Terms and Conditions for the Sale of a Residence with Attachments (storage room(s) and/or attached or detached garage(s), depending on the registered property) for the STARWOOD - POLISEDA PROJECT

Terms and Conditions for the Sale of Residential Units with Attachments (storage room(s) and/or garage(s), either attached or detached depending on the registered property) for the STARWOOD - POLISEDA PROJECT:

Note to the User: Apartments, garages, and storage rooms are being offered for sale at:

Completed new construction comprising the following property parcels in the building:

• Poliseda: Sale of residential units, garages, and storage units in a single building:
  • On parcel PL UE-20B Poliseda 51 [V] Suelo, 28806 Alcalá de Henares, registered in the Alcalá de Henares Property Registry No. 1, cadastral parcel 29,378 with CRE 28068000637196 and cadastral reference 7744921VK6874S0000ZQ.

Scope:

These terms and conditions apply to CLIKALIA’s products and services related to the purchase and sale of real estate, as brokered (by CLIPISO DESARROLLO SLU or another company within its group that carries out such activity, hereinafter “CLIKALIA”) of the homes, garages, and storage units of the aforementioned Properties, pursuant to an order and mandate from the owner, and are intended for individuals over the age of 18.

General Provisions and Purpose of the Contract:

www.clikalia.com is the website of the companies that make up the CLIKALIA group, with registered office at Calle María de Molina 39, 9th floor, Madrid, Postal Code 28006. Please read the terms and conditions of service carefully to be informed of the rights and obligations of users of the service offered through this platform. The user shall be deemed to have accepted these terms and conditions as binding at the moment they decide to use the service.

These general terms of use (hereinafter referred to as the “Terms and Conditions”) apply when using the services on our website. Use of our services implies acceptance of these Terms and Conditions. We reserve the right to modify these Terms and Conditions at any time without providing a reason.

To purchase one of the properties, you must make a reservation deposit of €1,000 + VAT via the website under the terms indicated below.

Conditions:

Pre-marketing Phase Through Conditional Reservations.

Users interested in purchasing one of the properties for sale may participate in the “pre-sale” marketing process through a reservation agreement, the terms and conditions of which are set forth below.

PROPERTY RESERVATION AGREEMENT

In Madrid, on [***] [***] [***].

GATHERED

1. ON THE ONE HAND:

SOF-13 Starlight 25 EUR, S.à r.l., a Luxembourg company registered in the Luxembourg Commercial Register under number B305834 and with Spanish Tax ID N0400780C, with its registered office at 2-4 Rue Eugène Ruppert, L-2453, Luxembourg (the “Company”).

The Company is represented by Mr. [***], holder of valid ID number [***] and having its registered office at [***], by virtue of the special power of attorney granted by the Company on [***] before the Notary Public of [***], Mr. [***], under protocol number [***].

2. AND ON THE OTHER HAND:

Mr./Ms. [***], of legal age, with ID number [***], and address for service of process at [***]. In addition to the address indicated above, the email address [***] and the telephone number [***] are provided (the “Buyer”).

The Buyer is acting in his or her own name and on his or her own behalf.

Both parties (the “Parties”), as they appear herein, declare that they have the necessary legal capacity to enter into this real estate reservation agreement (the “Agreement”) and, to that end,

STATE

• That the Company has entered into a purchase and sale agreement dated August 21, 2026 (the “Purchase and Sale Agreement”) pursuant to which, subject to the fulfillment of certain conditions, it will acquire 100% of the shares of the company [ (the “Company”) which, in turn, holds full ownership of the Property described in the Preamble. The Company holds full ownership of the residential complex located on parcel PL UE-20B Poliseda 51 [V] Suelo, 28806 Alcalá de Henares, registered in the Alcalá de Henares Property Registry No. 1, property number 29,378 with CRE 28068000637196 and cadastral reference 7744921VK6874S0000ZQ (the “Building”), of which the property described below forms part and which is the subject of the reservation under this Agreement (the “Property”): as follows. As of the date of this Agreement, the corresponding public deed of sale for the Company’s shares between the seller and the Company (as buyer) is pending execution, in accordance with the provisions of the Purchase Agreement (the “Company Sale Deed”).
• The Company holds full ownership of the residential complex located on parcel PL UE-20B Poliseda 51 [V] Suelo, 28806 Alcalá de Henares, registered in the Alcalá de Henares Property Registry No. 1, registered property 29.378 with CRE 28068000637196 and cadastral reference 7744921VK6874S0000ZQ (the “Building”), of which the property described below forms part and which is the subject of the reservation under this Agreement (the “Property”):

As of the date of this Contract, construction work on the Building in which the Property is located is currently underway. The Company agrees to notify the Buyer once the Company has obtained the first-occupancy permit.

Attached as Exhibit 1 is the Building’s construction specifications (the “Specifications”).

• As of the date of this Agreement, the Building has not been horizontally subdivided, as the corresponding deed of horizontal subdivision will be executed in a single legal act together with the Company’s Deed of Sale (the “Deed of Horizontal Subdivision”). Therefore, the Property does not yet have an independent property registration number until the deed of horizontal division of the Building is executed and registered in the Property Registry.
• The Company has engaged the services of Clipiso Desarrollo, S.L. (“Clikalia”) to market the Building (including the Property) to potential buyers.
• The Buyer is interested in formalizing a reservation on the Property with a view to subsequently completing the sale and purchase thereof, and the Company, for its part, is interested in formalizing the reservation in favor of the Buyer for its subsequent transfer; to that end, they hereby formalize said reservation in accordance with the following

CLAUSES

1. Subject Matter: Reservation of the Property

The Parties agree to reserve the Property described in the preceding Description (B) in favor of the Buyer, under the terms and conditions of this Agreement. During the Term defined in the “Term” clause, “Earnest Money Agreement,” and “Deed of Sale”, the Company agrees not to reserve or sell the Property to third parties.

