Terms and Conditions of Cofre

These terms govern the purchase of services and the use of the software provided by Cofre, as well as the rights and obligations between the company and its clients.

Last updated: 26/08/2025

This is a courtesy translation. In case of any discrepancy, the Spanish version prevails.

Provider identification

Provider: Quantum Core SL (Cofre)

Tax ID (NIF/CIF): B21959408

Registered office: Calle Doctor Luis Calandre, 34, 30205 Cartagena, Murcia (Spain)

Phone: 910 05 99 50

Contact: protecciondedatos@cofre.io

Scope of application and contractual documents

These Terms and Conditions (the “Agreement”) apply to all services provided by Cofre (accounting, tax, employment and, where applicable, legal services) and to the access to and use of Cofre’s software (the “Software”).

Where they exist, the Service Proposal (with its Specifications and Financial Proposal), the Data Processing Agreement (DPA), the Service Level Agreement (SLA) and any annex or Additional Services accepted by the Client form part of the Agreement.

Using the Software or accepting a proposal implies acceptance of this Agreement.

1. Validity of proposals

Commercial offers and proposals are valid for 30 calendar days from their issue date, unless the proposal itself states a different period.

2. Entry into force of the Agreement

The Agreement begins when the Client signs or accepts the proposal or when Cofre confirms the order.

Activation may be subject to identity verification and anti-money-laundering checks (KYC/AML) where applicable. If verification is not possible, the Agreement may be deemed void with no liability for Cofre.

3. Services and Additional Services

The contracted services are those described in the Service Proposal and its annexes. Any work outside that scope will be considered an Additional Service and may be quoted or invoiced at the rates in force.

The start date is subject to the Client delivering the minimum required information and, where applicable, to the provision of funds or first payment.

Cofre will act with professional diligence, applying up-to-date internal procedures and technical criteria.

4. Communication of essential information

The Client will keep its Basic Information up to date (contact details, tax address, activity, financial year-end, directors, etc.). It will also designate a contact person with authority to make decisions and provide documentation.

5. Exchange of information and compliance with instructions

5.1 Delivery of documentation and channels. The Client will send information preferably by electronic means, using the channels indicated by Cofre (portal, app, integrations), in order to ensure traceability and deadlines.

Accounting and tax: provide the quarter’s documentation before the 10th of January/April/July/October. Late delivery may prevent filing on time and releases Cofre from liability for the consequences.
Employment: notify new hires at least 2 business days in advance (or 1 week if the employee is a foreign national). If this notice is not respected, processing by the required date is not guaranteed.
Electronic notifications: if the Client does not expressly engage their management, it will be responsible for receiving and handling such notifications. Any action on them may be quoted as an Additional Service.

5.2 Cooperation. The Client will respond promptly to requests and follow the applicable technical or regulatory instructions.

5.3 Accuracy. The Client warrants that the data and documents provided are true, complete and current. Copies in the Software do not replace the safekeeping of originals.

6. Confidentiality

Both Parties undertake to preserve the confidentiality of non-public information obtained during the relationship and to use it only to perform the Agreement. This obligation extends to their staff and suppliers and survives indefinitely.

7. Term, suspension and termination

For non-recurring services, the engagement ends upon completion.
For recurring services without an annual subscription, the relationship is of indefinite duration and either Party may choose not to renew it by giving written notice 1 month before the ordinary billing date.
Suspension or termination for cause: non-payment, lack of cooperation, legal or contractual breach, or disregard of recommendations whose non-observance may create risks.
If the breaching Party does not remedy the breach within 7 calendar days of notice, the other Party may terminate the Agreement.

8. Right of withdrawal (consumers only)

If the Client is a consumer and contracts at a distance, they may withdraw within 14 calendar days of contracting, provided performance has not begun. To exercise this right, contact protecciondedatos@cofre.io. Once the service has begun, withdrawal is deemed unavailable.

9. Services after termination

If the relationship ends in the middle of an accounting or tax period, Cofre may continue until the effective date indicated by the Client and/or assist in the handover to a new provider. These tasks may be treated as Additional Services.

10. Intellectual property and materials

Cofre and/or its licensors hold the rights to the Software, its documentation, automations and the databases generated by its use.
The Client retains ownership of the information and documents it provides.
Reverse engineering, decompilation or circumvention of technical measures is prohibited.
Cofre may produce aggregated, anonymized metrics (without identifying clients) to improve services or for statistical purposes.
Cofre may withhold materials until outstanding amounts are paid and keep copies for the statutory periods.

