SWPANEL Self-Hosted License Reseller Master Agreement

This Reseller Master Agreement (the “Agreement”) is a legally binding contract between DeepThink Software S.L.U., Tax ID B55332157, with registered address at Calle Ponent 13-15, 17458 Fornells de la Selva (Girona), Spain (hereinafter “DeepThink”), and the entity applying for registration and validation as a reseller (hereinafter the “Reseller”), for the purpose of regulating the authorised resale of SWPANEL software licences in its Self-Hosted modality (“SWPANEL Self-Hosted” or “SWPANEL”) to end-customers.

This Agreement complements and is integrated with the EULA – End User License Agreement of SWPANEL (hereinafter the “EULA”), which remains published on www.swpanel.com and is available to each End Customer within their SWPANEL account (section “Agreements and Contracts”) for every activated licence. Matters not covered herein shall be governed by the EULA. In the event of conflict regarding the relationship with the Reseller, this Agreement shall prevail.

1. Definitions

1.1.End Customer. A natural or legal person who acquires, activates or uses SWPANEL licences through the Reseller or directly from DeepThink.
1.2.SWPANEL Account. SaaS environment (https://go.swpanel.com) from which the Reseller manages licences, validations, billing and communications.
1.3.Activation. The moment when a SWPANEL licence is installed, validated and reported as operational on a server controlled by the End Customer.
1.4.RRP. Recommended Retail Price in force and published by DeepThink on www.swpanel.com.
1.5.Discount (DTO). Discount applied to the Reseller over the RRP according to the tier of active licences (Annex I).
1.6.Brand Materials. Trademarks, logos, trade names, advertising assets, brand-identity manuals and other brand assets of SWPANEL/DeepThink.
1.7.Documentation. Manuals, technical guides, specifications and notices published by DeepThink.
1.8.Reseller Program. Commercial, technical and operational rules for the resale of SWPANEL licences.
1.9.Reseller Levels. Starter, Professional, Advanced and Elite, defined by sales volume (Annex I).
1.10.Compensation / Indemnification. The set of amounts, damages and costs chargeable to the Reseller described in Annex X when the circumstances therein occur.

2. Purpose and Scope

2.1.Purpose. DeepThink authorises the Reseller, on a non-exclusive and revocable basis, to market and manage SWPANEL Self-Hosted licences for End Customers in accordance with this Agreement.
2.2.Mere commercial intermediary. The Reseller acts solely as a commercial intermediary receiving a discount/fee for the acquisition or sale of licences. No additional contract of exclusivity, warranty, brand representation or services is created beyond this Agreement.
2.3.Relationship with End Customer. The legal relationship between DeepThink and the End Customer is governed solely by the EULA. This Agreement does not expand DeepThink’s obligations toward the End Customer.

3. Ownership, Intellectual Property and Non-Exclusivity

3.1.Ownership. SWPANEL (source and object code), its architecture, the infrastructure and servers required for its operation, the Documentation and Brand Materials are and shall remain the exclusive property of DeepThink and/or its licensors.
3.2.No transfer of rights. This Agreement does not convey or license to the Reseller any intellectual- or industrial-property rights, trade secrets, databases, customer lists or client rights.
3.3.Non-exclusivity. The authorisation is non-exclusive and non-territorial. DeepThink may appoint other resellers and/or sell directly or indirectly without restriction or compensation to the Reseller.
3.4.Customers. End Customers using SWPANEL licences are customers of DeepThink. The Reseller acquires no right of retention, ownership or compensation regarding such customers.

4. Registration, Validation and Revocation

4.1.Application. Registration shall be requested from the Reseller’s SWPANEL Account.
4.2.Manual validation. DeepThink will validate each request at its sole discretion and may require technical, commercial or reputational information.
4.3.Revocation. DeepThink may revoke reseller status at any time, without indemnification, for (i) non-payment; (ii) inactivity; (iii) reputational damage; (iv) contractual or legal breach; (v) fraud or misconduct; (vi) brand or confidentiality infringement.
4.4.Effects. Revocation entails the immediate loss of discounts and benefits. Active licences may be invoiced directly to End Customers to preserve service continuity. DeepThink shall owe no compensation to the Reseller for such revocation or termination.

5. Creation, Management and Operational Limits

5.1.Management. The Reseller may create and manage licences from its SWPANEL Account.
5.2.Inactive licence limit. A maximum of 50 generated but inactive licences may coexist simultaneously.
5.3.Automatic activation. Activation occurs automatically upon installing SWPANEL on an End Customer’s server, being recorded on the validation platform.
5.4.Technical controls. DeepThink may modify validation, activation, control and security mechanisms to protect End Customers, software integrity and the brand.

6. Economic Conditions, RRP, Discounts and Compensations

6.1.Dynamic RRP. SWPANEL RRPs may vary at any time. The Reseller’s discount/margin shall always apply to the prices in force published on www.swpanel.com at the moment of billing.
6.2.Volume discount. The discount is determined by the number of active licences held by the Reseller as per Annex I.
6.3.Monthly billing. Licences are billed monthly to the Reseller based on activation date and the applicable tier during that period.
6.4.Taxes and charges. The Reseller is responsible for all applicable taxes; DeepThink may pass on the corresponding taxes and surcharges.
6.5.Prohibition of unilateral set-off. The Reseller may not unilaterally set off, withhold or deduct any amounts owed to DeepThink.
6.6.DeepThink’s right of set-off. DeepThink may set off, ex officio, any amounts owed to the Reseller against liquid and enforceable debts the Reseller owes to DeepThink (for example, those described in Annex X).

7. Non-payment, Suspension, Continuity and Compensations

7.1.Precautionary suspension. In the event of total or partial non-payment, DeepThink may temporarily suspend all licences issued to the Reseller.
7.2.Reassignment and continuity. If non-payment persists for more than 10 calendar days, DeepThink may invoice and collect directly from End Customers, cancel the Reseller account and claim the amounts due.
7.3.Interest and costs. DeepThink may charge late-payment interest, management fees, collection costs and legal expenses.
7.4.Liability waiver. The Reseller releases DeepThink from any liability for service suspension or impact caused by its non-payment.
7.5.Compensation for non-payment and damages. The Reseller shall compensate or indemnify DeepThink for direct and indirect damages, loss of profit, reputational harm and costs arising from non-payment or related conduct (see Annex VI and Annex X).

