GENERAL TERMS AND CONDITIONS ASESIO GROUP Last Updated: February 3, 2026 1. SCOPE AND APPLICATION 1.1 General Provisions These General Terms and Conditions (hereinafter "GTC") apply to all business relationships between Asesio Group (the "Provider"), operating as Asesio (hereinafter "Asesio", "we", "us" or "our") and its customers (hereinafter "Customer", "Client" or "you") concerning the provision of IT/Software Development and Media Production services. 1.2 Applicability These GTC form an integral part of all contracts between Asesio and the Customer. By placing an order or accepting our services, the Customer acknowledges and agrees to be bound by these GTC. Any deviating, conflicting, or supplementary general terms and conditions of the Customer shall not become part of the contract unless expressly agreed to in writing by Asesio. 1.3 Amendments Asesio reserves the right to amend these GTC at any time. Amendments shall be communicated to the Customer in writing or via email at least thirty (30) days prior to their effective date. Continued use of our services after the effective date constitutes acceptance of the amended GTC. 2. SERVICES 2.1 Service Categories 2.1.1 Software Development Services • Custom software development including web applications, mobile applications, and enterprise solutions • Rapid prototyping and Minimum Viable Product (MVP) development • Digital product development from strategy to market launch • Software architecture and system design • API development and integration services • Software maintenance and support • Cloud solutions and deployment services 2.1.2 Digital Consulting Services • Digital transformation consulting • Technology consulting and evaluation • Process optimization and automation • Digital strategy development • Project management and technical advisory • Quality assurance and testing services • IT infrastructure consulting 2.1.3 Media Production Services • Video production and editing • Animation and motion graphics • Presentation design and development • Multimedia content creation • Corporate communications materials • Marketing and promotional content 2.2 Service Delivery All services shall be provided with professional diligence and in accordance with industry standards. Asesio utilizes agile methodologies and lean processes to ensure efficient delivery. Services may be delivered from our locations in Switzerland, Paraguay, or other locations as deemed appropriate by Asesio. The parties acknowledge that work may be performed internationally (including from Paraguay); however, the contractual partner of the Customer remains Asesio Group in Switzerland, and governing law and jurisdiction remain Swiss as set out in Section 18. 2.3 Proprietary Platforms Certain services may involve the use of Asesio's proprietary tools and platforms, including but not limited to asesio OS. The use of such platforms is subject to separate licensing terms where applicable. 3. CONTRACT FORMATION AND CHANGES 3.1 Quotations and Proposals All quotations, proposals, and cost estimates provided by Asesio are non-binding unless expressly stated otherwise in writing. Offers remain valid for thirty (30) days from the date of issue unless otherwise specified. 3.2 Order Acceptance A contract is formed when Asesio confirms acceptance of the Customer's order in writing or via email, or when Asesio commences performance of the services, whichever occurs first. 3.3 Project Specification The specific scope of services, deliverables, timelines, and milestones shall be defined in individual project agreements, statements of work, or order confirmations (collectively "Project Specification"). The Project Specification forms an integral part of the contract together with these GTC. 3.4 Change Requests Any changes to the agreed Project Specification must be requested in writing and require written approval from both parties. Changes may result in adjustments to timelines, deliverables, and fees. Asesio shall provide an estimate of the impact of requested changes within a reasonable timeframe. 3.5 Customer Cooperation Obligations The Customer shall: • Provide timely access to all necessary information, materials, systems, and resources • Designate qualified contact persons with decision-making authority • Provide timely feedback and approvals as required • Ensure compliance with all applicable laws and regulations • Provide accurate and complete project requirements and specifications Delays caused by failure to meet these cooperation obligations may result in project timeline extensions and additional costs. 4. PRICING AND PAYMENT 4.1 Pricing Models Services may be provided under various pricing models including: • Fixed-price agreements for defined deliverables • Time and materials arrangements billed at hourly or daily rates • Retainer agreements for ongoing services • Milestone-based payments The applicable pricing model shall be specified in the Project Specification. 