Terms and Conditions

Eligibility for being part of the program

As a current Factorial client, You (Factorial Client, Customer) can refer to us multiple companies — no limit of new companies referred every month.

You are required to maintain only one active Factorial account, and this account must have a clean history with no issues or instances of non-compliance with obligations within Factorial.

2) FRIEND REFERRAL We define as 'referred Friends' the companies referred by you, a Factorial Client, under the following conditions. To qualify as a referred Friend the friend has to comply with:

● The referred company has to be a New Client ('New Client'), meaning they have never used any of Factorial's services, placed an order, or be present in our database. ● The referred company can also qualify as a referred Friend if they are an old client who was previously a Factorial customer but closed their account at least 2 years ago. It's important to note that the account closure must not have been due to a failure to fulfil their obligations within Factorial. Upsells and/or contracting of new modules/features by the referred Friend do not count under the Program.

Please note that when referring a corporate group (understood as those described in Article 42 of the Spanish Commercial Code and those considered as “affiliates or subsidiaries”) it will be considered as a single referred customer.

This means that if you refer us a business group that meets the definition set out in that article, it will be considered as a single referral in our referral program. Also, be aware that self-referrals or referrals of any other company within your corporate group are not eligible.

Your referred Friends can start referring to their own Friends as soon as they have a Factorial account. Also, referred Friends may get a percentage discount off in their subscriptions!

How can a Friend be referred to Factorial?

Find your unique referral code by going to: ‘Settings’ > ‘Factorial Referral Program’ > ‘Refer Factorial’ > ‘fill out the form’ on your Factorial account.

Please make sure your referred Friend (as defined in this document) is happy to hear about this offer from Factorial before you refer them. Please note that you are confirming to Factorial that you are authorized to share your Friend company's contact data as required by relevant data protection laws for the purpose of contacting them to receive our commercial information.

3) CREDIT REWARD

About the Credit When referring to Friends, you can earn as a reward a Credit (“Credit”) that can just be applied towards paying for your Factorial subscription.

Please note that these credits will be credited to your Factorial account once your referred Friend becomes 'committed'. In this context, 'committed' means that the referred Friend (as defined above) has paid both:

- the onboarding fee to Factorial (as long as the referred Friend has this fee) and, - (a) three invoices of a Factorial subscription fee in case of monthly plans or(b) an invoice of a Factorial subscription fee for annual plans (or other kinds of plans).

These Credits will be available to use for a 12-month period since the accrual date; Any Factorial credit applied to your account is non-transferable and non-redeemable for cash under any circumstance.

How will Factorial calculate your credit? Your Credit amount will be calculated based on the number of seats contracted by your referred Friend at the time of their commercial proposal subscription signing.

The Credit amount will be determined according to the parameters in the following table: - If you refer a Friend who has between 15 (minimum limit) to 30 employees (both numbers included), Credit will be 300€. - If you refer a Friend who has between 31 to 50 employees (both numbers included), the Credit will be 600€. - If you refer a Friend who has between 51 to 150 employees (both numbers included), the Credit will be 1000€. - If you refer a Friend who has more than 151 employees (number included), Credit will be 3000€.

Please note that, the "number of seats" shall be deemed to be the number of employees (“seats”) stated in the Commercial Proposal signed by the referred Friend.

Notwithstanding the table above, it is important to note that the Credit per each referred Friend can be at most equivalent to a full year of your subscription value. The calculation of the annual subscription value is based on two scenarios: (a) for annual plans, the annual value is the subscription value indicated in the signed commercial proposal, and (b) for monthly plans, the annual subscription value is indicated in the signed commercial proposal and multiplied by 12 months.

How will Factorial pay your Credit? How Factorial will pay out this Credit depends on the client's subscription plan and their ongoing engagement with the platform. Here is how the credit will be paid out in different situations, and : - If you have a monthly Plan: If you have a monthly subscription plan and have accumulated a credit, Factorial will start offsetting that credit in the following monthly invoices until it is completely used up.. In other words, once the Friend is committed, credit will gradually be applied as discounts on the customer's monthly invoices until it has been fully utilized.

- If you have an annual Plan (or other kind of plan): If you have an annual subscription plan (or other kind of plan) and have accumulated a credit, Factorial will offset that credit from the next annual fee invoice. In other words, the credit will be applied as a discount versus the next annual invoice when it is time to renew the subscription for another year.

It is important to note that this credit will only be valid as long as you remain as an active Factorial customer and do not fail to meet any of your contractual obligations to Factorial.

How can I activate the process for the Friend Referral? To make a Friend referral, you must follow these steps:

1) Register in the referral program by going to ‘Settings’ > ‘Factorial Referral Program’ > ‘Refer Factorial’ > ‘Fill out the form’ on your Factorial account. 2) After step one, you will receive an email with a form to complete with the referral's details. 3) We take care of the rest! You are required to follow this automated process; otherwise, we are unable to grant any Credit.

