Operator Agreement

1. Medacrii licenses the Operator the use of the Flentix software platform to run the Operator's own virtual-office business. In respect of the Operator's own services, Medacrii is a software provider. It is not a party to the Operator's contracts with its clients, does not provide addresses, mail handling or workspace services to anyone, and does not make client-acceptance decisions.

1.1 One exception, and it is deliberate: the AI receptionist. Under clause 3A the AI receptionist is Medacrii's own service, contracted directly with the end client and introduced by the Operator on commission. The client keeps its own number and its own operator and forwards its calls to an inbound number that Medacrii holds in its own name, one for each client; the receptionist answers those calls. For that service and that service only, Medacrii is the supplier, not a software provider. This exception does not extend to the address, the mail, the workspace, or any part of the regulated domiciliation service, which remain the Operator's throughout.

2. The platform modules are the virtual-office toolset (address and mail administration, per-item client instructions, dispatch and custody), identity verification and screening orchestration, evidence file and retention, document generation, fiscal document generation, white-label theming, and the introduction of the AI receptionist. Feature availability may evolve; core functionality the Operator reasonably depends on will not be materially degraded during the term.

3.1 Merchant of record — and it splits. For the address, mail and workspace services, the Operator sells to its clients in its own name, is merchant of record, and client payments are collected through the Operator's own Stripe connected account. For the AI receptionist, Medacrii is merchant of record and the payment is collected to Medacrii's own account — see clause 3A. One checkout, one screen, two contracts, two invoices.

3.2 Platform fee. Medacrii receives a platform share on each virtual-office subscription, being the greater of a percentage of the net price and a fixed minimum per client, collected as a Stripe application fee on the net amount and never on VAT, plus a one-time identity-verification charge for each new client, both according to the published price list. Medacrii invoices the Operator B2B with the reverse-charge wording required by law. The amounts are those in the price list in force when the Operator accepts this agreement, and the version of that price list is recorded with the acceptance. Medacrii will give at least two months' notice of any rise. A change of price does not change this agreement. If the Operator has given notice to end this agreement before a rise takes effect, the previous price applies until the agreement ends.

3.3 Retail pricing of the Operator's own services — address, mail and workspace — is the Operator's to set. Medacrii may recommend a price and may never fix one. The AI receptionist is not the Operator's service and this clause does not reach it: Medacrii sets its price to its own customer under clause 3A.

3.4 Refunds and chargebacks. A refund to a client is the Operator's decision and is paid by the Operator. A chargeback or payment dispute raised by a client's bank is carried by the Operator, together with any dispute fee. In neither case does Medacrii return its platform share or cover the amount.

3A.1 Medacrii contracts with the end client for the AI receptionist, invoices the end client and sets the price.

3A.2 The Operator acts as a genuine agent introducing the service and is paid commission. It takes no margin, bears no service risk and does not contract with the end client for the receptionist.

3A.3 Introducing the AI receptionist does not make the Operator a telecommunications operator: the Operator does not contract, invoice or answer to the end client for it and takes no part in providing it. Medacrii contracts in its own name, with a licensed wholesale operator, one inbound geographic number for each client. That number is dedicated to the client but is never assigned to the client and is never the client's number; it is not published, callers do not see it, and neither the client nor a caller can use it to make calls. The client keeps its own number and its own operator and forwards its calls to that inbound number. The receptionist takes the caller's message or transfers the call to a number the client has designated in advance; the caller cannot choose or dial that number. Activating the service and linking each inbound number to its client are for Medacrii alone.

3A.4 The AI receptionist requires no domicile and no identity check. Medacrii collects only the client's business tax number for invoicing.

3A.5 The Operator invoices its commission monthly to Medacrii from its own account on the platform.

4. The platform generates the Operator's client invoices in the Operator's name and under the Operator's NIF (facturación por terceros). The Operator authorises this issuance, must keep its fiscal identity in the platform accurate, and remains responsible for its own tax affairs and filings. The platform keeps the invoices outside Spain, so an Operator established in Spain shall, before its first invoice, file with the Spanish Tax Agency the notice that its invoices are kept outside Spanish territory by electronic means (article 22.2 of Royal Decree 1619/2012), stating that they are issued through the platform, and give Medacrii the filing reference and date. The platform issues no invoice for that Operator until the notice is recorded.

5. The platform presents the Operator's brand to its clients. The Operator warrants it holds the rights to branding it uploads.

6.1 The Operator is the sujeto obligado. Providing registered, commercial or postal addresses to clients professionally makes the Operator an obligated entity under Ley 10/2010 art 2.1.o). Medacrii is not the provider of those services and is not the obligated entity.

6.2 Operator's regulatory undertakings. Before going live the Operator shall: (a) register with the Registro Mercantil as a prestador de servicios a sociedades and record the registration in the platform; (b) designate its responsible person where required; (c) complete its compliance profile truthfully; (d) file its own annual declarations, for which the platform prepares drafts that the Operator reviews, signs and files; and (e) confirm at purchase, and keep true, that the Operator's business as a whole has fewer than 10 staff and turnover at or below €2 million; the Operator shall tell Medacrii without delay if that ceases to be true.