4.2 Fees and Expenses All fees are quoted and payable in the currency specified in the Project Specification or invoice. Unless otherwise agreed, prices are exclusive of value-added tax (VAT) and other applicable taxes, duties, or charges, which shall be added to invoices as required by law. 4.3 Payment Terms Unless otherwise agreed in writing: • Invoices are payable within thirty (30) days of the invoice date • For fixed-price projects, payment may be structured in milestones as specified in the Project Specification • For time and materials projects, invoicing shall occur monthly or at intervals specified in the Project Specification • Advance payments or deposits may be required for certain projects 4.4 Late Payment Late payments shall bear interest at the rate of 5% per annum above the applicable base rate from the due date until payment is received in full. Asesio reserves the right to suspend services if payment is overdue by more than fifteen (15) days, without prejudice to any other rights or remedies. 4.5 Expenses Unless otherwise agreed, out-of-pocket expenses such as travel costs, third-party licenses, stock materials, or specialized equipment required for project execution shall be reimbursed by the Customer at cost plus a reasonable handling fee. 4.6 Price Adjustments For ongoing service agreements exceeding twelve (12) months, Asesio reserves the right to adjust prices annually with sixty (60) days' written notice, taking into account inflation and market conditions. 4.7 Additional Costs for Changes Outside Scope If the Customer requests changes, additions, iterations, or revisions beyond the agreed Project Specification (including changes resulting from incomplete, late, or changing requirements), such work shall be treated as a change request under Section 3.4 and billed additionally at the agreed rates (or, if not agreed, at Asesio's then-current rates) and may impact timelines and milestones. 5. INTELLECTUAL PROPERTY RIGHTS 5.1 Pre-Existing Intellectual Property Each party retains all rights, title, and interest in its pre-existing intellectual property, including but not limited to software, code libraries, frameworks, tools, methodologies, templates, and know-how (collectively "Background IP"). 5.2 Project Deliverables - Software Development 5.2.1 Custom Developed Software Upon full payment of all fees, the Customer shall receive the intellectual property rights in custom-developed software and code specifically created for the Customer as defined in the Project Specification ("Custom Deliverables"), subject to the following: • Asesio retains ownership of all Background IP and any generic components, frameworks, libraries, or tools incorporated into the Custom Deliverables • The Customer receives a license to use such Background IP and components solely as integrated within the Custom Deliverables • Asesio may reuse general concepts, techniques, know-how, and experience gained during project execution 5.2.2 Source Code Access Source code access and delivery shall be provided as specified in the Project Specification. Unless otherwise agreed, Asesio shall maintain source code in secure repositories with appropriate backup procedures. 5.3 Project Deliverables - Media Production Upon full payment, the Customer shall receive the intellectual property rights in the final media production deliverables specifically created for the Customer. Asesio retains the right to use the work for portfolio and promotional purposes unless otherwise agreed in writing. 5.4 Third-Party Components Software or media deliverables may include third-party components, libraries, or licensed materials. Such third-party components remain subject to their respective license terms. The Customer is responsible for compliance with all applicable third-party licenses. 5.5 Asesio Proprietary Platforms Asesio's proprietary platforms, tools, and pre-existing modules (including but not limited to asesio OS) remain the exclusive property of Asesio. Except as expressly agreed otherwise in writing, the Customer receives a non-exclusive, non-transferable, non-sublicensable license to use such proprietary platforms/tools/modules solely to the extent embedded in or necessary for the intended use of the deliverables under the relevant Project Specification. 5.6 Rights Transfer; Proprietary Tools Excluded Any transfer of rights to Custom Deliverables and/or media production deliverables to the Customer shall occur only upon full payment of all invoices due in connection with the relevant Project Specification. Asesio's proprietary tools, platforms, and components (including but not limited to asesio OS) and all Background IP are explicitly excluded from any transfer; the Customer receives only the rights (if any) expressly granted under these GTC and/or a separate license agreement. 5.7 Usage Restrictions Unless otherwise agreed, the Customer shall not: • Remove or alter any proprietary notices, labels, or marks • Reverse engineer, decompile, or disassemble Background IP or proprietary components • Use the deliverables in any manner that violates applicable laws or regulations 6. WARRANTIES 6.1 Service Warranty Asesio warrants that services shall be performed with reasonable skill and care in accordance with industry standards. Software development services shall be performed in substantial conformity with the agreed specifications. 6.2 Warranty Period - Software Development For custom software development services, Asesio warrants that Custom Deliverables shall be free from major defects for a period of six (6) months from delivery or acceptance (whichever is earlier). During this warranty period, Asesio shall, at its sole discretion, either repair or replace defective deliverables at no additional charge. 