General Terms and Conditions

1. These General Terms and Conditions (GTC) regulate the use and provision of outpatient healthcare services and/or the coordination, consultancy, and management of other related healthcare services in any modality, by GALENEO HEALTH, S.L. ("GALENEO"), with Tax ID number B-01917970 and registered office at Avenida del Ventisquero de la Condesa 16, Local 1, 28035, Madrid, SPAIN.

2. GALENEO will act with due diligence in the provision of its services and will comply with all its dedication and professional knowledge with the functions entrusted to it, performing the provision of its professional services in accordance with the requirements of Lex Artis, legal and ethical-deontological standards, and in accordance with the highest quality standards, maintaining its provision in accordance with current regulations, and always acting in the best interest of the Patient, placing the Patient's interest above any other. GALENEO will assume the costs and remuneration of the various elements and human teams that are necessary for the development of its services (with the exception of medication and/or drugs, in addition to consumable materials and specific medical equipment for procedures that require specialists) which will be borne by the Client and/or Patient, and if acquired and/or supplied by GALENEO, its cost will be passed on to the Client with proof of their amounts or purchase prices, with full responsibility regarding the legal obligations of a labor, civil, commercial, and tax nature that may correspond to it. GALENEO undertakes and commits to have the necessary qualified persons available for the performance of the services undertaken.

3. The Client and/or Patient guarantees to GALENEO that the Patient has, if mandatory, the medical prescription for the performance of the contracted healthcare services. The Client and/or Patient must provide GALENEO with all information and/or clinical documentation required by GALENEO to confirm the existing medical prescription and/or treatment to be performed, including the Medical History. For these purposes, the Client will be considered the natural or legal person who contracts GALENEO's services and signs the Particular Conditions of Contracting (PCC), which include the contracting sheets and/or annexes if required. The Patient will be the person who is the recipient of the services provided by GALENEO and/or the person who requires assistance. In cases where the Client does not also hold the status of Patient, the former must prove to GALENEO the Patient's authorization for the contracting of services and/or their status as guardian-curator and/or legal representative. In any case, GALENEO will require the informed consent of the Patient and/or by representation in the cases provided for in the applicable current regulations, as well as authorization to access personal data of a medical-healthcare nature. GALENEO reserves the right, in cases of healthcare services subject to medical prescription, to decide and communicate to the prescribing physician any result, incident, situation and/or need related to the healthcare services provided to the Patient. The contracted service will include all the services that will be detailed in the PCC, and it will be provided at the location and during the hours established in said PCC. The Patient has the duty to provide data about their physical condition or health in a loyal and truthful manner, as well as to collaborate in obtaining it when necessary for the purpose of care.

4. GALENEO will have the necessary professionals at all times for the proper execution of the service. The Client and/or Patient must provide access for GALENEO's professionals to the home and/or designated place for the provision of services in the programmed and agreed upon manner. The impossibility of accessing the Patient's home for a scheduled visit, and/or delay of more than 20 minutes from the scheduled start time for the visit, will entitle GALENEO to charge the full amount for the session and/or visit, even if it cannot be provided. GALENEO will communicate to the Client and/or Patient a contact (telephone and/or email) for administrative coordination and another for clinical coordination of the care if required. Likewise, the Client and/or Patient will designate in the PCC a single authorized person to make any communication with GALENEO related to the administrative and/or healthcare coordination of the services. The agreed sessions and schedules may not be unilaterally modified by the Client and/or Patient, and such change must be requested through GALENEO's service coordinators with a minimum notice of 24 hours.

5. The Client must comply with all terms and conditions of contracting, and must also act in accordance with current law and in good faith. The Client must pay GALENEO the agreed remuneration, as specified in the PCC.

