer authorised to act on the Customer's behalf.
(c) Pear Events shall not be liable for any obligations incurred through the Platform by an Authorised User whose permissions the Customer failed to revoke in a timely manner.

Clause 6: Business Customers Only

(a) This Agreement is entered into exclusively between businesses. The Customer warrants that it is acting in the course of a trade, business, or profession, and not as a consumer.
(b) Consumer protection legislation, including but not limited to the Spanish Real Decreto Legislativo 1/2007, shall not apply to this Agreement.

SECTION III — FEES, PAYMENT, AND TAXATION

Clause 7: Currency and Payment Methods

(a) The currency and default payment method for Fees depend on the Customer's jurisdiction of establishment, as follows:
- (i) EEA Customers: Fees are denominated and payable in Euros (EUR). The default payment method is SEPA Credit Transfer to the Provider's designated EU bank account.
- (ii) United Kingdom Customers: Fees are denominated and payable in Pound Sterling (GBP). The default payment method is Faster Payments Service (FPS). Wire Transfer to the Provider's designated GBP account (held in the UK or in the EU) is available as an alternative.
- (iii) All other Customers: Fees are denominated and payable in United States Dollars (USD). The default payment method is Wire Transfer to the Provider's designated USD account held at an EU bank.
(b) All payments must be made on a "SHA" or "OUR" basis, meaning each party bears its own transfer costs, or the Customer bears all transfer costs. The Provider must receive the full invoiced amount net of any transfer fees.
(c) Pear Events may, at its discretion, offer alternative payment methods (including SEPA Direct Debit or credit card). Alternative methods may attract additional processing fees, which will be disclosed at the time of payment.
(d) Where an Order Form specifies a different currency or payment method, that specification shall take precedence over this Clause.

Clause 8: Invoicing

(a) For automated payments, a pro-forma order confirmation is generated immediately upon transaction. A final VAT invoice is issued within five (5) Business Days of payment confirmation.
(b) Where an automated charge fails, Pear Events shall issue a VAT invoice with payment terms of fourteen (14) calendar days.
(c) The Customer must raise any dispute regarding an invoice in writing within fourteen (14) calendar days of the invoice date. Invoices not disputed within this period are deemed accepted.

Clause 9: Late Payment and Enforcement

(a) Late Payment Fee. Overdue invoices shall incur a fixed administrative fee of €40 per invoice, plus interest accruing daily at a rate of 15 percentage points above the European Central Bank's main refinancing rate (as published from time to time), calculated on the outstanding balance from the due date until the date of payment in full. If a competent court determines that this rate is unenforceable, the applicable rate shall fall back to 8 percentage points above the ECB main refinancing rate, consistent with the EU Late Payments Directive (2011/7/EU). For UK Customers, the equivalent reference rate shall be the Bank of England base rate in place of the ECB rate.
(b) Chargebacks and Reversals. Any payment reversal or chargeback, regardless of cause, shall incur an administrative fee of €100, plus applicable interest under Clause 9(a). This fee applies to reversals caused by, without limitation: (i) unauthorised employee actions; (ii) insufficient funds; or (iii) technical failures on the part of the Customer's financial institution. This fee shall be waived only where the reversal is caused by a documented error solely attributable to Pear Events or its payment processor.
(c) Collection Costs. The Customer shall be liable for all reasonable costs incurred by Pear Events in collecting overdue amounts, including legal fees and third-party collection agency fees.

Clause 10: Taxation

(a) All Fees are exclusive of VAT and any other applicable taxes.
(b) Spanish VAT at the applicable rate will be applied where: (i) the Customer is established in Spain; or (ii) the Customer is established in the EEA and fails to provide a valid VAT registration number.
(c) Customers established in the EEA must provide a valid VAT registration number to benefit from the reverse charge mechanism. Pear Events is not responsible for errors arising from the Customer providing an incorrect or invalid VAT number.
(d) Customers established outside the EEA (including the United Kingdom) are responsible for determining and accounting for any applicable taxes in their jurisdiction.

Clause 11: Price Adjustments

(a) Pear Events may adjust Fees applicable to recurring Services upon renewal, with no less than thirty (30) days' written notice prior to the renewal date.
(b) Any Order Form or SOW may specify a fixed price for the duration of the current Term, in which case adjustments shall only apply from the next renewal.

SECTION IV — TERM, RENEWAL, AND CANCELLATION

Clause 12: Term

(a) This Agreement commences on the Effective Date and continues until terminated in accordance with this Section IV.
(b) Each Order Form and SOW shall specify its own Term. Where no Term is specified, the default Term shall be one (1) calendar month.

Clause 13: Automatic Renewal

(a) Unless otherwise specified in the applicable Order Form or SOW, all contracts automatically renew for successive periods equal in length to the original Term, unless either party gives written notice of cancellation in accordance with Clause 14.