8. Use of Brand and Communications

8.1.Limited authorisation. The Reseller may use Brand Materials solely to promote SWPANEL licences in accordance with DeepThink’s guidelines.
8.2.Prohibitions. It is forbidden to (i) claim exclusivity or official representation; (ii) create confusing signs; (iii) alter logos or notices; (iv) register domains or marks similar to SWPANEL or DeepThink; (v) conduct deceptive or damaging campaigns.
8.3.Monitoring and withdrawal. DeepThink may audit and require immediate withdrawal of materials that breach guidelines or harm its reputation (see Annex VII).
8.4.Compensation for misuse of brand. Any unauthorised or harmful use of DeepThink’s brand or assets will trigger the compensations provided in Annex VII and Annex X.

9. Reseller Obligations

9.1.Conduct and compliance. Comply with all applicable laws (data protection, consumer, competition, export, sanctions, anti-corruption) acting truthfully and in good faith.
9.2.Truthful information. Not to engage in unfair, deceptive or dumping practices nor sell below RRP.
9.3.Confidentiality. Keep confidential DeepThink’s technical and commercial information and that of the Reseller Program; see Annex II.
9.4.Security. Safeguard credentials, keys and data; report security incidents without delay.

10. Support and Training

10.1.Scope of DeepThink support. DeepThink shall provide support only for the SWPANEL software, within the terms and limits set forth in the EULA. DeepThink does not provide support for operating systems, platforms, hypervisors, hardware, networks, perimeter security or other components of the environment where SWPANEL is installed.
10.2.Reference to EULA. Support, maintenance, updates and service-quality conditions are governed by the EULA and its annexes (including the SLA) incorporated by reference.
10.3.Best-Effort assistance to Reseller. DeepThink will provide Best-Effort assistance in installation, configuration and training related to SWPANEL, without assuming obligations or warranties other than those set forth in this Agreement and the EULA.
10.4.Responsibility to End Customers. The Reseller is solely responsible for first-level support to End Customers and may not transfer any direct or indirect liability to DeepThink beyond that stipulated in the EULA.

11. End-Customer Protection, Modifications and Compensations

11.1.Service precedence. In the event of a conflict between the Reseller’s interests and the continuity of the End Customer’s service, protection of the End Customer shall prevail.
11.2.Powers. DeepThink may introduce reasonable and proportionate technical, commercial or contractual modifications to protect End Customers, product security and brand reputation, including the reassignment of billing in cases of non-payment or revocation.
11.3.Compensations for damage to End Customers or the brand. Any act or omission by the Reseller that DeepThink deems potentially harmful to SWPANEL, End Customers, licences or the application of this Agreement shall give rise to the compensations set forth in Annex X, without prejudice to other actions.

12. Global Compliance, Export and Sanctions

12.1.Export. The Reseller shall comply with all applicable export and re-export control regulations (EU, U.S., U.K. and other relevant jurisdictions).
12.2.Sanctions and anti-corruption. The Reseller declares that it is not subject to sanctions, does not operate in sanctioned jurisdictions, and will comply with anti-corruption laws (including FCPA and the UK Bribery Act), refraining from improper payments or corrupt practices.
12.3.Blocking. DeepThink may block operations that violate these rules or pose legal or reputational risks.

13. Confidentiality and Data Protection

13.1.Confidentiality. See Annex II (Confidentiality and Third-Party Processing).
13.2.Data protection. See Annexes III, IV and V (GDPR – EU, CCPA/CPRA – California, LGPD – Brazil and other laws). The Reseller shall act as controller or processor toward its End Customers, ensuring lawfulness, transparency and security measures.
13.3.International transfers. Appropriate mechanisms (SCC, BCR, adequacy decisions) shall apply in accordance with current law.

14. Audit, Verification and Effects of Termination

14.1.Audit. During the term of this Agreement and up to five (5) years after termination, DeepThink may audit, upon reasonable notice, the Reseller’s books, records and systems related to this Agreement.
14.2.Remedies. If a breach or under-declaration exceeding 5% of amounts is detected, the Reseller shall pay the differences, audit costs and related expenses, without prejudice to other actions.
14.3.Effects of termination or revocation. Termination entails the cessation of discounts and benefits; direct billing to End Customers; return or destruction of materials if requested by DeepThink. DeepThink shall owe no compensation to the Reseller for termination or revocation, without prejudice to compensations/indemnifications owed by the Reseller to DeepThink for damages caused (see Annex X).

15. Assignment, Subcontracting and Notifications

15.1.Assignment. The Reseller may not assign this Agreement without DeepThink’s prior written consent. DeepThink may assign it freely.
15.2.Subcontracting. The Reseller shall be responsible for its subcontractors. DeepThink may rely on subprocessors with equivalent confidentiality and security obligations (see Annexes).
15.3.Notifications. Notices shall be made via the SWPANEL Account or in writing to the addresses designated by the parties.

16. Governing Law, Jurisdiction and International Provisions

16.1.Governing law. This Agreement shall be governed by and construed in accordance with the laws of Spain.
16.2.Jurisdiction. The parties submit to the Courts and Tribunals of Girona (Spain), waiving any other jurisdiction.
16.2.1.International arbitration. Notwithstanding the foregoing, DeepThink may, at its sole discretion, submit any dispute to international arbitration administered by the International Chamber of Commerce (ICC), seated in Paris, in the Spanish language, with a final and binding award enforceable under the 1958 New York Convention.
16.3.Severability. The invalidity of any clause shall not affect the validity of the remainder.
16.4.No waiver. The failure to exercise any right shall not imply its future waiver.
16.5.Entire agreement. This Agreement, the EULA and Annexes I–X constitute the entire agreement between the parties. In case of updates, the most recent version published by DeepThink shall prevail.
16.6.Interpretation and international prevalence. This Agreement shall be interpreted under Spanish law and is valid in jurisdictions recognising contractual autonomy, pursuant to Regulation (EC) 593/2008 “Rome I” and analogous international private-law rules.
16.7.Language and translations. This Agreement is originally drafted in Spanish. Translations are for informational purposes only; in case of discrepancy, the Spanish version shall prevail.

17. Force Majeure

17.1.Neither party shall be liable for total or partial non-performance of its contractual obligations when such failure results directly from force majeure or unforeseen events.
17.2.Force majeure shall include, among others: natural disasters, fires, floods, earthquakes, epidemics, pandemics, terrorist acts, sabotage, wars, general strikes, power or telecommunication outages, third-party supplier failures, large-scale cyberattacks, governmental restrictions or any other unforeseeable event beyond the reasonable control of the parties.
17.3.The affected party must notify the other of the existence of the force majeure event within five (5) business days of becoming aware of it.
17.4.During the force majeure event, affected obligations shall be suspended without constituting default or giving rise to compensation.
17.5.If the situation continues for more than ninety (90) calendar days, DeepThink may unilaterally terminate the Agreement without any obligation to pay compensation.