6.3 Warranty Period - Media Production For media production services, Asesio warrants that deliverables shall conform to the agreed specifications. Any defects must be reported within thirty (30) days of delivery. 6.4 Warranty Exclusions The warranties set forth in this Section 6 do not apply to defects or issues caused by: • Unauthorized modifications by the Customer or third parties • Use of deliverables outside the intended scope or environment • Integration with third-party systems or software not specified in the Project Specification • Hardware failures or infrastructure issues beyond Asesio's control • Failure of the Customer to implement recommended updates or patches • Changes, updates, deprecations, or incompatibilities introduced by third parties, including but not limited to third-party software updates, operating system updates, API/provider changes, or browser updates/changes • Force majeure events 6.5 Disclaimer EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ASESIO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 6.6 Customer Representations The Customer represents and warrants that: • It has the authority to enter into this agreement • All information, materials, and content provided to Asesio are accurate and do not infringe third-party rights • It has obtained all necessary rights, licenses, and consents for materials provided to Asesio • Its use of the deliverables shall comply with all applicable laws and regulations 7. LIMITATION OF LIABILITY 7.1 General Liability Limitation To the maximum extent permitted by applicable law, Asesio's total aggregate liability arising out of or related to these GTC or any Project Specification shall not exceed the total fees paid by the Customer for the specific services giving rise to the liability during the twelve (12) months preceding the event giving rise to liability. 7.2 Excluded Damages IN NO EVENT SHALL ASESIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7.3 Fault-Based Limitation To the maximum extent permitted by applicable law, Asesio shall be liable only for damages caused by intent (willful misconduct) or gross negligence. Liability for slight negligence is excluded. 7.4 Exceptions Nothing in these GTC shall limit or exclude liability for: • Death or personal injury caused by negligence • Fraud or fraudulent misrepresentation • Willful misconduct or gross negligence • Any other liability that cannot be limited or excluded under applicable law 7.5 Allocation of Risk The limitations of liability set forth in this Section 7 reflect an informed, voluntary allocation of risk between the parties. The pricing and fees reflect this allocation of risk and limitation of liability. 8. CONFIDENTIALITY AND DATA PROTECTION 8.1 Confidential Information Each party agrees to maintain in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be considered confidential ("Confidential Information"). Confidential Information shall not be disclosed to third parties and shall be used solely for the purposes of fulfilling obligations under the contract. 8.2 Exceptions Confidential Information does not include information that: • Is or becomes publicly available through no breach of this agreement • Was rightfully known prior to disclosure • Is rightfully received from a third party without breach of confidentiality obligations • Is independently developed without use of the Confidential Information • Is required to be disclosed by law or court order (subject to prompt notice to the disclosing party) 8.3 Data Protection and Privacy Both parties shall comply with all applicable data protection laws and regulations, including Swiss data protection law (in particular the Swiss Federal Act on Data Protection, FADP) and, where applicable, the General Data Protection Regulation (GDPR). Any processing of personal data shall be governed by a separate data processing agreement where required by law. 8.4 Security Measures Asesio implements appropriate technical and organizational measures to protect Confidential Information and personal data against unauthorized access, disclosure, alteration, or destruction. 8.5 Duration Confidentiality obligations shall survive for a period of three (3) years following termination of the contract, except for trade secrets which shall be protected indefinitely. 9. TERM AND TERMINATION 9.1 Term The contract commences on the date specified in the Project Specification and continues until completion of the services or termination in accordance with this Section 9. 