6. As consideration for the services provided and the obligations assumed, GALENEO will receive from the Client a fixed remuneration under the terms accepted in the offer (included in the accepted budget and/or the PCC). The remuneration will be set by the parties by mutual agreement based on the scope and nature of the agreed services. The remuneration will accrue, in each case, according to the nature of the services and in the manner agreed in the PCC, and must be paid by the Client to GALENEO by deposit into the GALENEO account expressly designated and/or by direct debit, as applicable. GALENEO reserves the right, after notification by email to the Client, to temporarily suspend the services in the event of any incident experienced in the collection of the service and/or for non-payment until its resolution. Likewise, GALENEO reserves the right to cancel the provision of services, without any right to compensation for the Client and/or Patient, in cases of repeated non-payment of services –more than two unpaid invoices and/or, as applicable, unjustified delays, for a period exceeding five business days, in the payments agreed in the PCC– and/or in case of acts of violence, racism, xenophobia or intolerance in all its forms, suffered by any of the professionals assigned by GALENEO to the provision of services.

7. The provision of services by GALENEO will have the initial duration agreed in the PCC. Its validity will be extended after the initially agreed period (except in cases of services of a one-time nature expressly indicated as such in the PCC), for periods equal to the initial duration, unless either Party expresses its express and reliable will to the contrary, with a minimum advance notice of four (4) calendar days before the expiration date of the service agreement or any of its extensions. Notwithstanding the foregoing, the Client/Patient expressly accepts that the services may be automatically and unilaterally extended by GALENEO only in the event of a request and/or requirement to that effect from the Client/Patient's prescribing physician. The duration of the Service Contract will be mandatory for both Parties. In case of early withdrawal by the Client/Patient from the contracted services, there will be no penalty or right to any compensation in favor of GALENEO; however, the Client/Patient must pay the entirety of the services accrued and provided to date, as well as all associated expenses incurred by GALENEO as a consequence of material acquisitions and other derivative expenses. The service agreement and/or contract and the provision thereof will also be subject to temporary suspension in case of temporary absence of the Patient from the home duly communicated, and/or in certain cases of hospitalization of the Patient in which the services are not provided. The termination or expiration of the Service Provision Agreement will not prejudice in any way any right or amount, obligation or liability, to which the Parties are entitled or obligated on such date of termination or expiration, and/or up to the scheduled date of contractual termination.

8. The Client and/or Patient will refrain, either directly or indirectly, from hiring any of the professionals assigned by GALENEO to the provision of contracted services, and/or paying any type of fees to the assigned professionals. Breach of this obligation will be grounds for special termination of the agreement, and both parties expressly consent to establish for this case, as a penalty clause, compensation for damages to be paid by the Client to GALENEO equivalent to twice the total amount agreed for fees in the PCC, for the entire initial duration of the agreement.

9. Simultaneously with the execution of the PCC, and as a necessary requirement for effectiveness and entry into force of the contract, the Client must make a payment in favor of GALENEO, as a deposit, bond and/or guarantee, in an amount equivalent to a percentage of the total service budget established in the PCC. Said percentage will be determined for each case in the PCC. Said payment must be made by bank transfer to the account designated by GALENEO. Said deposit will respond to the fulfillment of the obligations assumed by the Client and/or Patient under the service provision agreement, and will be returned to the Client and/or Patient once the Agreement is terminated, provided that there are no liabilities to which it is subject and all contracting conditions have been fulfilled, with GALENEO being expressly authorized for the unilateral application of said deposit. Specifically, and without limitation, GALENEO will apply and/or retain the percentage of said deposit established in the PCC in the event of cancellation and/or termination of an activated service or a service in the management process. The existence of this deposit/bond will never serve as a pretext to delay the payment of services.

10. GALENEO will not be liable for damages that are exclusively attributable to the Client and/or Patient, including, without limitation:

• Failure to provide truthful, complete, and updated information about the Patient's health condition;
• Non-compliance with medical or therapeutic indications provided by healthcare professionals;
• The Patient's refusal to follow the prescribed treatment;
• Damages derived from personal actions of the assigned professionals that are outside the scope of the provision of contracted services and that are performed outside GALENEO's instructions.

GALENEO will act with the professional diligence required in the healthcare sector in accordance with Lex Artis and applicable regulations. Liability for professional healthcare acts of assigned professionals will be governed by the specific regulations applicable to each healthcare profession.