Any doubt? Don’t forget to check this important information: ● Is there a case in which a refund of the Credit amount is made? No, Factorial will not issue any refunds or payments to the Customer under any circumstances or exceptions, including if you deactivate your account with unused credits. ● Will I still get Credit if my Friend cancels their order? No, your Credit is only applied after the point that your Friend can no longer cancel their order so it is considered “committed” (3 months in case of monthly subscription and 1 year if yearly). ● What if I still have Credit available after 12 months of the accrual date? Please note that Credit can only be used for 12 months, if exceeding will be lost after this period. ● What happens if I close my Factorial account? Any leftover Credit will be and will not be recoverable, even if you reactivate your Factorial account. ● Factorial decides to give a discount or make an exception to these Terms and Conditions? This is rare but referral rewards are variable at our discretion. In such instances, the Terms and Conditions remain unchanged for all other instances. ● Referral program may change or end? It’s not often, but this can happen. Factorial reserves the right to modify/terminate the program at any time and If it does, Factorial will reflect the changes here. Accrued credits will remain in your account until the end of the credit or the expiration date. We reserve the right to offer different discounts to customers at any one time from time to time. ● A referred friend or referring account holder has questions? Factorial will reply and any decisions made will be at Factorial’s sole discretion. ● Privacy or Conditions is a concern? Our Refer a Friend program operates in accordance with our website Privacy Policy and Terms & Conditions.

Factorial’s Limitation of Liability:

EXCEPT AS REQUIRED BY APPLICABLE LAW, FACTORIAL SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM THIS PROGRAMME, AND YOU AGREE TO INDEMNIFY AND HOLD FACTORIAL HARMLESS IN THIS REGARD. IN ANY EVENT, FACTORIAL'S LIABILITY SHALL BE LIMITED TO AN AMOUNT NOT EXCEEDING THE TOTAL FEES PAID BY YOU (CUSTOMER) TO FACTORIAL IN THE TWELVE (12) MONTHS PRECEDING THE OCCURRENCE OF THE HARMFUL EVENT. IF LESS THAN TWELVE (12) MONTHS HAVE PASSED SINCE THE EFFECTIVE DATE OF THESE TERMS AND CONDITIONS, FACTORIAL'S LIABILITY SHALL NOT EXCEED TWELVE (12) TIMES THE CUSTOMER'S LAST MONTHLY PAYMENT TO FACTORIAL FOR THE USE OF THE PLATFORM. THIS LIMITATION OF LIABILITY, IN ACCORDANCE WITH ARTICLE 1,152 OF THE SPANISH CIVIL CODE, SUPERSEDES ANY OTHER COMPENSATION FOR DAMAGES AND LOSSES, PROVIDED THAT IT IS EXPLICITLY AGREED TO BY THE USER. THE CUSTOMER IS RESPONSIBLE FOR PROCURING SUITABLE INSURANCE POLICIES TO COVER DAMAGES THAT MAY EXCEED THE AFOREMENTIONED MAXIMUM LIABILITY LIMIT.

Modification: Factorial reserves the right to modify these Terms and Conditions to adapt them to any change or new regulation, for technical reasons, for changes in the Services or in the Program offered by Factorial or for strategic decisions of the company.

IT IS YOUR RESPONSIBILITY TO PERIODICALLY REVIEW THESE TERMS AND CONDITIONS. IF YOU CONTINUE TO USE THE “REFER A FRIEND PROGRAMME” AFTER MODIFICATION OF THESE TERMS AND CONDITIONS, YOU WILL BE DEEMED TO HAVE EXPRESSLY AND RESERVEDLY ACCEPTED SUCH MODIFICATION.

Jurisdiction and Governing Law: These Terms and Conditions shall be governed and interpreted in accordance with the rules of common law of the Spanish legislation.

For any questions that may arise from the interpretation, compliance and execution of these Terms and Conditions, the User and Factorial submit to the jurisdiction and competence of the Courts and Tribunals of the city of Barcelona, expressly waiving any other jurisdiction that may correspond to them by law, unless the applicable legislation does not provide otherwise. Notwithstanding the foregoing, prior to any legal action being brought before the Courts and Tribunals, both parties shall make their best efforts within a maximum period of 15 working days to reach an amicable solution to the dispute.

THE CUSTOMER WARRANTS THAT THE PERSON WHO ENTERS THESE TERMS AND CONDITIONS ON BEHALF OF THE CUSTOMER DOES SO AS A DULY AUTHORIZED LEGAL REPRESENTATIVE AND HAS SUFFICIENT LEGAL CAPACITY TO ENTER INTO THE CONTRACT.

Date of last review/version: 20th of December 2023.