6.3 Each client's identity file is reviewed and approved by the Operator before activation. The Operator may switch this review step off, in which case a client who passes the identity check is activated automatically. Switching it off is the Operator's own decision, recorded with who made it and when.

6.4 Prepared-for-adoption documents. Compliance documents the platform generates are drafts prepared from the Operator's data for the Operator's review and formal adoption. They are not legal advice; the Operator adopts them as its own and remains responsible for their accuracy and for its regulatory compliance.

6.5 Suspicious-activity reporting is the Operator's legal duty; the platform only assists. The Operator shall comply with tipping-off prohibitions.

6.6 No compliance outcome is warranted. Medacrii warrants the platform's functionality, not the Operator's regulatory compliance, registration status, or the outcome of any inspection.

6.7 Identification step. In checking the identity of the Operator's clients and screening them against sanctions and politically-exposed-person lists through the platform, Medacrii acts on the Operator's account and under the Operator's responsibility, integrated into the Operator's organisation, and for that step only is to be considered part of the obligated entity for the purposes of art 8.4 of Ley 10/2010; this does not make Medacrii an obligated entity in its own right or move any duty in this clause 6 away from the Operator.

7.1 The Operator is data controller of its clients' and their beneficial owners' personal data for the address and mail services; Medacrii is processor under the Data Processing Agreement, including the approved sub-processors for identity verification, payments, email, hosting and backups.

7.2 Medacrii is controller for the AI receptionist service, including messages and call records. The Operator is controller for its clients' address and mail data, for which Medacrii is processor under the Data Processing Agreement.

7.3 The Operator shall publish a compliant privacy notice, using the template provided if it wishes, and ensure a lawful basis for the identity-verification step.

8.1 The Operator is responsible for its clients and premises; its regulatory registrations, decisions, filings and reports; the accuracy of data it and its clients enter; and its staff's use of the platform. The Operator indemnifies Medacrii against third-party and regulatory claims arising from the Operator's business, client relationships, or breach of clauses 6–7.

8.2 Medacrii is responsible for operating the platform with reasonable skill and care, maintaining the security measures in the Data Processing Agreement, and the accuracy of the platform's mechanical operations, including calculations, logging and storage. Medacrii indemnifies the Operator against claims that the platform software infringes third-party intellectual property.

8.3 Liability caps. Neither party excludes liability that cannot lawfully be excluded. Otherwise each party's aggregate liability is capped at the fees paid in the preceding 12 months, and neither party is liable for indirect or consequential loss.

9. The Operator shall keep its fiscal identity, compliance profile and premises evidence current; maintain lawful premises by lease or title for addresses it sells; ensure staff complete the platform training module before handling client identity files; and not misuse the platform through security testing, resale or unlawful content. The Operator shall tell Medacrii promptly if its regulatory registration lapses or is withdrawn, or if it ceases to trade.

10.1 This agreement has no minimum term. It runs month to month from the go-live date. The onboarding fee is paid at checkout and the virtual office carries no licence fee.

10.2 If the Operator's regulatory registration lapses or is withdrawn, if the Operator breaches its anti-money-laundering obligations, or if its compliance profile is materially false, Medacrii stops new virtual-office sign-ups at once. Existing clients keep their service. If the position is not put right within 30 days, Medacrii may end this agreement, and clauses 10.5 and 10.6 apply.

10.3 Either party may end this agreement for a material breach not remedied within 30 days of written notice.

10.4 Notice to end. The Operator may end this agreement by notice to Medacrii: 90 days' notice while it has any active virtual-office client, or notice to the end of the current month if it has none. Medacrii may end this agreement without cause on 90 days' notice.

10.5 Clients when a centre closes or this agreement ends. Medacrii tells the Operator's virtual-office clients, with 60 days' notice, and offers each of them a centre in the same province first. The Operator shall cooperate in moving its clients, at its own cost; if it does not, Medacrii may carry out the move and invoice the Operator for it. The Operator shall keep the address served and the mail handled throughout the notice period and for 30 days after each client moves, by keeping reception open or a postal redirection in place. Once no client uses the address, the Operator shall give Medacrii proof of its formal deregistration.

10.6 Exit. On termination the Operator receives its complete data in export format under the Data Processing Agreement; anti-money-laundering records are preserved for the statutory retention period; client contracts remain the Operator's. The obligations on record-keeping, export and custody survive the end of this agreement.

11. This agreement includes confidentiality; no partnership or employment; assignment, under which Medacrii may assign to a group company, including a future Flentix entity, on notice; notices by email; the entire agreement; and severance. Medacrii will give at least two months' notice of any change to this agreement. A change applies to the Operator once its owner accepts the new version in the console; an Operator that does not accept it may end this agreement within that period without giving the notice in clause 10.4. If the English and Spanish versions of this agreement differ, the Spanish version prevails for an Operator established in Spain.

Governing law: Spanish law governs this agreement, and the parties submit to the courts of Spain.