18. Updating and Modification of the Agreement

18.1.DeepThink may modify, update or replace the content of this Agreement and its Annexes at any time when deemed necessary for service improvement, legal compliance or commercial updating.
18.2.Modifications shall take effect upon publication on www.swpanel.com or within the Reseller’s SWPANEL management platform.
18.3.Maintaining reseller status or continued use of the SWPANEL service after fifteen (15) calendar days from publication of the changes shall constitute tacit and irrevocable acceptance.
18.4.DeepThink may nevertheless require express acceptance of certain modifications when they entail substantial changes in economic or technical conditions.
18.5.The updated version of the Agreement and its Annexes shall entirely replace previous ones, being the only valid and enforceable version as of its effective date.

19. Acceptance and Electronic Signature

19.1.This Agreement shall be deemed accepted by the Reseller when, from its SWPANEL account, it completes the digital registration and activation process for its status as a Self-Hosted Licence Reseller.
19.2.Such digital acceptance constitutes a valid and binding electronic signature under Regulation (EU) No. 910/2014 (eIDAS Regulation) and Spanish Law 6/2020 on trusted electronic services.
19.3.The electronic record generated within DeepThink’s systems proves the Reseller’s identity, acceptance date and full agreement with this document and its Annexes.
19.4.The Reseller expressly waives any requirement for physical or handwritten formalisation, accepting the full legal validity of electronic acceptance performed via its SWPANEL credentials.

20. Prevailing Language

20.1.This Agreement and all its Annexes are originally drafted in the Spanish language, which shall be the sole authentic and legally binding text.
20.2.In the event of divergence, translation or interpretative conflict between versions in different languages, the Spanish version shall prevail.
20.3.Translations are provided solely for informational purposes and do not alter the scope or legal effects of the original text approved by DeepThink.

Annex I: Reseller Levels and Discount Tiers (DTO)

1.Purpose. This Annex regulates the levels of the Reseller Program and the discount tiers (DTO) applicable to the current RRP of SWPANEL.

2.Levels and DTO by active licences. The Reseller’s level is determined by the total number of Active Licences held by the Reseller on the Billing Cut-Off Date (defined in point 3). 2.1.Starter: < 1,000 licences --> 25% DTO
2.2.Professional: 1,000 – 5,000 licences --> 35% DTO
2.3.Advanced: 5,001 – 10,000 licences --> 40% DTO
2.4.Elite: > 10,000 licences --> 45% DTO

3.Billing Cut-Off Date. The monthly moment, configured by DeepThink, at which the count of the Reseller’s Active Licences is consolidated for the calculation of the applicable DTO for that billing cycle.

4.Specific definitions. 4.1.Active Licence. A licence reported as active/operational in SWPANEL validation systems on the Billing Cut-Off Date.
4.2.Inactive Licence. A licence generated but not installed/validated. Inactive licences do not count toward level determination.
4.3.Reseller Count. Only licences issued under the Reseller’s SWPANEL Account are counted (excluding licences billed directly by DeepThink to customers outside their account).
4.4.Consolidation. The count is taken as a “snapshot” on the Cut-Off Date; subsequent activations/deactivations will affect the next period.

5.Application of the DTO. 5.1.The DTO is applied over the current RRP published at www.swpanel.com at the time of monthly billing.
5.2.Level changes due to volume variations apply to the next invoice after the Cut-Off Date.
5.3.If a period includes activations and deactivations, the snapshot level on the Cut-Off Date shall prevail.

6.Operational examples. 6.1.A Reseller with 1,240 Active Licences on the Cut-Off Date --> Professional level (35% DTO) for that billing period.
6.2.If the following month it drops to 980 Active Licences --> returns to Starter (25% DTO) on the next invoice.
6.3.An increase from 4,990 to 5,010 Active Licences moves the Reseller to Advanced (40% DTO) on the next invoice.

7.RRP and revisions. 7.1.DeepThink may update at any time the RRPs and/or the configuration of levels and DTO; such changes shall be effective upon publication on www.swpanel.com or within the SWPANEL Account.
7.2.The DTO is always calculated on the current (not historical) RRP.

8.Limitations and rounding. 8.1.Licence fractions do not exist for level purposes (no proration of “half licences”).
8.2.In case of contradictory information, the data recorded in DeepThink’s validation and billing systems shall prevail.

9.Audit and verification. 9.1.DeepThink may audit the count of Active Licences and the application of DTO (see Clause 14 of the Agreement).
9.2.If a discrepancy in favour of the Reseller exceeding 5% is found, amounts shall be adjusted and audit costs may be charged to the Reseller.

10.Disputes over level/DTO. 10.1.Claims must be submitted in writing within 15 days from receipt of the invoice.
10.2.Processing of a dispute does not suspend payment. If applicable, DeepThink will make the appropriate credit or adjustment on the next invoice.

11.Relationship with the EULA. Nothing herein alters the EULA regime applicable to the End Customer nor DeepThink’s rights to bill directly to ensure service continuity in cases of non-payment or revocation.

12.Reservation of rights. DeepThink reserves the right to adapt, expand or reorganise levels and DTOs based on business, security or service-integrity criteria, effective upon publication.

Annex II: Confidentiality and Third-Party Processing

1.Purpose. This Annex governs the confidentiality obligations between DeepThink and the Reseller, as well as the handling of information and data that the latter may access or generate under the Agreement.

2.Confidential Information. 2.1.“Confidential Information” means any technical, commercial, operational, financial, customer, system or business information received or generated under the Agreement, whether oral, written, electronic, or in any other form.
2.2.Confidential Information includes, among others, the SWPANEL software, Documentation, Brand Materials, technical architecture, internal procedures, know-how, and customer or partner information.

3.Obligations of the Reseller. 3.1.The Reseller undertakes to maintain strict confidentiality over all Confidential Information, using it solely for the performance of this Agreement.
3.2.The Reseller shall not disclose, transfer, or communicate such information to third parties without DeepThink’s prior written consent.
3.3.The Reseller shall adopt appropriate technical and organisational measures to prevent unauthorised access, alteration, loss, or misuse of Confidential Information.
3.4.The Reseller shall ensure that its employees, collaborators or subcontractors comply with the same confidentiality obligations.
3.5.In the event of a legal or judicial disclosure requirement, the Reseller shall immediately notify DeepThink, unless prohibited by law, and limit the disclosure to what is strictly required.

4.Exclusions. Confidential Information shall not include information that: 4.1.Is or becomes public domain without breach by the Reseller.
4.2.Was lawfully known to the Reseller prior to its receipt.
4.3.Was independently developed by the Reseller without use of DeepThink’s confidential information.
4.4.Is authorised in writing by DeepThink for disclosure.