Clause 14: Cancellation and Notice

(a) For contracts with an initial Term of three hundred and sixty (360) days or longer, written notice of cancellation must be provided at least sixty (60) calendar days before the renewal date.
(b) For contracts with an initial Term of less than three hundred and sixty (360) days, written notice of cancellation must be provided at least thirty (30) calendar days before the renewal date.
(c) Notice of cancellation must be given in writing. Cancellation takes effect at the end of the then-current Term; it does not take effect mid-Term unless the parties expressly agree otherwise or termination for cause applies under Clause 16.
(d) Service Schedules or Order Forms may specify different notice periods, which shall take precedence over this Clause.
(e) Discretionary Early Termination. Notwithstanding the above, Pear Events may, at its sole discretion, accept an early termination request submitted by the Customer (including via the Platform) and, where it does so, may waive all or part of the Fees that would otherwise have remained due for the unexpired Term. Any such acceptance and waiver is a unilateral commercial decision by Pear Events and does not create a contractual right for the Customer to demand early termination or fee waiver in any future circumstance. Acceptance of an early termination request shall be confirmed in writing by Pear Events and shall take effect from the date specified in that confirmation.

Clause 15: Termination for Cause

(a) Either party may terminate this Agreement or any Order Form or SOW immediately upon written notice if:
- (i) the other party commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days of written notice specifying the breach; or
- (ii) the other party becomes insolvent, enters administration, liquidation, or any equivalent insolvency procedure in any jurisdiction.
(b) Pear Events may terminate any Order Form or SOW immediately upon written notice if the Customer's use of the Platform or Services poses a material legal, regulatory, or reputational risk to Pear Events.

Clause 16: Suspension for Non-Payment

(a) Without prejudice to its right to terminate, Pear Events may suspend the Customer's access to the Platform and/or the provision of Services if any invoice remains unpaid for more than fourteen (14) calendar days after its due date.
(b) Suspension does not constitute non-delivery or a failure of Services. All Fees remain due and payable during any period of suspension. The Customer shall not be entitled to any refund, credit, or reduction in Fees on account of suspension.
(c) Services shall be deemed delivered for the purposes of payment obligations, regardless of whether the Customer's access has been suspended.
(d) Access shall be restored promptly upon payment of all outstanding amounts, including applicable late fees and interest.

Clause 17: Effect of Termination

(a) Upon termination or expiry of this Agreement or any Order Form or SOW, the Customer must export all Customer Data before the effective termination date. Pear Events shall not be obligated to retain Customer Data after termination.
(b) Pear Events may permanently delete Customer Data following the effective termination date without further notice.
(c) Clauses that by their nature should survive termination shall do so, including without limitation: Clauses 4, 9, 10, 19, 20, 21, 22, and 24.

SECTION V — ACCEPTABLE USE AND CUSTOMER OBLIGATIONS

Clause 18: Customer Responsibilities

(a) The Customer is responsible for all activity conducted through its account and by its Authorised Users.
(b) The Customer must ensure that all Authorised Users comply with this Agreement and any applicable Acceptable Use policies published by Pear Events.
(c) The Customer is responsible for the accuracy, legality, and completeness of all Customer Data uploaded to or processed through the Platform, including CRM data and guest lists.

Clause 19: Third-Party Platform Compliance

(a) The Customer acknowledges that the Platform integrates with third-party platforms including, without limitation, LinkedIn, WhatsApp, and email service providers.
(b) The Customer warrants that its use of the Platform, including any automated activities conducted through Connected Accounts, complies with all applicable laws and with the terms of service of those third-party platforms.
(c) Pear Events makes no representation or warranty that the use of automated tools through the Platform is compliant with the terms of service of any third-party platform. The risk of account restriction, suspension, or permanent ban arising from such use lies entirely with the Customer and the relevant Authorised User.
(d) The Customer must not use the Platform to send communications for which it does not have a lawful basis under applicable privacy and electronic communications law, including the GDPR and the ePrivacy Directive.

Clause 20: Restrictions

(a) The Customer must not:
- (i) reverse engineer, decompile, or otherwise attempt to derive source code from the Platform;
- (ii) resell, sublicense, or otherwise make the Platform available to third parties not covered by this Agreement;
- (iii) use the Platform to transmit unsolicited commercial communications in violation of applicable law;
- (iv) connect any account to the Platform that the Customer or Authorised User is not authorised to connect; or
- (v) use the Platform in any manner that infringes the rights of any third party or violates any applicable law.