In accordance with the provisions of Royal Legislative Decree 1/2007, dated November 16, which approves the consolidated text of the General Law for the Protection of Consumers and Users, and Royal Decree 515/1989, dated April 21, on consumer protection regarding the information to be provided in the sale of residential properties, the Company undertakes to provide the Buyer, prior to the signing of the Preliminary Agreement defined below, with all legally required information regarding the Property and the Building.

2. Reservation Amount, Price, and Payment Method

The reservation amount totals ONE THOUSAND EUROS ([1,000] €) (the “Reservation Amount”) plus the corresponding VAT (ONE HUNDRED EUROS (100€)), for a total of ONE THOUSAND ONE HUNDRED EUROS (1,100€).

The Reservation Amount is paid by the Buyer via an online payment gateway on the website using Stripe or a similar system at the time the reservation offer is made.

The Reservation Amount shall be considered an advance payment toward the purchase price, which amounts to [***] EUROS ([***] €) (the “Price”), and shall be deducted from the Price, in accordance with the provisions of the Earnest Money Agreement.

3. Deadline, Deposit Agreement, and Deed of Sale

The Parties agree to execute the purchase agreement with a penalty deposit regarding the Property (the “Deposit Agreement”) within a maximum period of 7 calendar days from the date on which the Company (either on its own or through Clikalia) notifies (the “Notification”) the Buyer that (i) the Deed of Sale for the Corporation has been executed and, therefore, the Company has taken control of the Corporation and the Property (the “Term”), (ii) the registration of the Property subject to reservation as an independent parcel resulting from the Horizontal Division of the Building, (iii) the obtaining of the CUPs code for the dwelling unit of the sold Property, (iv) and the cadastral reference of the Property subject to reservation.

In the Notice, the Company will provide the Buyer with a draft of the Earnest Money Agreement. The Earnest Money Agreement will govern, among other matters, the essential terms of the sale of the Property and the deadline for executing the corresponding deed of sale to formalize its transfer by the Company (as seller) to the Buyer (the “Deed of Sale”).

4. Withdrawal

If the Buyer withdraws from the sale of the Property (i) before the Period for executing the deed of sale begins or (ii) after this Period has begun within 5 days of the Buyer being provided with the Earnest Money Agreement and before the Earnest Money Agreement has been signed, the Company (either directly or through Clikalia) will refund the full Reservation Amount to the Buyer within a maximum of ten (10) calendar days from the date of certified notification of the Buyer’s withdrawal. The withdrawal must be made prior to the expiration of the right to do so; it must be express, in writing, and communicated to CLIKALIA. It must be sent to the following address: C/ María de Molina No. 39, 9th floor, 28006 Madrid, addressed to CLIPISO DESARROLLO SLU via certified fax (burofax) or a similar method that guarantees the delivery, content, and receipt of the communication.

Apart from the right of withdrawal indicated above, if the Parties do not formalize the Deposit Agreement within 7 days following the Notice, the Buyer will forfeit the Reservation Amount, and the reservation of the Property in favor of the Buyer will automatically expire and become null and void; the Company may then freely dispose of the Property for reservation and sale to third parties.

5. Automatic termination.

If the Company notifies the Buyer that the Deed of Sale will ultimately not be executed by the Company, the amount paid for this reservation (€1,100) will be refunded immediately.

6. Data Protection

In compliance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data (the "GDPR"), and Organic Law 3/2018 of December 5 on the Protection of Personal Data and the Guarantee of Digital Rights (the “LOPDGDD”), the Buyer is hereby informed of the following:

• Data Controller: Clipiso Desarrollo, S.L. (Clikalia), with Tax ID Number (CIF) B-87793535 and registered address at Calle María de Molina 39, 9th floor, 28006 Madrid. Data Protection Officer: dpo@clikalia.com.
• Purposes: The processing of the Buyer’s personal data is intended for the management of the contractual relationship arising from this Agreement, the management of the reservation of the Property, and the processing of the sale.
• Legal Basis: The performance of this Contract (Article 6.1.b of the GDPR) and the data controller’s legitimate interest in the commercial management of the transaction (Article 6.1.f of the GDPR).
• Data Subject’s Rights: The Buyer may exercise their rights of access, rectification, erasure, data portability, restriction of processing, and objection by writing to the data controller’s address or to the email address dpo@clikalia.com, attaching a copy of their identification document. You also have the right to file a complaint with the Spanish Data Protection Agency (AEPD), located at C/ Jorge Juan 6, 28001 Madrid (www.aepd.es).

7. Applicable Law and Jurisdiction

This Agreement is governed by Spanish law and, in particular, by the Civil Code and other applicable regulations.

The courts and tribunals of the city of Madrid shall have jurisdiction over any dispute arising from the interpretation or performance of this Agreement.

In witness whereof, the Parties have signed this Reservation Agreement in duplicate and for a single purpose, at the place and on the date indicated in the header.

Real Estate Purchase Agreement with Penal Deposit.

The pre-marketing phase through the Reservation Agreement indicated in Section A will be available until December 2027 at CLIKALIA’s discretion. Thereafter, the parties will proceed directly to the Real Estate Purchase Agreement with Penitential Deposit, which will be subject to the following draft:

COMPLETED NEW CONSTRUCTION (SUBJECT TO VAT):

PROPERTY PURCHASE AGREEMENT WITH PENALTY DEPOSIT

In Madrid, on [***] [***] [***].