5.Duration of the confidentiality obligation. 5.1.The confidentiality obligation shall remain in force throughout the duration of the Agreement and for an additional five (5) years after its termination, regardless of cause.
5.2.DeepThink may require the return or destruction of all Confidential Information upon termination of the Agreement.

6.Processing of personal data. 6.1.When the Reseller accesses personal data belonging to DeepThink or End Customers, it shall act as processor or sub-processor, in accordance with Annexes III, IV and V.
6.2.The Reseller undertakes to process personal data only under documented instructions from DeepThink, adopting appropriate technical and organisational measures and ensuring compliance with applicable data protection laws (GDPR, CCPA, LGPD, etc.).
6.3.Subprocessing shall not be permitted without DeepThink’s prior written authorisation.

7.Ownership of information. All Confidential Information is and shall remain the exclusive property of DeepThink. Its disclosure to the Reseller shall not imply any transfer or licence of rights.

8.Return or destruction. 8.1.Upon termination of the Agreement, the Reseller shall return or destroy all Confidential Information and any copies, extracts, or media containing it, as instructed by DeepThink.
8.2.Failure to comply with this obligation entitles DeepThink to claim compensations pursuant to Annex X.

9.Measures in case of breach. 9.1.Breach of confidentiality obligations shall constitute a material breach of the Agreement.
9.2.DeepThink may immediately terminate the Agreement and claim from the Reseller the compensations or indemnifications set out in Annex X.
9.3.These obligations shall survive even if the Agreement is rescinded or revoked.

10.Incident notifications.
10.1.The Reseller shall notify DeepThink of any unauthorised access or use of Confidential Information or personal data within a maximum of 24 hours of becoming aware of it.
10.2.Such notification shall include all available information regarding the incident, corrective measures adopted, and potential risks.

11.Independence and accumulation. 11.1.Confidentiality and data protection obligations are independent from other contractual obligations and shall survive the termination of the Agreement.
11.2.The existence of contractual or security measures shall not limit DeepThink’s right to claim additional compensation for damage or harm caused by non-compliance.

12.Compensations.
12.1.Any breach of confidentiality or information leak shall automatically trigger compensation as provided in Annex X.
12.2.DeepThink may claim from the Reseller any costs, reputational damages or losses incurred, without prejudice to any civil or criminal actions that may apply.

13.Link to the EULA. This Annex is integrated with the confidentiality and privacy clauses of the SWPANEL EULA and shall be interpreted consistently therewith, the stricter regime prevailing in favour of DeepThink.

Annex III: Data Protection Policy (GDPR – European Union)

1.Purpose and scope. This Annex sets out the conditions under which the Reseller, acting as processor or sub-processor, may process personal data on behalf of DeepThink or End Customers, in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation, “GDPR”) and Spanish Law 3/2018 (LOPDGDD).

2.Roles of the parties. 2.1.DeepThink acts as the Controller in relation to data required for managing SWPANEL licences and contractual relationships.
2.2.The Reseller acts as a Processor in relation to End-Customer data when marketing, managing or providing services related to SWPANEL licences.
2.3.Where the Reseller determines the purposes and means of processing on its own, it shall be deemed the Controller for such data.

3.Processing instructions. 3.1.The Reseller undertakes to process personal data solely in accordance with DeepThink’s documented instructions and the terms of this Annex.
3.2.If the Reseller believes an instruction infringes the GDPR or applicable law, it shall promptly inform DeepThink.
3.3.The Reseller shall not use personal data for purposes other than those expressly authorised, nor for its own or third-party benefit.

4.Categories of data processed. 4.1.Identifying and contact data of End Customers.
4.2.Billing data and SWPANEL licence usage data.
4.3.Technical data necessary for installation, configuration and maintenance of SWPANEL Self-Hosted.
4.4.Connection logs, incidents and events associated with technical support.

5.Security measures. 5.1.The Reseller shall implement appropriate technical and organisational measures to ensure the confidentiality, integrity, availability and resilience of the personal data processed.
5.2.At a minimum, such measures shall include access control, encryption, secure authentication, incident logging, backups and restoration procedures.
5.3.These measures shall be equivalent to or stronger than those implemented by DeepThink in its SWPANEL SaaS infrastructure.

6.Sub-processors. 6.1.The Reseller shall not subcontract processing without DeepThink’s prior written authorisation.
6.2.Any sub-processor shall be bound by the same obligations set forth in this Annex.
6.3.The Reseller shall maintain an up-to-date register of sub-processors and make it available to DeepThink upon request.

7.Data subject rights. 7.1.The Reseller shall assist DeepThink, at its own cost, in handling data subject requests (access, rectification, erasure, objection, restriction and portability).
7.2.The Reseller shall not respond directly to requests without DeepThink’s express authorisation.
7.3.If it receives a complaint or supervisory authority request, the Reseller shall notify DeepThink immediately.

8.Personal data breach notification. 8.1.The Reseller shall notify DeepThink of any personal data breach within a maximum of 24 hours after becoming aware of it.
8.2.The notification shall include a description of the nature of the incident, affected data, likely consequences, and measures taken or proposed to remedy it.
8.3.The Reseller shall fully cooperate with DeepThink in investigations and notifications to competent authorities or data subjects.

9.Audits and verifications. 9.1.DeepThink may audit, directly or through an independent third party, the Reseller’s facilities, procedures and systems related to the processing of personal data.
9.2.The Reseller shall provide reasonable access to information and documentation necessary to verify compliance with this Annex.
9.3.Where serious deficiencies are detected, the Reseller shall remedy them within a maximum period of 15 calendar days.

10.International transfers. 10.1.The Reseller shall not carry out international data transfers outside the European Economic Area without DeepThink’s prior written authorisation.
10.2.If authorised, the Reseller shall apply appropriate safeguards (standard contractual clauses, BCRs or adequacy decisions).
10.3.Breach of this clause shall entitle DeepThink to terminate the Agreement and impose compensations pursuant to Annex X.

11.Duration and termination of processing. 11.1.Processing of personal data by the Reseller shall last for the duration of the Agreement.
11.2.Upon termination, the Reseller shall return or delete all personal data processed on behalf of DeepThink, unless retention is required by law.
11.3.Compliance with this obligation may be audited by DeepThink.

12.Liability and compensations. 12.1.The Reseller shall be liable for damages caused to DeepThink or third parties due to breach of its data-protection obligations.
12.2.Such damages shall give rise to compensations in accordance with Annex X.
12.3.DeepThink shall not be liable for acts or omissions of the Reseller vis-à-vis End Customers or supervisory authorities.

13.Integration with other annexes. 13.1.This Annex is integrated with Annexes IV and V (international privacy) and the SWPANEL EULA, with the most protective interpretation for DeepThink prevailing.
13.2.Compliance herewith is an essential condition for maintaining active Reseller status.