SECTION VI — INTELLECTUAL PROPERTY

Clause 21: Ownership

(a) Pear Events retains all intellectual property rights in the Platform, software, methodologies, templates, and any materials created by Pear Events in connection with the Services.
(b) The Customer retains all intellectual property rights in Customer Data.
(c) Pear Events is granted a limited, non-exclusive licence to process Customer Data solely for the purposes of providing the Services and as set out in the DPA.

Clause 22: Licence to Customer

(a) Pear Events grants the Customer a limited, non-exclusive, non-transferable licence to access and use the Platform during the Term, solely for the Customer's internal business purposes and in accordance with this Agreement.
(b) No rights are granted to the Customer to white-label, rebrand, or resell the Platform unless expressly agreed in writing.

Clause 23: Feedback

(a) If the Customer provides Pear Events with any suggestions, feedback, or ideas relating to the Platform or Services, Pear Events may use such feedback freely and without obligation to the Customer.

SECTION VII — CONFIDENTIALITY

Clause 24: Confidentiality Obligations

(a) Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without the prior written consent of the disclosing party.
(b) "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including pricing, technical data, business plans, and Customer Data, whether disclosed orally, in writing, or through the Platform.
(c) Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already known to the receiving party before disclosure; (iii) is independently developed by the receiving party without reference to the disclosing party's information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice where legally permissible.
(d) Each party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Clause.
(e) Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

SECTION VIII — DATA PROTECTION

Clause 25: Data Processing Agreement

(a) All processing of personal data in connection with this Agreement is governed by the DPA, which is incorporated herein by reference and forms part of this Agreement.
(b) In the event of any conflict between this MSA and the DPA with respect to personal data processing, the DPA shall prevail.
(c) The Customer warrants that it has a valid lawful basis under applicable data protection law (including GDPR) for sharing personal data with Pear Events, including the personal data of event guests, invitees, and individuals whose data is accessible through Connected Accounts.
(d) The Customer is the data controller for all personal data processed through the Platform. Pear Events acts as a data processor on the Customer's behalf.

SECTION IX — WARRANTIES AND DISCLAIMERS

Clause 26: Provider Warranties

(a) Pear Events warrants that the Platform will perform materially in accordance with its published documentation during the Term.
(b) Pear Events warrants that it has the right to grant the licences set out in this Agreement.

Clause 27: Disclaimers

(a) Except as expressly stated in Clause 26, the Platform and Services are provided "as is" and "as available". Pear Events disclaims all warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
(b) Pear Events does not warrant that the Platform will be uninterrupted or error-free, or that any third-party integrations (including those with LinkedIn, WhatsApp, CRM platforms, or calendar services) will remain available or functional.
(c) Pear Events does not warrant any particular outcome from the use of the Services, including event attendance rates, pipeline generated, or return on investment.
(d) Third-party services, including Unipile, operate under their own terms and conditions. Pear Events is not responsible for the performance, availability, or actions of any third-party service provider.

SECTION X — LIMITATION OF LIABILITY

Clause 28: Liability Cap

(a) The Provider's total aggregate liability to the Customer for all claims arising under or in connection with this Agreement (whether in contract, tort, including negligence, or otherwise) shall not exceed the total Fees actually paid by the Customer to the Provider in the twelve (12) months immediately preceding the event giving rise to the claim.
(b) For the avoidance of doubt, this cap applies to the aggregate of all claims and shall not be reset for each individual claim.

Clause 29: Exclusion of Consequential Loss

(a) Neither party shall be liable to the other for any:
- (i) loss of profits or revenue;
- (ii) loss of business or contracts;
- (iii) loss or corruption of data;
- (iv) reputational damage;
- (v) loss of anticipated savings; or
- (vi) indirect, special, or consequential loss, whether or not such loss was foreseeable or the party had been advised of the possibility of such loss.

Clause 30: Specific Exclusions

(a) Events-as-a-Service Costs. The liability cap in Clause 28 expressly excludes third-party costs committed on the Customer's behalf in connection with Events-as-a-Service engagements (including venue deposits, catering, and vendor fees). The Customer remains solely responsible for such costs in accordance with Schedule B.
(b) Third-Party Platform Actions. Pear Events shall have no liability whatsoever for any restriction, suspension, or permanent ban imposed on any Connected Account by a third-party platform arising from the use of the Platform or Services. This exclusion applies regardless of whether such action was foreseeable.
(c) Integration Availability. Pear Events shall have no liability for the unavailability or deprecation of any third-party integration, including integrations provided through Unipile.

Clause 31: Mandatory Exceptions

(a) Nothing in this Agreement limits or excludes liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited under applicable law.

SECTION XI — INDEMNIFICATION

Clause 32: Customer Indemnity

(a) The Customer shall indemnify, defend, and hold harmless Pear Events and its officers, employees, and contractors from and against any third-party claims, losses, damages, and costs (including reasonable legal fees) arising from:
- (i) Customer Data, including any claim that Customer Data infringes the rights of a third party;
- (ii) the Customer's or any Authorised User's breach of the terms of service of any third-party platform through the use of Connected Accounts;
- (iii) the Customer's breach of applicable anti-spam, data protection, or electronic communications law; or
- (iv) the Customer's breach of this Agreement.

