Annex C — Professional Services

Effective: November 2026

This Annex forms part of the ViTrack Master Services Agreement (the "Agreement") and applies only when an Order incorporates it. Capitalised terms used here have the meaning given to them in the Agreement. In the event of any conflict, the order of precedence set out in the Agreement governs.

1. Object

Gaman Endeavours SL ("ViTrack", "we") performs the professional Services described in the applicable Order or quotation. These may include, for example, a scoping or diagnostic study, a pilot, implementation, installation, or custom development or integration work relating to the ViTrack Devices and Platform.

2. Scope per Order

Each engagement is defined by its own Order, which sets out the scope of work, the deliverables and the timelines. Any work falling outside that scope is quoted and agreed separately before it is undertaken.

3. Deliverables and Acceptance

Once a deliverable has been delivered, the Customer has ten (10) days to accept it or to raise reasoned, written objections. If no reasoned objection is received within that period, the deliverable is deemed accepted.

4. Timelines

Timelines run from receipt of the Order and the first payment due under it. Delays caused by the Customer — including delays in granting access, providing information or designating points of contact — extend the applicable timelines accordingly.

5. Prices, Milestones and Payment

Prices are stated in euros (EUR) and exclude VAT, which is added where applicable. Unless the Order states otherwise, payment is made 50% on signature or confirmation of the Order and 50% on delivery.

Where the Order so provides, the amount of an initial scoping or diagnostic phase is creditable against the price of later phases for twelve (12) months. Travel expenses agreed in advance are billed separately.

6. Changes of Scope

Any extension of, or change to, the agreed scope is documented and agreed in writing — together with its impact on price and timeline — before the additional work is carried out.

7. Intellectual Property of Deliverables

Ownership of the reports and materials produced specifically for the Customer transfers to the Customer once the relevant Services have been paid in full. This is without prejudice to Annex F (Brand Collaboration) with respect to collaboration materials.

ViTrack retains ownership of its pre-existing know-how, methodologies, tools and reusable components, and may keep internal working copies that do not contain the Customer's confidential information.

8. Grants and Subsidies

Where applicable, the parties may assess whether an engagement is eligible for public grants or subsidies that could reduce the Customer's investment. ViTrack does not guarantee that any such grant or subsidy will be awarded.

9. Customer Collaboration

The Customer provides the access, information, facilities and points of contact (operations, IT, legal and ERP) reasonably required for the Services, with the diligence needed to meet the agreed timelines.

10. Solvency Reservation

ViTrack may decline to formalise, or may suspend, an engagement if a solvency review reveals financial conditions that make the engagement inadvisable.

This Annex is governed by Spanish law. The parties submit to the courts of Girona, Spain. In the event of any discrepancy between the English and Spanish versions, the Spanish version prevails.

Contact

Gaman Endeavours SL
Legal: legal@vitrack.me
Support: support@vitrack.me