Annex IV: California Privacy (CCPA / CPRA)

1.Purpose and scope. This Annex sets forth the obligations of the Reseller and DeepThink under the California Consumer Privacy Act (CCPA) of 2018, as amended by the California Privacy Rights Act (CPRA) of 2020, and other equivalent U.S. state data-protection laws.

2.Scope of application. 2.1.This Annex applies to any processing of Personal Information of California residents carried out by the Reseller under this Agreement, whether directly or indirectly.
2.2.The Reseller undertakes to respect consumer rights under the CCPA/CPRA and not to use or sell such information beyond the legitimate purposes of the Agreement.

3.Roles of the parties. 3.1.DeepThink acts as a Business or Controller under the CCPA/CPRA.
3.2.The Reseller acts as a Service Provider or Contractor within the meaning of the CCPA/CPRA, and is required to process Personal Information strictly in accordance with DeepThink’s documented instructions.
3.3.The Reseller shall not use, retain, disclose or sell Personal Information for purposes other than those authorised by this Agreement.

4.Specific prohibitions. 4.1.The Reseller shall not:
4.1.1Sell or “share” Personal Information.
4.1.2Retain, use or disclose Personal Information outside the scope necessary to provide the services defined in this Agreement.
4.1.3Combine Personal Information received from DeepThink with data obtained from third parties or from its own customers, unless necessary to fulfil the Agreement and expressly permitted by DeepThink.
4.2.Any breach of this clause shall constitute a material breach and entitle DeepThink to terminate the Agreement and claim compensations pursuant to Annex X.

5.Security and technical measures. 5.1.The Reseller shall implement and maintain reasonable technical, organisational and physical measures to protect Personal Information against unauthorised access, destruction, misuse, alteration or disclosure.
5.2.Such measures shall at least meet the security standards required by the CCPA/CPRA and, where concurrently applicable, the GDPR.

6.Consumer rights. 6.1.The Reseller shall cooperate with DeepThink to ensure the exercise of consumer rights under the CCPA/CPRA, including:
6.1.1Right to know/access Personal Information collected.
6.1.2Right to delete (“Right to Delete”).
6.1.3Right to correct inaccurate information.
6.1.4Right to opt out of sale or sharing (“Opt-Out”).
6.2.The Reseller shall not respond directly to consumer requests without DeepThink’s express authorisation.
6.3.Any request received must be communicated to DeepThink within a maximum of 24 hours.

7.Subcontractors and third parties. 7.1.The Reseller shall not engage sub-processors nor transfer Personal Information to third parties without DeepThink’s prior written consent.
7.2.Any authorised subcontractor shall be subject to the same requirements and limitations as the Reseller.
7.3.The Reseller shall be jointly and severally liable for breaches by its subcontractors or agents.

8.Incident notification. 8.1.The Reseller shall notify DeepThink of any security breach or incident affecting Personal Information of California consumers within a maximum of 24 hours of becoming aware.
8.2.The notification shall include the nature of the incident, categories of data affected, and measures taken or proposed.
8.3.Failure to comply with this obligation may result in compensations being applied pursuant to Annex X.

9.Audit and compliance. 9.1.DeepThink may audit compliance with this Annex through documentary or technical review, directly or via an independent third party.
9.2.The Reseller shall retain records necessary to evidence compliance with the CCPA/CPRA for at least five (5) years after the contractual relationship ends.
9.3.Lack of cooperation or detection of material breaches shall entitle DeepThink to immediately terminate the Agreement and claim compensations.

10.Duration and termination. 10.1.The privacy obligations under this Annex shall survive for the entire term of the Agreement and for as long as the Reseller retains Personal Information subject to the CCPA/CPRA.
10.2.Upon termination of the Agreement, the Reseller shall delete or return to DeepThink all Personal Information, unless retention is legally required.
10.3.DeepThink may require written certification of destruction or return.

11.Compensations and indemnifications. 11.1.The Reseller shall be liable for damages, penalties and claims arising from breaches of this Annex or the CCPA/CPRA, including claims from consumers or authorities.
11.2.DeepThink may seek compensations under Annex X, in addition to terminating the Agreement without further liability.
11.3.DeepThink shall not owe any compensation or liability to the Reseller for termination, revocation or effects arising from regulatory privacy compliance.

12.Regulatory integration. 12.1.This Annex shall be interpreted together with Annexes III and V, the SWPANEL EULA and DeepThink’s corporate privacy policies published at www.swpanel.com.
12.2.In case of conflict, the provision most favourable to DeepThink or to privacy-law compliance shall prevail.

Annex V: Termination of the SWPanel Self-Hosted License Reseller Program

1.Purpose. This Annex governs the procedure, effects, and legal and commercial consequences arising from the voluntary termination requested by the Reseller within the SWPanel Self-Hosted License Reseller Program, managed by DeepThink Software S.L.U.

2.Termination request. 2.1.The Reseller may request to terminate participation in the Program at any time by written communication or through its SWPanel Account. 2.2.The request shall be considered effective once DeepThink confirms receipt and verifies the identity of the applicant. 2.3.From that moment, DeepThink will initiate the deactivation of the Reseller Account and review all associated active licenses.

3.Effects of termination. 3.1.Termination entails the immediate and definitive loss of all rights derived from the Reseller status, including discounts (DTO), commercial benefits, priority support, and access to the Reseller Program. 3.2.DeepThink will cease to apply any discounts or preferential conditions from the first billing cycle following the effective termination date. 3.3.The Reseller shall not be entitled to claim any economic compensation, pending commission, or indemnification for the loss of Reseller status or the reassignment of licenses.

4.Active licenses and associated clients. 4.1.All SWPanel Self-Hosted licenses active under the Reseller’s account on the effective termination date shall be billed directly by DeepThink to the Final Clients. 4.2.DeepThink may alternatively reassign such licenses to another active Reseller in the Program, ensuring the continuity of service for the Final Clients. 4.3.The Reseller expressly acknowledges that, as of the effective termination date, the ownership, management, and contractual relationship of all Final Clients with active licenses shall become the exclusive property of DeepThink Software S.L.U. 4.4.The Reseller hereby grants DeepThink full authorization and irrevocable rights to directly manage, maintain, or reassign those licenses and clients to another active Reseller, without generating any economic compensation or right of retention. 4.5.The Reseller expressly waives any economic rights, ownership, or subsequent linkage over the active licenses reassigned or billed directly by DeepThink.

5.Outstanding obligations. 5.1.The Reseller must settle all outstanding payments prior to the effective termination date. 5.2.Any outstanding balance or disputed amount may be automatically offset by DeepThink in accordance with Annex X. 5.3.Termination shall not exempt the Reseller from confidentiality, data protection, or liability obligations derived from the Agreement.

