Master Services Agreement

Effective: November 2026

This Master Services Agreement (the “Agreement”) sets out the general conditions under which Gaman Endeavours SL (“ViTrack”) supplies its tracking devices, software platform and related services. It applies together with its Annexes (A–F) and the Orders you accept, and forms the framework for our commercial relationship.

1. Definitions

In this Agreement and its Annexes the following defined terms apply:

• “Agreement” — this Master Services Agreement.
• “Annex” — each of the annexes (A–F) that set out specific conditions and apply only when an Order incorporates them.
• “Order” — the quotation, proforma, order form, subscription sign-up or written confirmation that identifies the devices, subscriptions or services contracted and their commercial terms.
• “Platform” — the ViTrack web dashboard, applications and APIs.
• “Devices” — the IoT tracking hardware supplied by ViTrack (with location and environmental sensors such as temperature, humidity, shock and light).
• “Services” — the professional services (e.g. scoping studies, pilots, implementation, installation or custom development) described in an Order.
• “Customer Data” — the information the Customer or its users enter into, or generate through, the Platform.
• “Customer” — the business that accepts an Order under this Agreement.

2. Object and Structure

The Agreement governs the supply of Devices, Platform subscriptions and Services. It operates on three tiers: (i) this Agreement; (ii) the applicable Annexes; and (iii) the Orders. An Annex applies only when an Order incorporates it. Further products or services may be purchased through new Orders without re-signing this Agreement.

Annexes

• Annex A — Software & SaaS License.
• Annex B — Hardware Supply & Warranty.
• Annex C — Professional Services.
• Annex D — Platform Terms & Acceptable Use.
• Annex E — Data Processing Agreement & SLA.
• Annex F — Brand Collaboration & References.

3. Contractual Documents and Incorporation by Reference

The contract between the parties comprises this Agreement, the incorporated Annexes and the accepted Orders. Accepting an Order — by signature, written confirmation, payment of a proforma or sign-up on the Platform — constitutes acceptance of this Agreement and the referenced Annexes, which the Customer confirms having had the opportunity to review beforehand.

4. Customer Purchase Conditions

The Customer’s own general purchase or procurement terms do not apply unless ViTrack expressly accepts them in writing. If both sets of terms were to apply, this Agreement and its Annexes prevail.

5. Order of Precedence

In the event of contradiction, the following order of precedence applies, from highest to lowest:

• Special conditions negotiated and signed by ViTrack within an Order.
• The Order, proforma or quotation.
• The applicable Annex.
• This Agreement.
• The policies referenced (e.g. Privacy Policy, Cookie Policy).

The Limitation of Liability, Intellectual Property and Data Protection clauses of this Agreement prevail over lower-ranking documents unless ViTrack’s management expressly waives them in writing.

6. Independent Parties

The parties are independent contractors, each acting in its own name and at its own risk. This Agreement creates no agency, partnership, joint venture or employment relationship, and neither party may bind the other before third parties.

7. Intellectual Property

The Platform, software, firmware, documentation, trademarks and designs are the exclusive property of Gaman Endeavours SL or its licensors and are protected by law. The Customer acquires only the rights expressly granted; reverse engineering, unauthorised copying, distribution or commercial exploitation is prohibited. Customer Data remains the Customer’s property, and service deliverables are governed by Annex C.

8. Aggregated and Anonymised Data

ViTrack may generate and use statistical, aggregated and/or anonymised data derived from use of the Platform and the Devices — which does not identify the Customer or any individual — to operate, maintain and improve its services, for benchmarking and for the development of analytical and AI features. Such data belongs to ViTrack and does not affect the Customer’s ownership of identifiable data or ViTrack’s obligations under Annex E.

9. Feedback and Suggestions

ViTrack may freely use any feedback, ideas or suggestions provided by the Customer or its users, without compensation, to improve its offering. The Customer obtains no rights over the resulting improvements.