GATHERED

1. ON THE ONE HAND:

Mr./Ms. [***], of legal age, with [***] and address for service of process at [***]. In addition to the address indicated, the email address [***] and the telephone number [***] are provided.

Mr./Ms. [***] acts as the authorized representative of the company [***] with Tax ID [***] and registered office at [***] (hereinafter, the “Seller”), by virtue of the power of attorney granted on [***] before the notary public of [***], Mr./Ms. [***], with protocol number [***].

2. AND ON THE OTHER HAND:

Mr./Ms. [***], of legal age, with ID No. [***], and address for service of process at [***]. In addition to the address indicated above, the email address [***] and the telephone number [***] are provided (the “Purchaser”).

The Purchaser is acting in her own name and on her own behalf.

Both parties, in their respective capacities, declare that they have the necessary legal capacity to enter into this SALE AGREEMENT WITH PENALTY DEPOSIT (the “Agreement”) and, pursuant thereto,

STATE

1. The Seller is the owner of the following property (the “Property”), the construction of which is complete; therefore, the Property is not being sold as a pre-construction project.

2. The building where the Property is located has been subject to a horizontal division granted by a deed dated [***], executed before the Notary Public of Madrid, Mr. [***], with protocol number [***]. The description of the Property contained in this Contract corresponds to that set forth in the deed of horizontal division. Prior to the execution of the Deed of Sale, the Property must be registered as an independent registered property in the Seller’s name.
3. The following annexes are attached:
   • Appendix I the simple registry extract(s) for the Property, unless the Horizontal Division is pending registration; once the Horizontal Division is registered and the simple registry extract is received, the Buyer will be notified.
   • Appendix II the approximate floor plans and their location (the “Plans”).
   • Appendix III the building specifications for the Property (“Specifications ”).
   • Exhibit IV the energy efficiency certificate for the transferred Residence (“EEC”).

The Seller, in accordance with Royal Decree 390/2021 of June 1, which approves the basic procedure for certifying the energy efficiency of buildings, undertakes to deliver to the Buyer the energy efficiency certificate for the dwelling included in the Property upon the execution of the public deed of sale.

• Appendix V Method of Payment of the Price, Schedule, and Deposit Account.

The Parties hereby acknowledge that the ancillary items of the Property (for example, furniture) that may be included in the Plans or other documentation for the development (including renderings or images) do not form part of the Property and are not included in the Price; they are provided for illustrative and purely indicative purposes, and the Seller is under no obligation to deliver them, as they fall outside the scope of this sale.

4. The Seller has provided the Buyer with information regarding the Property, particularly that required by Royal Decree 515/1989 of April 21 on consumer protection regarding the information to be provided in the sale and lease of residential properties, as well as other applicable regulations.
5. After the Buyer received the legally required information from the Seller regarding the building and the Property, the Buyer has freely decided and agrees to purchase and acquire the Property.
6. In accordance with the foregoing and having negotiated the terms and conditions of the agreement, the Parties hereby execute this Contract, in accordance with the Specific Conditions attached as Exhibit A to this contract.

APPENDIX A. TERMS OF THE SALE

First: Sale.

1. The Seller sells the Property to the Buyer, who purchases it:
   • As a specific property, at a freely agreed price, and without any limitations on its transferability.
   • Free of lessees, tenants, and occupants.
   • Free of encumbrances, liens, or any registrable annotations or entries that may adversely affect the Property (except for tax liabilities, easements, or similar obligations). In the event that the Property is encumbered by a mortgage at the time of execution of the public deed of sale, a portion of the price to be paid by the Buyer will be used to amortize and pay off the mortgage, without prejudice to its cancellation in the registry, which will be carried out in the following days either by the Buyer’s lender or its administrative agency, or by the Seller directly or through third parties or agents, as the case may be.
   • Up to date with payments for any utilities that may have been activated.
   • Up to date with payments for all types of taxes, fees, and levies applicable to the Property that have already accrued, with the exception of the Property Tax (IBI) for the year in which the deed of sale is executed, which will be apportioned between the Parties on a pro rata basis.
   • Up to date with payments to the homeowners’ association, including both regular dues and any outstanding special assessments or extraordinary fees that have been billed and that arise from an agreement, act, or action by the homeowners’ association prior to the signing of the public deed of sale.
2. The Buyer acquires the Property along with all legally appurtenant elements and under the conditions set forth in this Contract, including all rights, obligations, and easements inherent to the Property, including the Buyer’s proportional share of the building’s common elements and, where applicable, the common areas of the residential complex.

Second: Price.

• The lump-sum price (and not based on a rate per unit of measurement or number) agreed upon for the formalization of this sale is [***] EUROS ([***]€). In addition to the Price, the Buyer shall be responsible for the corresponding amount of Value-Added Tax (“VAT”), at the applicable statutory rate (currently 10%) [***] EUROS ([***]€)., bringing the total to [***] EUROS ([***]€). The Buyer shall pay the VAT rate in effect at all times, from the signing of the Contract until the execution of the Deed of Sale.
• The Buyer agrees to pay the Price, plus the corresponding VAT, via OMF bank transfer or a personal check made out to the Seller (payment of the earnest money deposit may be made via ordinary bank transfer), in accordance with the provisions of this Contract and as follows:
  • The Buyer must comply at all times with applicable regulations regarding money laundering and terrorist financing. Among other things, the Buyer must (i) demonstrate the lawful origin of the funds and (ii) avoid payments made by third parties on the Buyer’s behalf.
  • You must comply at all times with the payment schedule and method set forth in Exhibit V, which also breaks down the Price among the various components of the Property.
  • If applicable, any amount already paid as a corresponding “Reservation Fee” shall be considered an advance payment toward the Price and shall be deducted from it; said reservation fee shall form part of the earnest money referred to in this Contract.
  • The Price plus VAT must be paid in full, in any case, upon the execution of the Deed of Sale.
• The Seller agrees to issue the corresponding invoices following the relevant payments, and the Buyer must make payments via OMF bank transfer or a personal check made out to the Seller (payment of the earnest money deposit may be made via ordinary bank transfer) to the bank account [***] designated by the Seller and held at Bank [***].
• The Parties may not cite any market fluctuations or variations regarding the value of the Property to modify the Purchase Price or the contractual terms.

