Terms for agencies

This is a translation provided for information purposes. In the event of any discrepancy, the Spanish version prevails.

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Contents

1. Parties
2. Definitions
3. Purpose and nature of the service
4. Acceptance, registration and verification of the Agency
5. Free use
6. Invitations and "I'm interested"
7. Publishing properties and review by hand
8. Agency users and liability for its agents
9. Obligations of the Agency
10. Represented tenants
11. Calendar and viewings
12. Personal data protection
13. Transparency towards business users (P2B Regulation)
14. Restriction, suspension and termination of the service
15. Cancellation by the Agency
16. Internal complaint-handling system and mediation
17. Intellectual and industrial property
18. Liability
19. Confidentiality
20. Prevention of money laundering
21. Amendment of the Terms
22. Communications
23. General provisions
24. Governing law and jurisdiction

Annex I — What the agency account includes Annex II — Data Processing Agreement Annex III — Agreement on the performance of due diligence measures by third parties

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1. Parties

1.1. Llavely. The services of the Llavely platform (hereinafter, "Llavely" or "the Platform"), accessible at llavely.com and through any applications or domains that replace it, are provided by Amerevo, S.L., with CIF (Spanish company tax identification number) B24879066, registered office at Monte Esquinza, 9, 28010 Madrid (Spain), registered in the Registro Mercantil de Madrid (Madrid Companies Register), section 8, sheet M-871582, entry 1. Contact email: legal@llavely.com · Support: legal@llavely.com · Privacy: legal@llavely.com.

1.2. The Agency. The natural or legal person who, acting in the course of their business or professional activity of property brokerage or property management, signs up for an Agency Account on the Platform (hereinafter, "the Agency"). The term includes both estate agencies and independent agents and professionals.

1.3. Representation. The person who completes the registration on behalf of the Agency declares that they have sufficient authority to bind it and shall be designated as the "Account Manager".

2. Definitions

For the purposes of these Terms:

• Agency Account: the Agency's single account on the Platform, with its portfolio of rental properties.
• Portfolio: all the rental properties that the Agency registers on the Platform.
• Published property: a property in the Portfolio which, after the review in clause 7, is shown on the Platform.
• Llavely User: a natural person aged 18 or over registered on the Platform as a tenant or private landlord.
• Invitation: the action by which the Agency invites a tenant to find out about or view a property in its Portfolio.
• "I'm interested": a mark that a tenant places on a published property to save it to their profile (clause 6.2).
• Represented tenant: a client of the Agency whom it invites to register on the Platform in accordance with clause 10.
• Service: all the Platform features for agencies described in clause 3.
• Rules of Use: the Platform's community and publication rules, available at [URL of the rules of use], which form part of these Terms.

3. Purpose and nature of the service

3.1. Purpose. These Terms govern the Agency's access to and use of Llavely's services for agencies, which include:

a) publication and management of rental properties (whole homes, rooms and seasonal lets) in the open provinces (clause 3.4), including by pasting the text of the adverts the Agency already has (clause 7.2); b) access to demand from tenants with verified profiles, on a map and by means of an affinity index; c) sending Invitations to tenants; d) internal chat, viewing calendar and team management; e) tenancy agreement using a template and electronic signature; f) assistance tools based on artificial intelligence (help assistant), whose suggestions must always be reviewed and accepted by the Agency.

3.2. Nature. Llavely is a technology platform that puts the Agency in contact with tenants and provides management tools. In the Agency's transactions, Llavely is not a party to the tenancy agreements, does not act as agent of the Agency, its clients or Llavely Users, and does not take on the brokerage mandate that belongs to the Agency. The Agency is the one who carries out viewings, advises its clients and negotiates.

3.3. Lettings only. Agencies work with Llavely on lettings only. Sales are provided directly by Llavely, under their own terms (document 06), and are not available to agencies.

3.4. Territorial scope. Lettings are open in the provinces of Madrid and Barcelona. In other provinces, the Agency may register and prepare its Portfolio, which will be published on the day Llavely opens each province. Llavely will inform the Agency of each opening.

4. Acceptance, registration and verification of the Agency

4.1. Acceptance. Registration requires express acceptance of these Terms, the Rules of Use and the Data Processing Agreement (Annex II), by means of a box that is not pre-ticked. Llavely will keep the electronic acceptance document and will send a copy to the account's email address on a durable medium.