11. Prices, billing and payments

Prices and scope are set out in the Financial Proposal. Amounts do not include taxes unless stated.
A provision of funds may be requested. Necessary direct expenses will be reimbursed separately.
Promotions apply only once per Client.
Services are non-refundable.
Payment methods: direct debit or valid electronic means.
For monthly subscriptions, billing continues until the effective date of cancellation notified with the applicable notice; for annual plans, cancellation takes effect at expiry.
Late payment accrues statutory interest and return charges. Non-payment entitles Cofre to suspend services until the situation is resolved.
Invoice disputes: 10 days from receipt to report issues in writing.

12. Review of prices and of these Terms

Cofre may adjust prices annually in line with the Spanish CPI (INE) and, if this is lower, apply an update of up to 15%. Material changes to terms or prices will be notified 30 days in advance. The Client may terminate before they take effect if it does not accept them.

13. Client responsibilities

The Client remains responsible for its accounting and its tax and employment obligations, as well as for its duties as Data Controller where applicable. It must collect and keep the original documentation and verify the suitability of expenses and deductions.

14. Liability and limits

Cofre will be liable for direct damages caused by negligent breach within the limits of this section. Indirect damages (loss of profit, loss of business, etc.) are excluded.
Maximum amounts: 10.000 € per claim and 20.000 € per financial year, unless otherwise agreed. For professional liability, up to the limit of the applicable professional indemnity policy.
There will be no liability for errors arising from the Client’s incomplete, inaccurate or late data or for incidents caused by third parties unrelated to Cofre.

15. Time limits for claims

Official tax or employment notices: inform Cofre within 2 business days of receipt.
Other damages: notify within a maximum of 6 months of becoming aware of them.
Absolute limit: no claims will be accepted more than 3 years after the service was provided.

16. Third-party claims

If a third party makes claims related to the services, the receiving Party will immediately notify the other. Where Cofre has to make payments for reasons not attributable to its negligence, the Client must hold it harmless within the established liability limits.

17. Subcontracting

Cofre may subcontract tasks (infrastructure, support, development or others), remaining liable to the Client. Liability limitations extend to employees and subcontractors.

18. Force majeure

Neither Party will be liable for delays or breaches due to force majeure (strikes, disasters, communication outages, software/third-party failures, etc.). The start and end of the incident will be notified.

19. Notices and communications

Material notices will be given in writing to the designated contact details. They will be deemed received on the same day if electronic and after 7 days if postal, unless proven otherwise. In electronic communications, both Parties will safeguard the security of their systems.

20. Use of the Software and information systems

a) Cofre’s Software

Remote access limited to the purpose of the Agreement; assignment is prohibited except by legal mandate or for audits.
Safekeeping of credentials by the Client; responsibility for their use.
Technical requirements: Internet connection and up-to-date browsers; Cofre may indicate adjustments or maintenance windows.
Security: application of reasonable measures (TLS, access control, backups, etc.).
Bank connection (AIS/PIS) and other integrations: optional, provided by authorized third parties under their own terms. The Client agrees that the data strictly necessary for the service may be shared.

b) Client’s Software

The Client will provide Cofre with the necessary access and licenses, bearing the associated costs.
The Client will be responsible for the operability of the environment and for any additional work arising from issues in its software.

21. Restrictions on hiring staff

During the term of the Agreement and for up to 6 months after it ends, neither Party will hire staff of the other Party who were directly involved in the services without prior consent. In case of breach, compensation equivalent to six months of the professional’s gross salary may be claimed.

22. Assignment of the Agreement

Assignment of the Agreement requires written consent, except in the event of a corporate reorganization of Cofre (e.g. merger or spin-off) or a transfer of the business unit, in which case it may be assigned to the new owner.

23. Entire agreement, governing law and jurisdiction

This Agreement supersedes prior agreements on the same subject matter. It is governed by Spanish law. For any dispute, the Parties submit to the Courts and Tribunals of Cofre’s registered office (Cartagena, Murcia), unless a mandatory rule provides otherwise.

24. Rules of interpretation and order of precedence

Data Processor Agreement (DPA).
Service Proposal (Specifications and Financial Proposal).
These Terms and Conditions.