6.Revocation and re-enrollment. 6.1.Voluntary termination shall be final. Any re-enrollment will require a new application and validation by DeepThink. 6.2.DeepThink reserves the right to reject new applications from previously terminated Resellers, based on their commercial or contractual history.

7.Notice and effects. 7.1.Termination shall be deemed fully effective upon written or electronic confirmation issued by DeepThink. 7.2.From that date, the Reseller shall no longer perform new activations or manage licenses on behalf of Final Clients. 7.3.DeepThink may retain the contractual and billing information of the Reseller for the legally required period for audit, compliance, or liability purposes.

8.Integration and precedence. 8.1.This Annex complements Clauses 4, 7, and 14 of the main body of the Master Agreement. 8.2.In case of conflict, the provision granting greater protection to DeepThink and to Final Clients shall prevail. 8.3.Compliance with this Annex is a necessary condition for the proper termination of the Reseller’s contractual relationship.

Annex VI: Compliance with Other International Privacy Laws

1.Purpose. This Annex sets the international compliance framework for the Reseller and DeepThink regarding personal data protection, in line with major non-EEA regulations, including, without limitation, Brazil’s Lei Geral de Proteção de Dados (LGPD), Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), Japan’s Act on the Protection of Personal Information (APPI), and Singapore’s Personal Data Protection Act (PDPA).

2.General principles. 2.1.The Reseller shall process personal data in accordance with the principles of lawfulness, transparency, purpose limitation, data minimisation, accuracy, storage limitation, integrity and confidentiality.
2.2.Any processing of personal data must rely on a valid legal basis and informed consent where required by applicable law.
2.3.The Reseller shall enable data subjects to exercise their rights of access, rectification, erasure, portability and objection, in accordance with each national regime.

3.LGPD – Brazil. 3.1.Where the Reseller processes data of residents in Brazil, it shall comply with the LGPD and its supplementary regulations.
3.2.The Reseller shall act as a Processor (“Operador de Dados”) on behalf of DeepThink, which acts as Controller (“Controlador de Dados”).
3.3.The Reseller shall implement technical and organisational measures to ensure security and incident prevention, notifying DeepThink of any security breach within a maximum of 24 hours.
3.4.DeepThink and the Reseller shall cooperate with the Autoridade Nacional de Proteção de Dados (ANPD) in any investigation or request.
3.5.Non-compliance may give rise to compensations pursuant to Annex X.

4.PIPEDA – Canada. 4.1.With respect to data of Canadian residents, the Reseller shall comply with PIPEDA and the ten Fair Information Principles.
4.2.The Reseller shall ensure transparency in data use, informed consent, access to information and protection against unauthorised disclosures.
4.3.The Reseller shall promptly inform DeepThink of any security incident that may affect personal information.
4.4.DeepThink may require specific PIPEDA compliance audits where deemed necessary.

5.APPI – Japan. 5.1.Where processing involves personal data of residents in Japan, the Reseller shall comply with the APPI.
5.2.The Reseller shall implement internal policies governing personal data management (“Handling Rules for Personal Data”) and appoint a compliance officer.
5.3.Transfers of personal data outside Japan are prohibited without the data subject’s explicit consent or another valid legal basis.
5.4.Any breach of APPI obligations may result in compensations under Annex X and immediate revocation of Reseller status.

6.PDPA – Singapore and other Asia-Pacific territories. 6.1.Where processing involves data of residents in Singapore or other countries with PDPA-style laws, the Reseller shall ensure compliance with provisions on consent, purpose, notification and security.
6.2.The Reseller undertakes to obtain express and verifiable consent before collecting or processing personal data.
6.3.International data transfers shall meet the requirements of PDPA Chapter 19.
6.4.In case of breach, DeepThink may apply immediate corrective measures and seek compensations pursuant to Annex X.

7.Other applicable laws. 7.1.The Reseller shall also comply with data-protection rules of other jurisdictions where services are provided or where End Customers are located, including Mexico’s Federal Law on Protection of Personal Data Held by Private Parties, South Africa’s POPIA, or any analogous legislation in force.
7.2.The Reseller assumes full responsibility for identifying and applying local obligations when operating outside Spain or the EU.

8.International data transfers. 8.1.The Reseller shall not carry out international data transfers without DeepThink’s written authorisation.
8.2.Where a transfer is necessary, standard contractual clauses (SCCs) or other internationally recognised mechanisms shall be used.
8.3.Non-compliance shall entitle DeepThink to terminate the Agreement and impose compensations pursuant to Annex X.

9.Notification and cooperation. 9.1.The Reseller shall notify DeepThink of any supervisory authority request or government investigation affecting processing carried out under this Agreement.
9.2.DeepThink must be informed before providing any data or documentation to such authorities, unless otherwise required by law.
9.3.Both parties shall cooperate in good faith to ensure regulatory compliance and protection of data subjects.

10.Liability and compensations. 10.1.The Reseller shall be liable for any breach of international privacy laws affecting DeepThink or End Customers.
10.2.Any infringement or penalty imposed on DeepThink as a result of the Reseller’s actions shall be passed through to the Reseller as compensation, in accordance with Annex X.
10.3.DeepThink shall not be liable for damages, penalties or losses arising from the Reseller’s actions beyond the limits set forth in this Agreement.

11.Integration and regulatory hierarchy. 11.1.This Annex shall be interpreted together with Annexes III and IV and the SWPANEL EULA.
11.2.In case of conflict or interpretative doubt, the stricter or more protective provision for DeepThink and data subjects shall prevail.
11.3.Compliance with this Annex is an essential condition for remaining in the Reseller Program.

Annex VII: Non-Payment, Chargebacks and Claims

1.Purpose. This Annex governs the legal, economic and operational consequences arising from non-payments, chargebacks and claims made by the Reseller or by End Customers under the SWPANEL Self-Hosted Licence Reseller Agreement.

2.Payment obligation. 2.1.The Reseller shall pay on time all invoices issued by DeepThink under this Agreement, within the deadlines and by the methods set out in its SWPANEL Account or in the relevant invoice.
2.2.Total or partial non-payment of an invoice shall constitute a material breach of the Agreement, entitling DeepThink to suspend all active licences of the Reseller, pursuant to Clause 7 of the main body of the Agreement.

3.Precautionary suspension and licence blocking. 3.1.In the event of non-payment, DeepThink may temporarily suspend the licences issued by the Reseller, including those in use by End Customers.
3.2.During the suspension period, the SWPANEL software may become inoperative until payment is regularised.
3.3.DeepThink shall not be liable for any loss or damage suffered by the Reseller or its End Customers as a consequence of such suspension.