4.2. Registration data. The Agency must provide, as a minimum:

a) company name or full name, trading name and CIF/NIF (tax identification number); b) registered office and, where applicable, the address of any premises open to the public; c) details of the Account Manager (first name, surnames, position, email and telephone) and a document evidencing their authority to represent the Agency where they are not the registered director; d) registration number in the register of estate agents of the relevant autonomous community, where mandatory under clause 4.4, or a declaration that the Agency is not required to register; e) where applicable, details of the civil liability insurance and of the guarantee or bond required by the applicable regional legislation.

While the Service is free, Llavely does not ask for invoicing or payment details.

4.3. Verification. Before activating the "Verified Agency" badge and, in any event, before publishing properties, Llavely will verify:

a) the existence and validity of the CIF/NIF and of the company (search of the Registro Mercantil (Companies Register) or equivalent source); b) the identity of the Account Manager by means of the Platform's identity verification system; c) the registration referred to in clause 4.4, where applicable.

Llavely may request additional documentation and may refuse registration, giving reasons, if the information is incomplete, inaccurate or cannot be verified. While verification is in progress, the Agency can prepare its Portfolio.

4.4. Registration in registers of estate agents. The Agency declares and warrants that it meets the qualification requirements laid down by the regional legislation of the territories in which it operates. In particular, as at the date of this draft:

The Agency undertakes to keep its registration in force and to notify Llavely, within ten (10) days, of any removal, suspension or penalty affecting its qualification. Where subsequent legislation makes registration mandatory in a territory in which the Agency operates, the Agency must provide evidence of registration within the statutory transition period.

4.5. Verified Agency badge. The badge indicates only that Llavely has checked the data in clause 4.3 on the date of verification. It does not constitute a guarantee as to the quality of the Agency's services. Llavely may withdraw it if any requirement ceases to be met.

4.6. Accuracy. The Agency warrants the accuracy of the data provided and undertakes to keep it up to date.

5. Free use

5.1. Free and unlimited. The Service is free of charge for the Agency, with every feature, with no limit on properties or users and with no minimum commitment.

5.2. Future fees. Llavely may introduce fees for agencies in the future. It will give at least thirty (30) days' notice, on a durable medium, and will never charge anything without the Agency's express acceptance.

5.3. Tenants. Tenants pay nothing to Llavely. The Agency may not pass property management or agreement formalisation costs on to them (Article 20.1 LAU).

6. Invitations and "I'm interested"

6.1. Invitations. There is no monthly limit on Invitations, but each property may have a maximum of 15 Invitations awaiting a response at any one time. An Invitation that is not answered within 3 days expires automatically and frees the slot (the slot is also freed when the tenant accepts or declines it). The rule applies per property, regardless of which user of the Agency Account sends them.

6.2. "I'm interested". Tenants can see the published properties and mark "I'm interested", but they cannot write to the Agency until it invites them and they accept. The mark does not send any message or change the order in which the Agency sees the candidates, which is always by match with the property; the Agency only sees a discreet tag next to the profile ("Interested in your flat").

6.3. Reasonable use. Llavely may limit the mass or automated sending of Invitations, or Invitations with no reasonable connection to the tenant's profile, in order to protect them against unwanted communications.

7. Publishing properties and review by hand

7.1. Review by hand. Before it is published, a member of the Llavely team checks each property, normally within 24 hours: the owner's mandate or authorisation (clause 9.2) or, failing that, the nota simple (land registry extract), the deed or the IBI (property tax) receipt; that the address exists; and that the details and photos are consistent. Until then, the property is not published. Llavely may ask for more information and refuse publication, giving reasons.

7.2. Publishing by pasting the text of an advert. The Agency can paste the text of one of its own adverts (from its website or another portal). The Platform extracts the details it can (price, floor area, bedrooms, bathrooms, floor, features, neighbourhood, description…) and shows which details are missing. It is an aid: the Agency reviews and completes the details before sending the property and is responsible for its content. The Agency uploads the photos.