Section Three: Deed and Transfer of Ownership

1. The contracting parties agree to formalize this sale in a public deed (the “Deed of Sale”) by appearing before the notary public designated by the Buyer within SIXTY CALENDAR DAYS from the date of this Contract. If, as of the date of this Contract, the Property is not yet registered in the Property Registry in the Seller’s name, the period shall be counted from the day following the Seller’s notification to the Buyer of the Simple Registry Extract showing the Property registered in the Seller’s name. (“Notification for Formalization”). In the event that the last day of the period falls on a non-business day, the next immediately following business day shall be designated as the deadline:
   • To this end, the Buyer agrees to notify the Seller by email, prior to the date selected within said period and at least TEN (10) DAYS in advance, of the notary’s office, date, and time of the notarial act. If, by the end of said period, no such notification has been provided, the Seller shall be irrevocably authorized to appoint the notary of its choosing and to summon the Buyer to ensure that the Buyer fulfills its payment obligation.
   • If the CUP code and/or cadastral reference for the transferred property has not yet been obtained or determined, and this is a necessary requirement for the Buyer to obtain financing, the aforementioned 60-calendar-day period for the execution of the deed shall not begin until the day the Seller notifies the Buyer of the existence of such circumstances.
   • If, for reasons other than those mentioned above and not attributable to the parties, the maximum period for executing the deed provided for in the first paragraph of this provision proves insufficient, the parties shall agree to an extension for a period sufficient to execute the deed.
2. The execution of the Deed of Sale shall entail the physical delivery and possession of the Property, and therefore the transfer of ownership of the Property to the Buyer. At that time, the Seller shall deliver to the Buyer the keys to the Property and any other documentation referred to in Royal Decree 515/1989, as well as any other information required by applicable regional or sector-specific regulations.
3. For the execution of the Deed of Sale, the Buyer must be current in payment of all amounts owed for any reason or in connection with the sale, whether to the Seller or to third parties involved in the transaction, or in fulfillment of any other commitments or obligations assumed under or arising from this Purchase Agreement or other agreements with such third parties regarding the sale (e.g., where applicable, fees for mortgage brokerage, among others); in the event of a breach of such obligations and without prejudice to the Seller’s right to terminate the contract, the Seller shall be exempt from the obligation to deliver the Property and execute the Deed of Sale.
4. The Buyer has the right to choose the notary before whom the Deed of Sale is to be executed, unless such choice (due to territorial jurisdiction) lacks a reasonable connection to any of the personal or real elements of the sale.
5. The Buyer and the Seller are obligated to appear to execute the Deed of Sale on the applicable date, at the applicable time, and at the applicable location and, where applicable, to proceed with the handover and receipt of the keys to the Property and the subsequent fulfillment of their obligations for that purpose. The foregoing applies unless a force majeure event occurs, in which case a new date or location will be scheduled.
6. Once the date for the execution of the Deed of Sale has been set, any delay in its formalization due to causes attributable to either Party shall result in (i) the setting of a new date and (ii) the non-compliant Party assuming the expenses and maintenance costs of the Property. Specifically, this includes those related to the services, charges, and responsibilities of the Homeowners’ Association in accordance with the Property’s share of the association fees.
7. Until the Property is formally delivered upon the execution of the Deed of Sale, (i) the Seller expressly reserves title and ownership of the Property, and (ii) the Buyer may not sell, lease, transfer, assign, or encumber the use or enjoyment of the Property; any act of disposition not authorized in writing by the Seller shall be deemed null and void.

Fourth: Penitential Deposit and Failure to Comply with or Execute the Sale.

1. This sale is conducted with a PENITENTIAL DEPOSIT in accordance with Article 1,454 of the Civil Code. The deposit shall be equal to the sum of the reservation amount, if any, and the payment made upon signing this Contract, totaling 10% plus VAT, that is, a total of [***] EUROS ([***]€) of the purchase price.
2. If, upon the expiration of the established deadline for the execution of the deed of sale (the initial deadline or, where applicable, an extended deadline in accordance with this Contract), the Buyer has not summoned the Seller in accordance with this Contract, or if the execution of the deed of sale is not possible for reasons attributable to the Buyer:
   1. It shall be expressly understood that the Buyer withdraws from the sale, and the Seller shall retain the amounts paid as a penalty deposit.
3. If, upon the expiration of the term established for the execution of the Deed of Sale (the initial term or, where applicable, an extended term in accordance with this Contract), the Seller fails to appear to execute the Deed of Sale, or if the execution of the Deed of Sale is not possible for reasons attributable to the Seller:
4. It shall be expressly understood that the Seller has withdrawn from the sale, and the Buyer may demand double the amount paid as a penalty deposit, which the Seller must pay.

Fifth: Condition and State of the Property upon Delivery.