9.2 Termination for Convenience Either party may terminate the contract by providing sixty (60) days' written notice to the other party. In such case, the Customer shall pay for all services performed and costs incurred up to the effective termination date. 9.2.1 Termination of Ongoing Service Agreements For ongoing service agreements (e.g., retainers, support/maintenance, or other continuing services) with no fixed end date, either party may terminate with thirty (30) days' written notice, unless the applicable Project Specification provides otherwise. The Customer shall pay for all services performed and costs incurred up to the effective termination date. 9.3 Termination for Cause Either party may terminate the contract immediately by written notice if: • The other party materially breaches the contract and fails to cure such breach within thirty (30) days of written notice • The other party becomes insolvent, files for bankruptcy, or enters into liquidation • The other party's business operations are suspended 9.4 Suspension of Services Asesio may suspend services without liability if: • Payment is overdue by more than fifteen (15) days • The Customer materially breaches cooperation obligations • Suspension is reasonably necessary to maintain security or integrity of systems 9.5 Effect of Termination Upon termination: • All outstanding fees and expenses become immediately due and payable • Each party shall return or destroy the other party's Confidential Information • Provisions that by their nature should survive (including intellectual property rights, confidentiality, limitation of liability, and dispute resolution) shall remain in effect • Asesio shall deliver all completed deliverables upon receipt of full payment 10. FORCE MAJEURE Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, pandemics, government actions, telecommunications failures, power outages, or natural disasters. The affected party shall promptly notify the other party and use reasonable efforts to minimize the impact. If force majeure continues for more than sixty (60) days, either party may terminate the affected Project Specification without penalty. 11. ACCEPTANCE TESTING 11.1 Acceptance Procedure For software development projects, deliverables shall be subject to acceptance testing. The Customer shall have fifteen (15) business days from delivery to test deliverables and report any non-conformities with the agreed specifications in writing. 11.2 Deemed Acceptance If the Customer does not provide written notice of non-conformity within the acceptance testing period, the deliverables shall be deemed accepted. 11.3 Rejection and Remediation If deliverables are rejected for material non-conformity with specifications, Asesio shall remedy the defects and resubmit for acceptance within a reasonable timeframe at no additional cost. 12. AGILE SOFTWARE DEVELOPMENT 12.1 Delivery Approach Unless otherwise agreed in the Project Specification, Asesio provides software development services using agile methods (e.g., iterative development in sprints), with an emphasis on rapid prototyping and MVP development to validate concepts quickly. The parties acknowledge that agile delivery may require prioritization, iterative refinement, and ongoing collaboration. 12.2 Backlog, Prioritization, and Cooperation In agile projects, functional and non-functional requirements are typically managed as a prioritized backlog. The Customer shall provide timely decisions, feedback, and approvals (including participation in reviews where applicable). If the Customer does not provide required input within a reasonable time, Asesio may adjust timelines and/or invoice resulting additional effort in accordance with Section 3.4 and Section 4.7. 12.3 Agile Development; Acceptance per Sprint or Milestone For the purposes of these GTC, "Agile Development" means an iterative delivery approach (typically in timeboxed sprints) where requirements may be refined and prioritized during the project. Acceptance of software deliverables is governed by Section 11 (Acceptance Testing), unless otherwise specified in the Project Specification. In Agile Development, acceptance is based on individual sprints/releases and/or defined milestones. Partial acceptance of separate deliverables or releases is permitted. 13. MEDIA PRODUCTION SPECIFIC TERMS 13.1 Scope of Media Services Media production services may include video production and editing, animation and motion graphics, and presentation design and development, as defined in the Project Specification. 13.2 Customer Materials and Approvals The Customer shall provide all necessary raw materials, content, brand assets, and information required for production (e.g., logos, text, product footage, photos, voice-over scripts, style guidelines) in a timely manner and in usable quality. Delays or rework caused by late, incomplete, or unusable materials may result in timeline adjustments and additional costs in accordance with Section 3.4 and Section 4.7. The Customer is responsible for ensuring it holds the necessary rights to all provided materials. 13.3 Correction Loops Unless otherwise specified in the Project Specification, Asesio includes two (2) rounds of corrections per project phase (e.g., concept/script, storyboard/design, first cut/draft, finalization). Any additional correction rounds or changes beyond the included rounds shall be billed on a time and materials basis at the agreed hourly rates (or, if not agreed, at Asesio's then-current rates) and may affect timelines. 13.4 Third-Party Licenses (Music/Stock/Fonts) Unless otherwise agreed in writing, the Customer is responsible for any third-party licensing fees and/or procurement costs for music, stock images, stock video, fonts, and similar third-party materials used for media production. If Asesio procures such items on the Customer's behalf, the Customer shall reimburse the costs in accordance with Section 4.5. 