7.3. No downloads or connections to other portals. Llavely does not download adverts from other websites from their link and does not connect to other portals: it only uses the text the Agency pastes. So that all contact with tenants goes through the Platform, Llavely removes phone numbers, email addresses and links from the text. The Agency shall only paste texts it has written or has the right to use.

7.4. Provinces not yet open. Properties in provinces that are not yet open can be prepared and reviewed, and are published on the day their province opens.

8. Agency users and liability for its agents

8.1. Users. The Agency may register as many users as it needs, with no limit. Each user is personal and non-transferable and must correspond to an identified natural person who works or collaborates with the Agency. The Agency adds and removes users itself from its account.

8.2. Profiles. The Account Manager has access to the entire Portfolio, to all conversations and to the calendars of all users. Each agent sees the properties assigned to them and their own calendar, unless the Account Manager grants them additional permissions.

8.3. Liability. The Agency is liable to Llavely and to third parties for all acts and omissions of its users on the Platform as if they were its own, including those of external agents or collaborators to whom it gives access.

8.4. Credentials. The Agency shall ensure the confidentiality of credentials, enable strong authentication when the Platform offers it and promptly deactivate users who cease to collaborate with it. It must notify Llavely immediately of any unauthorised use.

8.5. Information to its users. The Agency shall inform its employees and collaborators of the Rules of Use and of the processing of their data on the Platform.

9. Obligations of the Agency

The Agency undertakes to:

9.1. Accuracy of listings. Publish only real and available properties, with truthful, complete and up-to-date information (price, floor area, features, condition, costs, availability), and current photographs that correspond to the property. It must withdraw or update the listing within a maximum of [48 hours] when the property ceases to be available.

9.2. Mandate from the owner. Hold, before publishing each property, a written mandate or authorisation from the owner enabling it to market the property and to publish it on third-party platforms, and keep it for as long as the listing remains live and for [5] years thereafter. The Agency must provide it to Llavely when requested for the review in clause 7.1, or within five (5) working days at any other time. If the Agency cannot provide evidence of it, Llavely may decline to publish or withdraw the listing.

9.3. Energy performance certificate. Include the property's energy rating (label) in listings and hold the registered energy performance certificate, in accordance with Real Decreto 390/2021 (Spanish Royal Decree 390/2021 on the energy performance certification of buildings), except in exempted cases.

9.4. Seasonal lets and registers. State in listings, where required, any regional or municipal registration or authorisation number. The Platform does not accept tourist lets.

9.5. Housing and consumer legislation. Comply with the legislation applicable to each transaction and, in particular:

a) Ley 29/1994, de Arrendamientos Urbanos (Spanish Law 29/1994 on Urban Leases, LAU), and in particular Article 20.1 thereof, as worded by Ley 12/2023, so that property management and contract formalisation costs are not passed on to the tenant; b) Ley 12/2023, por el derecho a la vivienda (Spanish Law 12/2023 on the Right to Housing), including the information obligations in Article 31 and, where applicable, the rent limits in stressed residential market areas; c) Real Decreto 515/1989 (Spanish Royal Decree 515/1989 on consumer information in the sale and letting of homes); d) the security deposit legislation of the relevant autonomous community; e) consumer protection and advertising legislation, in relation to Llavely Users acting as consumers; f) regional legislation on estate agents.

9.6. Non-discrimination. Not discriminate against Llavely Users on grounds of racial or ethnic origin, nationality, sex, religion, belief or opinion, age, disability, sexual orientation or identity, illness, socio-economic situation or any other personal or social condition or circumstance, in accordance with Ley 15/2022 (Spanish Law 15/2022 on Equal Treatment and Non-Discrimination). The Agency shall not use the filters, the affinity index, the "Interested in your flat" tag or the chat to exclude people on those grounds, nor publish listings with discriminatory requirements.

9.7. No payments before the viewing. Not request from tenants any payments, deposits, reservations or bank details before the viewing of the property. Llavely does not collect or handle rental payments: the rent and the security deposit are paid directly as set out in the agreement. The foregoing does not prevent the Agency from charging its own landlord clients its fees by the means it has agreed with them.

9.8. Communication with Llavely Users. Communicate with Llavely Users politely and respectfully, not send unsolicited commercial communications beyond the purpose of the Invitation, and not use their data for purposes other than managing the transaction for which it was provided.