• The Seller agrees to formalize this sale in a public deed subject to the following conditions:
• The property must be vacant of furniture and personal effects, with the exception of built-in or fixed furniture.
• The Seller agrees to transfer the property WITHOUT registering the property for basic utilities (water, electricity, and gas). If any of these utilities are already registered as of the date of execution of the deed, the Seller also agrees to provide, before or at the time of execution, the necessary information so that the Buyer may process the change of ownership for such utilities.
• At the time of execution of the deed, the Seller shall hand over all sets of keys to the property.
• In compliance with the provisions of Law 38/1999, of November 5, on Building Regulations, the Seller has taken out a ten-year insurance policy to guarantee compensation for property damage caused to the building by defects affecting structural elements and directly compromising the mechanical strength and stability of the building where the Property is located.

Sixth: Expenses and Taxes.

Taxes:

1. All expenses, fees, and taxes arising from this sale and its execution as a public deed shall be paid by the Buyer, except for:
   • The Tax on the Increase in the Value of Urban Land (Municipal Capital Gains Tax), which shall in all cases be borne by the Seller.
   • The Real Estate Tax (IBI) for the year in which the deed is executed, which shall be borne by both parties on a pro rata temporis basis. If the assessment and payment are pending, the Seller shall prepare a provisional assessment based on the amount for the immediately preceding year, increased by 15%. The Buyer must pay this provisional amount to the Seller; once it has been settled and paid, the Seller will prepare a final settlement and reimburse the Buyer for any excess amount during the first quarter of the year immediately following the execution of the public deed of sale.
2. To cover the Buyer’s account costs, the Buyer shall make the corresponding provision of funds at the time the Deed of Sale is executed.

Precontractual Information (TRLGDCU): The Seller, in compliance with the provisions of Royal Legislative Decree 1/2007, dated November 16, which approves the consolidated text of the General Law for the Protection of Consumers and Users, hereby declares that it has provided the Buyer, prior to the signing of this Contract, with the following information: (i) the main characteristics of the Property; (ii) the Seller’s identity and address; (iii) the total purchase price, including applicable taxes; (iv) the payment procedures; (v) the expected date for the execution of the public deed; (vi) the existence or absence of encumbrances or liens on the Property; and (vii) the right to withdraw from the contract by forfeiting the earnest money deposit or, where applicable, receiving double the amount thereof in accordance with Article 1454 of the Civil Code. The Buyer declares that they have received this information in an understandable format prior to the signing of this Contract.

Section Seven: Authorizations and Procedures.

1. The Buyer authorizes the Seller to perform the following functions or activities:
2. To carry out, in the interest of the Buyer and the other purchasers of properties in the Development/Building, whatever steps are necessary for the construction, physical division, administration, and operation of the Property and the building to which it belongs, and to sign the contracts it deems appropriate for the implementation and operation of common services.
3. To place and maintain advertising billboards or signs—whether its own or those of third parties—on the building, lot, or premises of which the Property is a part, even during the marketing of the development, provided that this does not materially impair the Buyer’s peaceful enjoyment of the Property.
4. Execute the corresponding deed of declaration of new construction and division under the horizontal property regime, or corrections to the foregoing, and establish the bylaws of the homeowners’ association of which the Property is or will be a part (the “Association”), setting forth the conditions, active or passive easements, and encumbrances that may be necessary or appropriate, the various elements capable of independent use, and the common elements, as well as specifying the percentage of the latter that corresponds to each of the owners who are members of the Association, and to introduce into said documents whatever alterations, modifications, or corrections may be necessary based on the Project or the work performed.
5. Draft the rules or bylaws that will govern the Community, which shall comply with the terms of the Horizontal Property Law, incorporating those provisions deemed advisable based on the characteristics of the building.
6. If the Seller deems it necessary, convene the first meeting of the Community at which the secretary-administrator will be appointed, as well as contract, at the expense of the future owners, the services required to put the building’s common elements into operation, such as water, electricity, elevator maintenance, etc., for which purpose the Buyer grants irrevocable power of attorney to the Seller and agrees to provide the necessary funds requested for this purpose.
7. To execute as many deeds as necessary to ensure the legal and technical viability of the development, as well as, where applicable, those for rectification or modification, establishing their content with the broadest discretion.

Eighth: Requirement of Performance Due to Penitential Deposit and Force Majeure.

1. In accordance with the provisions of Article 1,454 of the Civil Code, a penalty deposit is involved; therefore, this clause authorizes the parties to withdraw from the Contract under the terms agreed upon below:
   1. In the event of withdrawal by the seller, the buyer shall be entitled to double the amount paid as a deposit, as set forth in the fourth provision of this contract.
   2. In the event of withdrawal by the buyer, the seller shall have the right to terminate the obligation to sell, retaining as compensation for damages the amount paid as a deposit, as set forth in the second provision of this contract.

It shall be understood that either contracting party withdraws from this contract if, except in cases of force majeure, it fails to appear at the execution of the deed, or, having appeared, fails to execute the deed for any reason attributable to it, except in cases of force majeure.

2. Likewise, both parties shall be deemed to have withdrawn if they fail to fulfill any of the other essential obligations arising from this contract.
3. Force Majeure: Neither Party shall be liable for failure to fulfill the obligations assumed under this Sales Contract when such fulfillment becomes impossible due exclusively to force majeure.

For the purposes of this Agreement, “force majeure” shall be understood to include the following circumstances: natural disasters, earthquakes, floods, labor disputes, general strikes, rebellion, fires, explosions affecting the parties, sabotage, epidemics, or pandemics, any intervention or declaration by government authorities, public institutions, or other agencies regarding situations analogous to those caused by COVID-19 that results in a prohibition on holding the event to which this Agreement refers, as well as any unforeseeable, unavoidable event beyond the control of the affected Party that (i) is beyond its control, (ii) prevents the full performance of the Agreement, (iii) cannot be overcome by taking reasonable measures required of the Party in question, and (iv) when these circumstances are not attributable to the Parties due to negligence or bad faith.