14. SUPPORT AND MAINTENANCE 14.1 Post-Delivery Support Unless otherwise specified in the Project Specification, Asesio's obligation to provide support or maintenance services ends upon acceptance of deliverables and expiration of the warranty period. 14.2 Additional Support Ongoing support, maintenance, hosting, or update services may be provided under separate service agreements at Asesio's then-current rates. 15. SUBCONTRACTING AND ASSIGNMENT 15.1 Subcontractors Asesio may engage subcontractors to perform services, provided Asesio remains fully responsible for their performance. Given our international operations, services may be performed by team members in Switzerland, Paraguay, or other locations. 15.2 Assignment Neither party may assign or transfer its rights or obligations under these GTC without the prior written consent of the other party, except that Asesio may assign to an affiliate or in connection with a merger, acquisition, or sale of business. 16. MARKETING AND REFERENCES 16.1 Portfolio and Case Studies Unless otherwise agreed in writing, Asesio may use the Customer's name, logo, and general project description for portfolio, marketing, and promotional purposes, including on its website and in presentations. 16.2 Testimonials Asesio may request testimonials or references from the Customer. The Customer's provision of such materials is voluntary and subject to approval of the final use. 17. INDEPENDENT CONTRACTORS The parties are independent contractors. Nothing in these GTC creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other or incur obligations on the other's behalf. 18. INDEMNIFICATION 18.1 Customer Indemnification The Customer shall indemnify, defend, and hold harmless Asesio from and against all claims, damages, losses, and expenses arising from: • Customer's breach of these GTC • Customer's use of deliverables in violation of applicable laws • Infringement claims arising from Customer-provided materials, content, or specifications • Customer's violation of third-party rights 18.2 Asesio Indemnification Asesio shall indemnify the Customer against claims that Custom Deliverables created solely by Asesio infringe third-party intellectual property rights, provided that: • Customer promptly notifies Asesio of the claim • Asesio has sole control of the defense and settlement • Customer reasonably cooperates in the defense Asesio may, at its option: (a) obtain rights for continued use; (b) modify deliverables to be non-infringing; or (c) refund fees paid and terminate the contract. 19. NOTICES All notices under these GTC must be in writing and delivered by email or registered mail to the addresses specified in the Project Specification or as updated in writing by either party. Notices are deemed received when delivered by email with confirmation or five (5) business days after mailing. 20. GOVERNING LAW AND DISPUTE RESOLUTION 20.1 Governing Law These GTC and all contracts shall be governed by and construed in accordance with Swiss law, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). 20.2 Negotiation In the event of any dispute, the parties shall first attempt to resolve the matter through good-faith negotiation for a period of thirty (30) days. 20.3 Jurisdiction If negotiation fails to resolve the dispute, the parties agree to submit to the exclusive jurisdiction of the courts of Switzerland, with venue in the jurisdiction where Asesio's principal place of business is located. 20.4 Alternative Dispute Resolution By mutual written agreement, the parties may submit disputes to mediation or arbitration in accordance with the rules of the Swiss Chambers' Arbitration Institution. 21. GENERAL PROVISIONS 21.1 Entire Agreement These GTC together with any Project Specification constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements relating to the subject matter. 21.2 Modifications No modification, amendment, or waiver of these GTC shall be effective unless in writing and signed by authorized representatives of both parties. 21.3 Severability If any provision of these GTC is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable. 21.4 Waiver No waiver of any provision shall be deemed a waiver of any other provision or subsequent breach. Failure to enforce any provision shall not constitute a waiver of the right to enforce it later. 21.5 Language These GTC are drafted in English. If translated into other languages, the English version shall prevail in case of any inconsistencies. 21.6 Headings Section headings are for convenience only and shall not affect interpretation of these GTC. 21.7 Counterparts These GTC and any Project Specifications may be executed in counterparts, including electronic signatures, each of which shall be deemed an original. 22. CONTACT INFORMATION Asesio Group Website: asesio.group For questions regarding these General Terms and Conditions, please contact us through our website or at the contact information provided in your Project Specification. END OF GENERAL TERMS AND CONDITIONS These General Terms and Conditions are effective as of February 3, 2026. By engaging Asesio's services, you acknowledge that you have read, understood, and agree to be bound by these terms.