Clause 33: Provider Indemnity

(a) Pear Events shall indemnify, defend, and hold harmless the Customer from and against any third-party claim that the Platform, as provided by Pear Events, infringes any third-party intellectual property right, provided that the Customer: (i) gives Pear Events prompt written notice; (ii) grants Pear Events sole control of the defence; and (iii) provides reasonable assistance.
(b) This indemnity does not apply to infringement arising from: (i) Customer Data; (ii) modifications to the Platform made by the Customer; or (iii) use of the Platform in combination with third-party services not approved by Pear Events.

SECTION XII — FORCE MAJEURE

Clause 34: Force Majeure

(a) Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control ("Force Majeure Event").
(b) Force Majeure Events include, without limitation: acts of God, natural disasters, war, terrorism, civil unrest, governmental action, pandemic, power failures, and internet outages.
(c) For the avoidance of doubt, the following shall also constitute Force Majeure Events for the purposes of Pear Events' obligations: (i) changes to the terms of service or technical capabilities of third-party platforms, including LinkedIn and WhatsApp; (ii) deprecation or unavailability of third-party APIs; and (iii) actions taken by third-party platform operators that restrict or prevent the functioning of integrations.
(d) The party affected by a Force Majeure Event shall notify the other party promptly and shall use reasonable efforts to resume performance as soon as practicable.

SECTION XIII — GOVERNING LAW AND DISPUTES

Clause 35: Governing Law

(a) This 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.
(b) For Customers established in the United Kingdom, the parties acknowledge that UK GDPR (as defined in the UK Data Protection Act 2018) applies in place of EU GDPR with respect to any personal data of UK data subjects. The governing law of this Agreement remains Spanish law for all other purposes.
(c) Where mandatory provisions of the law of the Customer's jurisdiction apply and cannot be excluded by choice of law, those provisions shall apply to the extent required.

Clause 36: Dispute Resolution

(a) In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiation for a period of thirty (30) days from the date one party notifies the other of the dispute in writing.
(b) If the dispute is not resolved through negotiation, the competent court shall be determined as follows:
- (i) EEA Customers (excluding Denmark): For claims at or below the threshold of the European Small Claims Procedure (Regulation (EC) No 861/2007, as amended), as applicable from time to time, proceedings shall be brought in the courts of the defendant's domicile or principal place of business, consistent with the ESCP framework. For claims above that threshold, the courts of Madrid, Spain shall have exclusive jurisdiction.
- (ii) Denmark: The courts of Denmark shall have exclusive jurisdiction.
- (iii) United Kingdom: The courts of England and Wales shall have exclusive jurisdiction.
- (iv) All other jurisdictions: The courts of Madrid, Spain shall have exclusive jurisdiction.
(c) For the purposes of sub-clause (b)(i), where Pear Events is the defendant, proceedings may be brought in the courts of Madrid. Where the Customer is the defendant, Pear Events may bring proceedings in the courts of the Customer's domicile or principal place of business.
(d) Nothing in this Clause prevents either party from seeking urgent interim or injunctive relief in any jurisdiction where such relief is necessary to preserve its rights.

SECTION XIV — GENERAL PROVISIONS

Clause 37: Entire Agreement

(a) This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral.

Clause 38: Amendments

(a) No amendment to this Agreement shall be valid unless made in writing and signed by authorised representatives of both parties, except for updates made through the Platform in accordance with Clause 3.

Clause 39: Assignment

(a) The Customer may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Pear Events.
(b) Pear Events may assign this Agreement without consent to: (i) a member of its corporate group; or (ii) a successor in the context of a merger, acquisition, or sale of all or substantially all of its assets.

Clause 40: Severability

(a) If any provision of this Agreement is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.

Clause 41: No Waiver

(a) Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of the right to enforce it in the future.

Clause 42: Notices

(a) Operational notices (including account notifications, invoices, and schedule updates) may be given by email to the Customer's registered email address and shall be deemed received on the Business Day following sending.
(b) Legal notices (including notices of breach, termination, or legal proceedings) must be given by registered post or internationally recognised courier to the party's registered address and shall be deemed received upon confirmed delivery.

Clause 43: Relationship of Parties

(a) The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, employment, franchise, or agency relationship between the parties.

Clause 44: Third-Party Rights

(a) This Agreement does not confer any rights on any third party. No third party may enforce any provision of this Agreement.

This MSA is entered into as of the Effective Date by the authorised representatives of the parties as identified in the Order Form.