Under no circumstances shall the occurrence of a force majeure event entitle either Party to a price adjustment.

Article 9: Processing of Information

1. In compliance with the provisions of current regulations regarding the Protection of Personal Data, [***], with Tax ID [***] and registered address at [***], as the DATA CONTROLLER, hereby informs that the personal data contained in this Contract and those arising from the relationship will be processed for the following main purposes:
   1. Establishment of the contractual relationship and preliminary documentation arising from the preparation of the sale.
   2. Management of all necessary procedures for the acquisition of the properties subject to the sale.
   3. Processing of payments, guarantees (sureties or insurance), and taxes arising from the sale.
   4. Processing, where applicable, of registration in public records, deed execution, and homeowners’ association matters.
   5. Customer service.
   6. Sending quality surveys to improve our products and/or services as part of the continuous improvement process.
   7. Handling the transfer of utility services for the property being sold.
2. The legal basis for data processing is the performance of the contract; providing this data is necessary because, otherwise, it would not be possible to formalize the contractual relationship. It is also based on compliance with current administrative, tax, civil, and mortgage regulations applicable to real estate sales, as well as the legitimate interest in defending the interests of the parties in the event of disputes arising from the contract. The processing of your data for the purpose of service quality management may be considered to be carried out on the basis of a legitimate interest.
3. The data will be retained for as long as the relationship continues and no request for its deletion is made, and in any case in compliance with applicable legal time limits and statutes of limitations, as well as any other time limits arising from current financial, tax, or real estate regulations.
4. The data will be disclosed to the following entities:
   1. Bank(s) and/or insurance companies to guarantee the amounts paid toward the purchase price and deposited into the special account, in accordance with current regulations.
   2. Notaries and property registries for the purpose of drafting deeds of sale and registering title.
   3. Banks and credit institutions for the financial management of the sale transaction, including mortgage subrogations, guarantees, and sureties.
   4. Insurance brokers and insurance companies pursuant to Law 38/1999, of November 5, on Building Regulations.
   5. The Tax Agency and other competent state, regional, and local public administrations and entities, for the purpose of filing the corresponding tax returns (taxes and fees), obtain administrative licenses and authorizations, notify the cadastral ownership of the property as well as the owner’s address, and manage obligations related to Property Tax and the Tax on the Increase in the Value of Urban Land.
   6. Utility providers to process the necessary changes in ownership of the property.
   7. Courts and tribunals to handle any disputes arising from the sale.
   8. Other entities subject to legal obligations.
5. No international data transfers are planned.
6. Data subjects may exercise their rights of access, rectification, erasure, data portability, and restriction or objection by writing to the Data Protection Officer of the DATA CONTROLLER at the following email addresses: dpo@clikalia.com. Likewise, data subjects have the right to file a complaint with the Supervisory Authority (Spanish Data Protection Agency: www.aepd.es).

Section 10: Assignment of Contractual Position, Submission to Jurisdiction, and Applicable Regulations.

1. The Parties may not assign their contractual position under this Agreement to a third party outside the contractual relationship without the express consent of the other Party. However, the Seller may assign its contractual position under this Agreement to any company belonging to its corporate group (as defined in Article 42 of the Commercial Code).
2. The Parties, waiving their own jurisdiction (if any), submit to the jurisdiction and authority of the courts and tribunals of the provincial capital where the acquired real property is located to resolve any dispute regarding the execution and/or performance of this Agreement.

Eleventh: Prevention of Money Laundering and Terrorist Financing.

1. Pursuant to Law 10/2010 of April 28 on the Prevention of Money Laundering and Terrorist Financing, the Seller is a regulated entity subject to the applicable regulations and must comply with due diligence obligations. The Seller is required to obtain from its customers the information and documentation it deems necessary to fulfill said obligation.
2. The Buyer expressly agrees to provide the Seller, effective today and throughout the term of this Purchase Agreement, with all documents and other information requested by the Seller for the purpose of verifying the Buyer’s identity, professional or business activity, the lawful origin of the funds with which, if applicable, will be used to pay for the purchase of the Property, and any other relevant circumstances (the “AML Documentation”), for the purpose of complying with the anti-money laundering and counter-terrorism financing regulations applicable to the Seller at any given time (the “AML/CTF Regulations”). In this regard, if additional documentation has been requested from the Buyer after the Sale Agreement has been formalized:
3. If the Buyer fails to submit all PBC Documentation within 15 calendar days—except for documentation that, by its nature, cannot be required within that period—or if such documentation and/or information does not comply with the Seller’s requirements, the Seller may grant a new deadline for the Buyer to submit all such documentation and/or information in full. If, upon expiration of the new deadline, the Buyer has not submitted all of the requested PBC Documentation, the Seller may terminate this Purchase Agreement and impose on the Buyer a penalty in lieu of damages in an amount equivalent to the Penalty; the Seller may collect payment of said Penalty by retaining 100% of the amounts paid to it by the Buyer up to that point as part of the Purchase Price.
4. If, after the required documentation and information have been provided in full, the Seller refuses to proceed with the transaction in accordance with AML/CFT Regulations, or is unable to apply all due diligence measures and/or fulfill the other obligations imposed by AML/CFT Regulations, the Seller may terminate this Sales Contract without penalty to either Party, and the Seller shall refund to the Buyer the full amount paid by the Buyer.

Twelfth: Business Integrity and Best Practices.