4.Billing reassignment and service continuity. 4.1.If non-payment persists for more than ten (10) calendar days, DeepThink may reassign billing of the affected licences directly to End Customers in order to ensure service continuity.
4.2.From that moment, the End Customer shall become the party responsible for paying the SWPANEL licence fee and shall be obliged to pay invoices issued directly by DeepThink or by any company of the Quad Partners group, in the name and on behalf of DeepThink.
4.3.Such billing transfer shall be performed automatically without the Reseller’s additional consent, which is expressly accepted as an essential condition of this Agreement.
4.4.Reassigned licences shall remain active without interruption, preserving service operability and the End Customer’s usage rights.
4.5.The Reseller shall not be entitled to any commission, margin or compensation in respect of transferred licences.
4.6.DeepThink or any group company shall be authorised to issue invoices, collect outstanding amounts and manage service continuity with the End Customer.
4.7.This billing transfer shall not constitute assignment of clientele nor any transfer of the Reseller’s rights; it is a procedure for protecting the service and the SWPANEL brand.

5.Late-payment interest and management costs. 5.1.DeepThink may apply default interest of 1.5% per month or the maximum permitted by law, from the due date until full payment.
5.2.DeepThink may also pass on administrative, banking, legal and collection costs arising from non-payment.
5.3.In case of returned direct debits or automatic payments, the Reseller shall bear return fees and applicable charges.

6.Compensations and waiver of indemnity. 6.1.DeepThink shall never compensate, indemnify or remunerate the Reseller for termination or revocation of reseller status, nor for any loss of revenues, customers or business expectations.
6.2.Conversely, the Reseller may be required to compensate DeepThink in the following cases:
6.2.1Breach of economic, contractual or legal obligations.
6.2.2Inappropriate, fraudulent or unfair use of the SWPANEL or DeepThink brand.
6.2.3Reputational, technical or commercial damage to the brand, End Customers or licences.
6.2.4Conduct contrary to DeepThink’s commercial or ethical policies.
6.3.The amount of compensation shall be reasonably determined by DeepThink based on the damage caused, without prejudice to additional legal actions.

7.Returns and claims. 7.1.Returns of activated licences shall not be accepted, except in case of technical error attributable to DeepThink.
7.2.Any billing-related claim must be submitted in writing within 15 calendar days of the invoice date.
7.3.Filing a claim does not suspend the payment obligation.

8.Termination for non-payment. 8.1.If non-payment continues for more than 30 calendar days from the due date, DeepThink may unilaterally and automatically terminate the Agreement.
8.2.Termination does not release the Reseller from outstanding payment obligations nor from related compensations.
8.3.DeepThink may withhold any balance, commission or credit available to apply it toward outstanding debts.

9.Guarantees and means of payment. 9.1.DeepThink may require additional guarantees, deposits or advance payments from the Reseller if a risk of non-payment is identified.
9.2.Repeated non-payment shall be grounds for permanent revocation of reseller status.

10.DeepThink liability waiver. 10.1.DeepThink shall not be liable to the Reseller or to End Customers for consequences arising from suspension or revocation of licences due to non-payment.
10.2.The Reseller shall be solely responsible to its End Customers for lack of payment, service interruption or licence cancellation.
10.3.DeepThink may bill End Customers directly and they shall be obliged to pay in order to maintain service operability, without the Reseller being able to oppose or claim any compensation.

11.Automatic set-offs. 11.1.DeepThink may automatically set off amounts owed by the Reseller against any credit or balance the Reseller may be entitled to receive.
11.2.The Reseller expressly waives the right to assert unilateral set-offs or deductions against DeepThink.

12.Audit and verification of non-payments. 12.1.DeepThink may audit at any time the billing, collections and payments associated with the Reseller’s account.
12.2.If the audit detects irregularities or hidden non-payments, DeepThink may impose compensations pursuant to Annex X and temporarily suspend the Reseller’s account.
12.3.The Reseller shall bear audit costs if a breach is confirmed.

13.Integration and precedence. 13.1.The provisions of this Annex supplement Clauses 6 and 7 of the main body of the Agreement.
13.2.In case of conflict, the interpretation most favourable to the protection of DeepThink, its economic rights, and the continuity of service to End Customers shall prevail.

Annex VIII: Brand Use, Corporate Image and Commercial Communication

1.Purpose. This Annex sets the conditions under which the Reseller may use the brand, imagery, logos, trade names, advertising materials and other distinctive elements owned by DeepThink, as well as the handling of ideas, contributions or improvements submitted by resellers.

2.Brand ownership. 2.1.SWPANEL and all its identifying elements are trademarks and intellectual and industrial property assets exclusively owned by DeepThink Software S.L.U.
2.2.This Agreement grants the Reseller no ownership, usage, registration or licence rights over DeepThink’s trademarks or distinctive signs, except for the limited authorisation set forth herein.

3.Limited authorisation of use. 3.1.DeepThink grants the Reseller a non-exclusive, non-transferable and revocable authorisation to use the SWPANEL brand for the promotion, marketing and distribution of SWPANEL Self-Hosted licences.
3.2.Use must comply with DeepThink’s published corporate identity guidelines.
3.3.The Reseller shall not use the brand in any manner that may cause confusion regarding its relationship with DeepThink.

4.Express prohibitions. 4.1.The Reseller shall not register or apply for trademarks, domains or trade names containing “SWPANEL”, “SW”, “DeepThink” or variants.
4.2.It is forbidden to alter DeepThink’s logos, slogans or materials, or to associate the brand with third-party products without authorisation.
4.3.Any breach shall entitle DeepThink to immediately revoke reseller status and to claim compensations pursuant to Annex X.

5.Brand materials and advertising. 5.1.DeepThink may provide official marketing materials.
5.2.The Reseller must use only approved versions and may be required to withdraw non-compliant content.
5.3.DeepThink may audit the Reseller’s campaigns or websites to verify compliance.

6.Commercial communication and representation. 6.1.The Reseller must present itself as an “Authorised Reseller of SWPANEL Self-Hosted licences.”
6.2.Claiming exclusive representation or strategic association with DeepThink is prohibited.
6.3.All communications must be truthful, transparent and aligned with the brand identity.

7.Assignment of ideas, contributions and improvements. 7.1.The Reseller may freely submit to DeepThink ideas, suggestions or improvements related to SWPANEL software, services, documentation or processes.
7.2.Any contribution made by the Reseller, directly or indirectly, shall be deemed provided free of charge and without expectation of monetary compensation or recognition of intellectual property rights.
7.3.The Reseller expressly acknowledges that all ideas, contributions, specifications, suggestions or improvements communicated to DeepThink shall become the exclusive intellectual property of DeepThink and the SWPANEL brand, without temporal or territorial limitation.
7.4.DeepThink may freely use, adapt, implement or incorporate such contributions into future releases without authorisation or consideration.
7.5.The Reseller expressly waives any claim, moral right, economic right or co-authorship over the ideas or improvements implemented.
7.6.This assignment includes the right to modify, distribute, license or patent derived improvements without mentioning the Reseller as the originator or contributor.
7.7.Such suggestions are understood to be provided in good faith with the aim of improving SWPANEL, its competitiveness and its alignment with market needs.