9.9. Rules of Use. Comply with the Platform's Rules of Use, in particular those relating to prohibited content, use of messaging, fraud prevention, reports and system integrity (prohibition of scraping, unauthorised automated access or circumvention of limits).

9.10. Assistance tools. Review the details the Platform extracts from pasted text and any suggestions from the artificial intelligence tools before publishing. The Agency is responsible for the content ultimately published.

9.11. Cooperation. Cooperate with Llavely in resolving user reports and in responding to requests from authorities.

10. Represented tenants

10.1. Inviting clients. The Agency may invite its tenant clients to register on the Platform. The profile will be marked as "Represented by [name of the Agency]".

10.2. Client consent. The Agency may only invite clients who have previously authorised it and must inform them that (i) they will register as Llavely Users, subject to Llavely's terms and privacy policy; (ii) their profile will show that they are represented by the Agency; and (iii) the Agency will be able to see the profile information that the client chooses to share with it.

10.3. Personal verification. Identity and income verification is personal: it must be carried out by the client themselves with their own data and documents. The Agency may not complete the verification on the client's behalf or upload third-party documents.

10.4. Unlinking. The client may at any time remove the "represented" mark or link to another Agency.

10.5. Relationship with the client. The representation relationship between the Agency and its client is a matter in which Llavely has no part.

11. Calendar and viewings

11.1. The Platform offers a viewing calendar per agent, with confirmation and reminders. Viewings are arranged with tenants who have accepted an Invitation. The exact address of the property is only shown to the tenant once the viewing is confirmed.

11.2. Viewings are carried out by the Agency, under its responsibility, with its own staff and in accordance with its own safety protocols. Llavely does not attend viewings of Agencies' properties.

11.3. The Agency undertakes to attend confirmed viewings or to cancel them with reasonable notice through the Platform.

11.4. The Agency warrants that it has the authorisation of the owner or occupier to show the property.

12. Personal data protection

12.1. Allocation of roles. The parties agree the following allocation of roles for the purposes of Regulation (EU) 2016/679 (GDPR) and Ley Orgánica 3/2018 (Spanish Organic Law 3/2018 on Data Protection, LOPDGDD):

12.2. Limited disclosure. When the Agency sees a tenant's verification result (for example, "identity verified", "income verified" or rent-to-income ratio), the data is disclosed to the Agency only to the extent decided by the tenant and only for assessing their application and managing the specific transaction. The Agency:

a) shall not have access to the supporting documents (DNI (Spanish national identity card), payslips, bank certificates), unless the tenant provides them directly; b) shall not use the data for other purposes (in particular, to create demand databases, for unrelated commercial communications or to disclose them to third parties), unless it obtains its own legal basis; c) shall delete the data when it is no longer necessary for the transaction and, in any event, when the tenant withdraws the application, without prejudice to keeping it blocked in order to address liabilities; d) shall inform data subjects in accordance with Article 14 GDPR, insofar as it is responsible for doing so, and shall respond to rights exercised against it.

12.3. Assessment of joint controllership (Art. 26 GDPR). The parties declare that, in their view, they do not jointly determine the purposes and means of the processing described: Llavely alone defines the verification system, the affinity index and moderation, and the Agency alone decides whom it invites, with whom it negotiates and how it manages its relationship with its clients.

12.4. Automated decisions. The affinity index and the fair price meter are support tools. The decision to invite, accept or reject a tenant always rests with the Agency, which may not rely solely on the index to reject a candidate in a way that produces legal effects concerning them or similarly significantly affects them (Art. 22 GDPR).

12.5. Data processing. The processing carried out by Llavely on behalf of the Agency is governed by the Data Processing Agreement (Annex II), which forms an inseparable part of these Terms.

12.6. Agency data. The contact details of the Agency's representatives and users are processed by Llavely in order to manage the contractual relationship (Art. 6.1.b GDPR) and in accordance with Art. 19 LOPDGDD, as set out in Llavely's privacy policy [link].

13. Transparency towards business users (P2B Regulation)

13.1. Scope. Llavely is a provider of online intermediation services for the purposes of Regulation (EU) 2019/1150 (the "P2B Regulation") in respect of the Agency, insofar as it facilitates the initiation of transactions between the Agency and tenants acting as consumers.