The Parties agree to act with integrity and in accordance with the highest standards of professionalism and honesty. Specifically, they consider it unacceptable to give or accept gifts or incentives intended to influence negotiations or decision-making, a principle that both Parties consider binding.

Additionally, the Parties undertake not to promise, offer, give, or make any payment, gift, gratuity, and/or deliver any object of value, whether tangible or intangible, either directly or through third parties (including, for this purpose, their agents, employees, executives, shareholders, collaborators, representatives, or any other third party), with the intent of inducing a third party to perform or, conversely, to refrain from performing any act that would result in preferential treatment for the Buyer, or a breach of its obligations, and/or that could be dishonest, illegal, contrary to good faith, public order, or commonly accepted social principles, or that could constitute a breach of trust.

The Parties undertake to act at all times in an honest, fair, and ethical manner, committing to act with integrity; to this end, the Seller maintains a zero-tolerance policy regarding bribery and corruption. Furthermore, the Seller represents and warrants that both the Seller’s company and its employees, officers, shareholders, agents, representatives, and any other collaborators strictly comply with applicable regulations regarding corruption, bribery, ethical business conduct, money laundering, political contributions, gifts, and gratuities, and that, in addition, the Supplier is not aware of any instance in which the company or any person associated with it has violated such regulations during the five years prior to the signing of this contract.

Furthermore, the Seller commits to drafting, approving, and implementing whatever policies and procedures are necessary and to taking appropriate measures to ensure that neither the company nor its employees, officers, shareholders, collaborators, representatives, or any other person associated with it or acting on its behalf engages in any actions contrary to this clause.

The Buyer agrees to immediately notify the Seller upon becoming aware of any breach or action contrary to this clause.

Thirteenth: Governing Law and Jurisdiction

This Contract is governed by Spanish law and, in particular, by the Spanish Civil Code.

The courts and tribunals of the location where the Property is situated shall have jurisdiction over any dispute.

And in witness whereof, both parties sign this document as a free expression of their will, in duplicate and for a single purpose, at the place and on the date indicated at the beginning.

List of Attachments:

Attachment I: Simple Registry Extract(s) for the Property.

Attachment II: Property Plans.

Appendix III: Building Specifications

Appendix IV: Energy Performance Certificate (CEE)

Appendix V: Method of Payment, Payment Schedule, and Payment Receipt.

Payments must be made to the following bank account:

IBAN [***].

General Terms and Conditions:

Notwithstanding the foregoing, and as part of the “online” or electronic sales process, users may, through our website or directly via email (which must be documented), submit offers for the properties listed by CLIKALIA under the “Apartments for Sale” tab; such offers may be accepted by CLIKALIA within 3 business days. CLIKALIA is under no obligation to accept the offer made by the user.

Regardless of the amount of the offer (whether equal to, lower than, or higher than) the published estimated price, it will not be mandatory or binding on CLIKALIA until CLIKALIA expressly notifies the user who made the offer of its acceptance. In order to submit an offer, the offering user must, in all cases, first accept the Specific Terms of Service and the Special Conditions, which will be fully applicable alongside these general terms and conditions.

The entire legal process for the sale of apartments is conducted offline. The prices listed below the photograph of each property are not final sale prices, but rather indicative of CLIKALIA’s internal valuation and are not binding on CLIKALIA.

This amount does not include notary fees, taxes, fees, appraisals, or payments to third parties. The user accepts, understands, and is aware that these payments or expenses may be required of them if so agreed upon by the parties or if required by applicable law.

Once acceptance of the offer made by CLIKALIA has been communicated, the user will have 3 days to sign the Sales Contract with a penalty deposit clause with CLIKALIA (or, where applicable, the Reservation Contract if it is in effect under these terms during the pre-marketing period), in accordance with these terms and conditions.

By accepting these terms and conditions, users acknowledge and agree that, should any action be necessary to successfully carry out the order, mandate, or contract and to fulfill the obligations arising therefrom, CLIKALIA, as applicable, may take the necessary actions and bill the other party and/or user for the respective costs, which are legally their responsibility.

In the case of apartments marketed via “Virtual Tour/3D” or other special promotions, their specific terms shall apply to the extent they do not conflict with those set forth here. In particular, any promotional discounts or concessions shall only apply if the amount of the customer’s offer equals the property’s published price on the website.

If you would like more information about the process described here regarding the sale of any of our properties, please send an email to hola@clikalia.com, and we will contact you as soon as possible.

Specific Terms and Conditions:

The specific terms and conditions set forth below may be modified in the event of specific promotions and offers made by CLIKALIA and accepted by the owner of the home, garage, or storage unit being sold.