10. Advertising and References

ViTrack may mention the Customer, use its name and logo and reference project results as a commercial reference under Annex F (Brand Collaboration) where an Order incorporates it; otherwise, written authorisation from the Customer is required.

11. Confidentiality

Each party keeps the other’s non-public information confidential and uses it only to perform the contract, with at least the same care it applies to its own confidential information, during the term and for the three (3) years following. This does not apply to information that is public, lawfully obtained from a third party, or whose disclosure is legally required.

12. Data Protection

Where ViTrack processes personal data as the Customer’s processor, it does so in compliance with Regulation (EU) 2016/679 (GDPR), Spanish Organic Law 3/2018 (LOPDGDD) and Annex E (Data Processing Agreement). Each party complies with the data protection law applicable to it. On the processing of personal data, Annex E prevails.

13. Warranties and Disclaimer

ViTrack provides its products and services with professional diligence. The specific warranties are set out in each Annex (A for software, B for hardware, C for services). Except as expressly stated, the Platform is provided “as is” and “as available”, without warranty of uninterrupted or error-free operation.

Tracking, location and sensor data are indicative and are not guaranteed to be complete, current or accurate. The Customer must not rely on them as the sole basis for safety-critical, legal, financial or insurance decisions. ViTrack is not responsible for failures caused by third-party networks, hardware or services.

14. Limitation of Liability

To the maximum extent permitted by law, ViTrack’s total aggregate liability arising out of or relating to the Agreement is limited to the amounts effectively paid by the Customer in the twelve (12) months preceding the event giving rise to the claim. ViTrack is not liable for indirect, incidental, special or consequential damages, loss of profit, revenue, data, business or opportunity.

These limits do not apply to liability for wilful misconduct, gross negligence, death or personal injury, or any liability that cannot be excluded under applicable law. Claims lapse if not exercised within twenty-four (24) months from the date they could first be exercised.

15. Duration, Suspension and Termination

The Agreement enters into force on acceptance of the first Order and remains in force while at least one Order is active. Either party may terminate for a material breach not cured within thirty (30) days of written notice, or in the event of the other party’s insolvency or bankruptcy. Termination does not entitle a refund of amounts already accrued. The clauses that by their nature survive — including intellectual property, confidentiality, liability, data protection and Annex F — remain in force.

16. Force Majeure

Neither party is liable for a failure to perform caused by events beyond its reasonable foresight or control (natural disasters, supply or network outages, acts of government, among others) for as long as they persist.

17. Assignment and Subcontracting

The Customer may not assign the contract without ViTrack’s written consent. ViTrack may subcontract parts of its obligations — remaining responsible for its subcontractors — and may assign the contract to companies within its group.

18. Communications

Communications are made by email. ViTrack receives notices at legal@vitrack.me; the Customer receives them at the email address stated in its Order or the administrator email of its account on the Platform. A change of address requires two (2) weeks’ prior notice.

19. Compliance, Anti-Corruption and Export Control

Both parties comply with applicable law, including anti-corruption and sanctions rules, and refrain from unlawful practices. The Customer complies with the export control and sanctions laws applicable to the Devices and technology (including dual-use items) and will not re-export or transfer them to restricted destinations or persons.

20. Governing Law and Jurisdiction

This Agreement is governed by Spanish law. Waiving any other forum, the parties submit any dispute to the courts of Girona, Spain. Where the Agreement exists in more than one language, the Spanish version prevails.

21. Miscellaneous

This Agreement, its Annexes and the Orders constitute the entire agreement between the parties on their object and supersede prior agreements, without cancelling integrated Annexes or Orders. The partial invalidity of any clause does not affect the remainder. Amendments are made by written agreement or through new published versions with thirty (30) days’ notice before renewal.

22. Contact

Gaman Endeavours SL
Tax ID (CIF/NIF): B19376771
Registered office: Calle Miquela 18 BIS, 17162 Bescanó (Girona), España
Legal: legal@vitrack.me