11. No waiver by GALENEO of a specific legal right or action or the failure to require by GALENEO the strict compliance by the Client and/or Patient with any of their obligations will constitute, neither a waiver of other rights or actions derived from a Contract or the Conditions, nor will it exempt the Client and/or Patient from fulfilling their obligations. No waiver by GALENEO of any of these GTC, the PCC, or the rights or actions derived from a contract will take effect, unless it is expressly established that it is a waiver and is formalized and communicated to the Client in writing.

12. The Client and/or Patient will be liable to GALENEO, and will compensate it, for any damage, deterioration, loss, misplacement and/or misuse of the equipment and materials that have been installed and/or deposited by GALENEO in the Patient's home or designated place in the PCC for the provision of its services. Likewise, the Client and/or Patient must facilitate the removal by GALENEO of the equipment and materials from the Patient's home upon completion of the agreed services.

13. GALENEO guarantees the confidential nature of data referring to the health of Patients, and that no one can access them without prior authorization protected by Law. GALENEO will adopt appropriate measures to guarantee the Patient's right to privacy, and will prepare, when appropriate, the rules and protocolized procedures that guarantee legal access to Patients' data.

14. If any of these Conditions were declared null and void by final resolution issued by competent authority, the rest of the clauses will remain in force, without being affected by said declaration of nullity.

15. The Parties undertake to respect at all times the current regulations on the Protection of Personal Data. In cases where it is necessary for the provision of the service, the Client authorizes GALENEO, in its capacity as controller, to subcontract storage services, custody of data backup copies and security, observing at all times the obligations provided for in the LOPDGDD and the regulations that develop it. GALENEO informs you that it has implemented the necessary technical and organizational security measures that guarantee the security of your personal data and prevent their alteration, loss, processing and/or unauthorized access, taking into account the state of technology, the nature of the stored data and the risks to which they are exposed, whether they come from human action or from the physical or natural environment. GALENEO undertakes not to copy or reproduce the information provided by the Client, except when necessary for its processing. GALENEO will notify the Client, without undue delay, of any personal data security breaches under its responsibility of which it becomes aware, together with all relevant information for the documentation and communication of the incident. Notification will not be necessary when it is unlikely that such a security breach constitutes a risk to the rights and freedoms of natural persons. Once the contractual relationship with the Client has ended, GALENEO reserves the right to retain the data of the Client who cancels the service for the time necessary to comply with its legal obligations. During that time, personal data will remain blocked and will not be used for any purpose other than the aforementioned, being deleted once the legal period required by current legal regulations has elapsed. For the ordinary development of healthcare activity, the Client/Patient expressly authorizes GALENEO for the reception, sending and/or forwarding of data relating to the Patient's health to prescribing and/or intervening medical professionals. To manage the contract, as well as the services and obligations derived from it, the Client and/or Patient EXPRESSLY AUTHORIZES that their personal data and any personal data that are necessary be processed by the company "GALENEO HEALTH, S.L." ("GALENEO"). The Client may exercise free of charge the rights of access, rectification, erasure, objection, portability, restriction of processing, (art. 13 of the GDPR, and art. 12 of the LOPDGDD), by contacting GALENEO HEALTH S.L., Avenida del Ventisquero de la Condesa 16, Local 1, 28035 Madrid, by written communication or by email addressed to privacy@galeneo.com, or by filing a complaint with the Spanish Data Protection Agency.

16. The Parties agree on email as the preferred means of communication for the development of the work, with the Client knowing and assuming under their responsibility, that email may present failures or vulnerabilities, without prejudice to the possibility of using other means. The Client will indicate when signing the agreement and/or budget an electronic communication address. GALENEO for matters related to the assigned work and for administrative matters indicates the following email addresses: Administration: support@galeneo.com and/or contabilidad@galeneo.com. The use of instant messaging applications for communications with GALENEO is not recommended because confidentiality may be compromised. Use of such applications by the Client will be at their own and exclusive responsibility.

17. Applicable Law and Jurisdiction: For all matters that may arise regarding the interpretation, execution or possible breach of these Conditions, the parties, waiving their own jurisdiction, and regardless of where any dispute arises, expressly submit to the competence and jurisdiction of the Courts and Tribunals of Madrid. These conditions will be governed, in any case, by Spanish legislation.