• Upon signing this offer, it will be governed by the following specific terms and conditions, which you accept and which will apply to the service:
• Please sign and submit a purchase offer for the price you deem appropriate for the property located at the address indicated in the project listing.
• Submission of the purchase offer is subject to payment of ONE THOUSAND euros (€1,000) plus VAT (10%)—€1,100 in total—for the homes, garages, and storage units in the Poliseda Development (completed new construction) via credit or debit card.
• CLIKALIA is under no obligation to accept the offer. CLIKALIA will have 72 hours to review and evaluate the purchase offer, and if it is not accepted, the amount paid will be refunded.
• If CLIKALIA accepts your offer, a representative will contact you to formalize the contract (either a Reservation Agreement or a Purchase Agreement with a penalty deposit) for the property that is the subject of the offer, which must be signed (at the accepted price) within a maximum of 72 hours from notification of acceptance. If the contract is not signed within that period, the amount paid by the user to make the offer will be forfeited.
• In addition, the purchasing CLIENT whose offer has been accepted must submit the form provided by CLIKALIA regarding the anti-money laundering and counter-terrorism financing (AML/CTF) requirements (the “AML/CTF form”), duly completed, within the 72-hour period set for signing the deposit agreement; If the customer fails to comply with this obligation by the end of the aforementioned 72-hour period, they will forfeit the amount paid as a reservation, and CLIKALIA will not be obligated to sign the earnest money contract.
• The earnest money contract or, if accepted by Clikalia, the direct deed of conveyance will always be formalized in accordance with the terms and conditions set forth in the Reservation Agreement or the Purchase Agreement previously indicated in sections “A” and “B,” respectively.
• The buyer must inform the seller if they wish to purchase the property with financing. Thus, to expedite the mortgage financing process, the buyer authorizes the seller to inform financial institutions about the sale of said property by providing the necessary information regarding it to conduct a credit analysis; under no circumstances shall the provision of this information impose any obligation on the seller to guarantee that the buyer will obtain the loan.
• This contract shall be governed by the provisions of Article 1,454 of the Civil Code regarding penalty deposits. In Catalonia, the corresponding Catalan legislation shall apply.
• The amount paid as a penalty deposit shall be considered a down payment and, therefore, shall be deducted from the final sale price.
• Any bank fees or charges incurred in connection with the payment of the purchase price shall be borne by, charged to, and be the responsibility of the buyer, regardless of which bank charges such fees or requires payment, including fees for transfers made from abroad or other similar charges. If such fees are charged to the seller, the amount must be paid by the buyer at the time the transfer is made, the contract is signed, or the public deed of sale is executed; such payment is essential for the seller, and if it has not been made by the buyer, the seller may withdraw from the transaction without penalty, liability, or any obligation to refund any amount to the buyer.

Administrative Fees

A fee of €3.200 excluding VAT (VAT would be 21%, amounting to €672) is charged, which includes the costs associated with the preparation, follow-up, and signing of the contract:  
 

• CLIKALIA is the holder of the right to this amount.
• Payment of the indicated amount must be made by credit card or bank transfer to the account specified on the respective invoice or pro forma invoice.
• The obligation to pay arises upon signing the earnest money contract, and payment must be made prior to the execution of the deed of sale.
• The fact that payment has not been made by the due date, even though the contract has been signed, does not imply the loss of or waiver of the right to collect the amount for the 5 years following the date it became due; and without prejudice to the fact that the services included until full payment is made will not be performed or delivered, at the buyer’s own risk.
• This payment is considered essential to the contractual relationship for the sale; if it is not made, CLIKALIA or the seller, through the respective selling company, may withdraw from the transaction without any liability and retain any amounts already paid by the customer.

Right to Use the Web Service

• Users have the right to view their personalized data on their own screen, as well as to print it. However, this data may not be used for commercial purposes, to create a database, or for industrial exploitation. Any actions intended to disrupt or hinder the operation of www.clikalia.com are prohibited. Furthermore, our content may not be extracted or reused without written authorization. Data extraction and collection programs may not be used without our authorization. Integration with or linking to our service is not permitted without our express consent. The right to use the service and its features is limited to the current state of technology. The user grants clikalia.com, free of charge, the unlimited right to reuse online and offline the content that has been transmitted to clikalia.com, as well as the property data and photos taken in connection with the property’s appraisal. The presentation and functionality of the service may vary depending on the type of access, for example, via the internet or mobile applications. The right to use the service and its features is subject to the current state of technology.

Warranty

• Clikalia.com offers no warranty whatsoever for technical errors, in particular regarding the constant and uninterrupted availability of the website or the correct display of content entered by the user.
• If the service is unavailable, you may contact our Customer Service department at the following email address: hola@clikalia.com

Security

• CLIKALIA informs users that the website uses industry-standard information security techniques, such as firewalls, access control procedures, and cryptographic mechanisms, all with the aim of preventing unauthorized access to data. To achieve these objectives, the user/customer agrees that the provider may collect data for the purpose of authenticating access controls.
• Limitation of Liability:
  • It cannot be guaranteed that the service offered will always be available and error-free. Access to clikalia.com may be occasionally interrupted or restricted due to maintenance work or the introduction of new services and features. Clikalia.com will endeavor to limit the frequency and duration of such interruptions. Consequently, the use of online content is at the user’s own risk and responsibility. In the course of using our website and services, clikalia.com shall be liable without limitation for damages caused intentionally or through gross negligence on the part of clikalia.com or its legal representatives, employees, or agents.

Data Protection

• Please refer to our Privacy Policy for information regarding the protection of personal data.

Intellectual and Industrial Property

• All trademarks, logos, text, images, and other content on our website are subject to copyright. By using our site, the user is not granted the right to further use this information. Modification, processing, and use in any type of media are strictly prohibited. Any other use is permitted only with the prior written consent of clikalia.com.
• The unauthorized use of our information, as well as third-party logos or trademarks appearing on our website, infringes upon our rights or the rights of third parties and is therefore not permitted.

Severability Clause

• If any provision of these Terms and Conditions is or becomes invalid, the validity of the remaining provisions shall remain unaffected. This provision may be replaced by other valid and enforceable provisions that come as close as possible to the intended economic purpose.
• CLIKALIA will pursue the civil or criminal actions provided by law in the event of any improper use of the web domain. Any disputes that may arise in connection with this Domain and/or these Terms and Conditions shall be governed exclusively by Spanish law and shall be subject to the jurisdiction of the competent courts and tribunals of Madrid, except in cases where applicable regulations specify an express venue—particularly with respect to consumers and users—which CLIKALIA shall respect.

You accept and declare that you have read and understood the terms and conditions set forth above.