13.2. Ranking parameters (Art. 5). Tenants receive Invitations from the Agency and from other advertisers in order of arrival, from the most recent to the oldest. Published properties are shown in the flats list from the most recent to the oldest or, if the tenant chooses, by price, with filters (province and municipality, maximum price, type of rental, bedrooms, furnished, pets, lift, terrace or balcony and "fair price"). The Agency sees candidates ranked by the affinity index with each property (document 07). No payment influences these orders.

13.3. Differentiated treatment (Art. 7). Properties of private landlords and of agencies are shown using the same parameters. Llavely does not publish rental properties of its own.

13.4. Access to data (Art. 9). The Agency has access to the data generated by its listings and its activity (listing views, "I'm interested" marks, Invitations, responses, viewings) and to tenants' data under the terms of clause 12. Llavely has access to all data generated on the Platform and uses it in aggregate form to improve the service, calculate indices and produce market statistics. Llavely does not disclose the Agency's data or data on its transactions to third parties except to its processors, by legal obligation or with the Agency's consent.

13.5. Alternative channels (Art. 10). These Terms do not prevent the Agency from offering its properties, on the same or different terms, through other channels.

13.6. Ancillary goods and services (Art. 6). Where Llavely or third parties offer ancillary services (for example, the electronic signature), the Platform will indicate this and describe who provides them and on what terms.

13.7. Visible identity of the Agency. The identity of the Agency (trading name and, where applicable, verified badge) will always be visible to tenants in its listings and communications.

14. Restriction, suspension and termination of the service

14.1. Grounds. Llavely may restrict, suspend or terminate the service to the Agency, in whole or in part (including the removal of specific listings), in the following cases:

a) breach of these Terms or of the Rules of Use; b) false or unverifiable information at registration or in listings; c) failure to provide evidence of the owner's mandate (clause 9.2); d) loss of the required regional qualification; e) substantiated reports of fraud, discrimination, abusive treatment or improper payments; f) breach of anti-money laundering obligations (clause 20); g) a request from a competent authority or a legal obligation.

14.2. Restriction or suspension (Art. 4.2 P2B). Llavely will provide the Agency, prior to or at the time the restriction or suspension takes effect, on a durable medium, with a statement of reasons, referring to the specific facts or circumstances, including the content of third-party notifications, and to the applicable ground, unless prevented by a legal or regulatory obligation or in the case of repeated infringements.

14.3. Urgent measures. In serious cases (well-founded suspicion of fraud, risk to user safety, unlawful content), Llavely may suspend a listing or the account immediately, communicating the reasons at the same time.

14.4. Termination (Art. 4.1 P2B). Llavely may terminate the contract with the Agency by providing it, at least thirty (30) days in advance and on a durable medium, with a statement of reasons. Notice shall not be required (Art. 4.4 P2B) where: (i) Llavely is subject to a legal or regulatory obligation to terminate the service in a manner that does not allow it to respect the notice period; (ii) it exercises a right of termination for an imperative reason under national law in compliance with Union law; or (iii) it can demonstrate that the Agency has repeatedly infringed these Terms. In such cases, the statement of reasons shall be provided without undue delay.

14.5. Clarification. The Agency may clarify the facts and circumstances through the internal complaint-handling system (clause 16). If the restriction, suspension or termination is revoked, Llavely will reinstate the Agency without undue delay, including access to its data.

14.6. Termination by the Agency. The Agency may terminate at any time in accordance with clause 15 and, in addition, with immediate effect if Llavely seriously breaches its obligations and does not remedy the breach within fifteen (15) days of being requested to do so.

15. Cancellation by the Agency

15.1. No minimum commitment. The Agency may cancel at any time from its dashboard, without penalty or cost.

15.2. Effects of cancellation. Following cancellation:

a) the properties in the Portfolio will no longer be published; b) the Agency may export its data for [30] days, in accordance with Annex II; c) clause 19 (confidentiality), clause 20 (money laundering) and all clauses which by their nature must survive shall remain in force.

16. Internal complaint-handling system and mediation

16.1. Complaints. The Agency may submit complaints free of charge concerning breaches by Llavely, technical problems or measures taken by Llavely (including restriction, suspension or termination), through [form in the dashboard / legal@llavely.com]. Llavely will acknowledge receipt, handle the complaint diligently and in a manner proportionate to its importance and complexity, and communicate the outcome individually and in clear terms, within an indicative period of [15] days.

16.2. Mediation. In order to attempt to settle out of court any dispute with the Agency relating to this service, Llavely designates as mediators [name of the mediator or mediation institution, e.g. a commercial mediation centre based in Madrid]. Mediation shall be voluntary and governed by Ley 5/2012 (Spanish Law 5/2012 on Mediation in Civil and Commercial Matters). Llavely will bear a reasonable proportion of its cost.

17. Intellectual and industrial property

17.1. Platform. The Platform, its software, design, databases, indices, trade marks (including the "Llavely" trade mark) and its own content belong to Amerevo, S.L. or its licensors. The Agency receives a limited, non-exclusive and non-transferable right, for the term of the contract, to use the Service in accordance with these Terms.

17.2. Agency content. The Agency retains ownership of the photographs, videos, floor plans, texts and other content it publishes ("Content"). The Agency grants Amerevo, S.L. a non-exclusive, royalty-free, worldwide licence, sub-licensable to its processors and technical providers, to reproduce, technically adapt (format, size, watermark, cropping), distribute, communicate to the public and make available the Content on the Platform, in its alerts and communications to users, and in the promotion of the property itself (including Llavely's own channels and social media) for as long as the listing remains live and for an additional period of [90] days in which to remove cached copies or materials already distributed.

17.3. Warranty. The Agency warrants that it owns the rights to the Content, including the texts it pastes (clause 7.2), or has the authorisation of the rights holders (photographers, owners, people appearing in the images), and that its publication does not infringe third-party rights, including the image and privacy rights of occupiers. The Agency shall hold Llavely harmless against third-party claims on this ground.

17.4. Agency trade marks. The Agency authorises Llavely to display its trading name and logo on the Platform and, unless it objects, in the list of partner agencies.

18. Liability

18.1. Liability of the Agency. The Agency is liable for the accuracy of its listings, for compliance with the legislation applicable to its transactions, for the conduct of its users and for its relationship with its clients, and shall hold Llavely harmless against claims, penalties and costs (including reasonable legal fees) arising from its breach.

18.2. Liability of Llavely. Llavely will provide the Service with the diligence of a prudent business person. Llavely:

a) does not guarantee the commercial outcome (number of contacts, viewings or lettings); b) is not liable for the solvency, capacity or conduct of tenants, although it carries out reasonable checks with the means available; verification results are based on documentation provided by the user and on third-party services, and do not constitute a guarantee of payment; c) is not liable for services provided by third parties (electronic signature, identity and income verification), without prejudice to its diligence in selecting them; d) is not liable for interruptions due to scheduled maintenance notified with reasonable notice, or due to force majeure.

18.3. Cap. Except in the event of wilful misconduct or gross negligence, or of breach of data protection obligations attributable to Llavely, Llavely's total liability to the Agency for any cause arising from these Terms is limited, while the Service is free, to [amount to be defined]. Llavely shall not be liable for loss of profit, loss of business opportunities or indirect damage.

19. Confidentiality

19.1. Each party shall keep confidential the non-public information of the other party to which it has access in connection with the contract (commercial terms, transaction data, metrics, technical information, client information), and shall use it only to perform the contract.

19.2. Information is not confidential if it is public through no fault of the receiving party, was already lawfully known to it, is received from a third party without an obligation of confidentiality, or must be disclosed by legal obligation or at the request of an authority (in which case the receiving party shall inform the other party if the law permits).

19.3. The obligation remains in force for the term of the contract and for [3] years after its termination, and without time limit in respect of trade secrets (Ley 1/2019 (Spanish Law 1/2019 on Trade Secrets)).

20. Prevention of money laundering

20.1. Obliged entities. The parties acknowledge that each of them is, in its own right, an obliged entity under Ley 10/2010 (Spanish Law 10/2010 of 28 April on the Prevention of Money Laundering and Terrorist Financing) (Art. 2.1.l), in respect of leases with a monthly rent equal to or greater than €10,000, and that each of them will comply with its own obligations of due diligence, record-keeping, special examination, suspicious transaction reporting to SEPBLAC (the Spanish financial intelligence unit), abstention and internal control.

20.2. Performance by third parties (Art. 8 Ley 10/2010). In accordance with Article 8 of Ley 10/2010 and its implementing regulations (Real Decreto 304/2014 (Spanish Royal Decree 304/2014)), the parties may rely on the other party to apply the due diligence measures of formal identification, identification of the beneficial owner and the purpose and nature of the business relationship (Arts. 3 to 5), excluding ongoing monitoring of the business relationship. In such case:

a) each party shall retain full responsibility for the business relationship or transaction, even where the non-compliance is attributable to the other party; b) the party applying the measures shall immediately make the information obtained available to the other party and, on request, copies of the documents; c) performance by third parties must be formalised by means of a specific written agreement setting out the obligations of each party, which will be incorporated as [Annex III] for those Agencies that sign it.

20.3. Cooperation. The parties shall cooperate in good faith and inform each other of any circumstance relevant to the fulfilment of their obligations, without this entailing the disclosure of reports to SEPBLAC or other information subject to the prohibition of disclosure in Article 24 of Ley 10/2010.

20.4. Abstention. Llavely may refrain from facilitating or continuing a transaction through the Platform where there are indications of money laundering or terrorist financing, or where due diligence measures cannot be applied, without incurring any liability to the Agency.

20.5. Personal data. The processing of data for these purposes is based on compliance with a legal obligation (Art. 6.1.c GDPR and Art. 32 Ley 10/2010) and each party is an independent controller of the data it processes in order to comply with its obligations.

21. Amendment of the Terms

21.1. Llavely may amend these Terms by notifying the Agency on a durable medium with at least fifteen (15) days' notice (Art. 3.2 P2B), or longer if the amendment requires the Agency to make significant technical or commercial adaptations.

21.2. The Agency may terminate the contract before the notice period expires, with effect within fifteen (15) days of receipt of the notification. The Agency may waive the notice period by means of a written statement or a clear affirmative action; publishing new properties during the notice period shall be deemed to be such an action, except in the case of amendments requiring significant technical or commercial adaptations (Art. 3.2, last subparagraph, P2B).

21.3. Notice shall not be required where the amendment is imposed by a legal or regulatory obligation, or is necessary to address an unforeseen and imminent danger of fraud, malware, spam, data security breaches or other cybersecurity risks (Art. 3.4 P2B).

21.4. The payment terms referred to in clause 5.2 do not apply by this route: they only bind the Agency if it expressly accepts them.

22. Communications

Communications shall be made in writing, through the Agency Account dashboard or by email to the address provided by the Agency and, in the case of Llavely, to legal@llavely.com. Communications concerning restriction, suspension, termination and amendment of the Terms shall also be sent by email.

23. General provisions

23.1. Assignment. The Agency may not assign its contractual position without Llavely's prior written consent. Llavely may assign it to a company in its group or to a successor in the business, notifying the Agency.

23.2. Independence. The parties are independent. Nothing in these Terms creates an employment, agency, partnership or franchise relationship.

23.3. Partial invalidity. The invalidity of any clause shall not affect the remaining clauses.

23.4. No waiver. Failure to exercise a right does not constitute a waiver of it.

23.5. Language. These Terms are drawn up in Spanish. In the event of any discrepancy with other versions, the Spanish version shall prevail.

23.6. Order of precedence. In the event of conflict: (i) Annex II prevails in matters of data processing on behalf of the Agency; (ii) in all other matters, these Terms prevail over the Rules of Use.

24. Governing law and jurisdiction

24.1. These Terms are governed by Spanish law.

24.2. For any dispute, the parties submit, expressly waiving any other jurisdiction, to the Courts and Tribunals of the city of Madrid, without prejudice to the mediation provided for in clause 16.

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Annex I — What the agency account includes

Annex II — Data Processing Agreement

See document 09-contrato-encargado-tratamiento.md, which forms an inseparable part of these Terms.

Annex III — Agreement on the performance of due diligence measures by third parties

[To be drafted, if it is decided to offer it — see clause 20.2.]