8.Liability for improper use. 8.1.The Reseller shall be liable for any damage or harm caused by improper brand use or misleading communications.
8.2.DeepThink may determine the amount of compensation pursuant to Annex X.

9.Right of withdrawal. 9.1.DeepThink may modify or withdraw the brand-use authorisation at any time.
9.2.Upon revocation, the Reseller must immediately cease its use.
9.3.DeepThink may request the removal of non-compliant digital or physical content.

10.Ownership of derivative materials. 10.1.Any material created by the Reseller that includes brand elements shall be deemed the property of DeepThink.
10.2.The Reseller assigns all exploitation, reproduction and public communication rights over such materials.

11.Integration and effects. 11.1.This Annex shall be interpreted together with Annexes VI and X.
11.2.In case of conflict, the provision affording greater protection to DeepThink and the SWPANEL brand shall prevail.

Annex IX: Audits, Oversight and Compliance Control

1.Purpose. This Annex governs DeepThink’s powers to audit, supervise and verify the Reseller’s compliance with contractual, technical, economic and ethical obligations under the SWPANEL Self-Hosted Licence Reseller Agreement.

2.Audit powers. 2.1.DeepThink may audit the Reseller at any time during the term of the Agreement and for up to five (5) years after its termination.
2.2.Audits may be conducted directly by DeepThink or by designated third-party auditors, upon prior notice with a reasonable lead time of at least five (5) business days, except in cases of urgency or suspected material breach.
2.3.Audits may cover technical, financial, commercial, support, data-protection and brand-use aspects.

3.Scope of audits. 3.1.The scope of the audit may include:
3.1.1Records of activated licences and billing.
3.1.2Procedures for installing and activating SWPANEL licences.
3.1.3Commercial communications, advertising materials and brand use.
3.1.4Compliance with privacy and confidentiality policies (Annexes II, III, IV and V).
3.1.5Support procedures and End-Customer care.
3.1.6Situations of non-payment, irregularities or operational incidents.
3.2.The Reseller shall provide reasonable access to documentation, records, systems and personnel necessary for verification.

4.Cooperation obligations. 4.1.The Reseller shall fully and diligently cooperate with DeepThink’s auditors, providing the requested information and means.
4.2.Any unjustified refusal or resistance to an audit shall be deemed a material breach of the Agreement.
4.3.The Reseller shall be accountable for the truthfulness, completeness and accuracy of information provided during audits.

5.Findings and corrective measures. 5.1.DeepThink shall inform the Reseller of the audit findings and the corrective measures to be taken.
5.2.The Reseller shall remedy identified deficiencies within a maximum of fifteen (15) calendar days from notification.
5.3.In case of non-compliance, DeepThink may suspend the Reseller’s account, revoke reseller status and apply compensations pursuant to Annex X.
5.4.Corrective measures may include financial adjustments, process changes, mandatory training or follow-up audits.

6.Audit costs. 6.1.Audits shall be borne by DeepThink, unless substantial non-compliances or under-reporting exceeding 5% of audited values are detected.
6.2.In such cases, the Reseller shall bear the full cost of the audit and any expenses arising from regularisation or sanctions.
6.3.DeepThink may pass such costs to the Reseller via invoice charge or automatic set-off against outstanding credits.

7.Automated technical audits. 7.1.DeepThink may conduct automated or continuous audits through SWPANEL systems without prior notice.
7.2.Such audits may verify active licences, validation status, API usage, version control, installation security and compliance with operational limits.
7.3.The Reseller expressly authorises these automated audits, which shall be deemed part of the normal operation of the SWPANEL ecosystem.

8.Ongoing oversight. 8.1.DeepThink may monitor the Reseller’s commercial and technical behaviour, including:
8.1.1Volume of activated licences and non-payment ratio.
8.1.2Incidents reported by End Customers.
8.1.3Brand activity on networks and advertising campaigns.
8.1.4The Reseller’s reputation and behaviour in forums, marketplaces or communities.
8.2.If DeepThink detects unfair practices, brand abuse or reputational risk, it may issue warnings, temporarily suspend the account or revoke reseller status.

9.Verification of technical support. 9.1.DeepThink may supervise the support provided by the Reseller to End Customers to ensure minimum quality and consistency with the EULA.
9.2.The Reseller shall retain support records for at least twelve (12) months and make them available to DeepThink upon request.
9.3.Repeated negligence or poor End-Customer care shall constitute a material breach of the Agreement.

10.Remote access and electronic evidence. 10.1.DeepThink may request remote access to systems or servers where SWPANEL Self-Hosted is installed, solely to verify licences and technical compliance.
10.2.The Reseller shall not obstruct or alter audit logs, records or validation systems.
10.3.DeepThink may preserve electronic evidence obtained during audits as proof in case of dispute or litigation.

11.Protection of audited information. 11.1.All information obtained during an audit shall be treated as confidential and used solely for control and compliance purposes under the Agreement.
11.2.DeepThink may retain and process such information in accordance with its privacy and security policies, without obligation to destroy it once the audit is concluded.

12.Consequences of audits. 12.1.If the audit reveals material breaches, DeepThink may:
12.1.1Revoke reseller status.
12.1.2Reassign licences to End Customers to preserve service.
12.1.3Impose compensations or financial penalties under Annex X.
12.1.4Publicise the revocation within its internal and external systems in defence of the SWPANEL brand.
12.2.A positive audit does not exempt the Reseller from future liability for subsequent breaches.

13.Integration and precedence. 13.1.This Annex shall be interpreted together with Clauses 14 and 15 of the main body of the Agreement, and with Annexes II, VI and X.
13.2.In case of conflict, the interpretation that strengthens DeepThink’s powers to control, audit and sanction breaches shall prevail.
13.3.Compliance with this Annex is an essential requirement to maintain active Reseller status within the SWPANEL Program.

Annex X: Compensations, Penalties and Indemnifications

1.Purpose. This Annex governs the compensations, penalties and indemnifications that DeepThink may claim from the Reseller in case of contractual breach, reputational harm, non-payment, improper brand use or any other action contrary to the interests of DeepThink, the SWPANEL brand or End Customers.

2.General principle. 2.1.DeepThink shall never compensate, indemnify or remunerate the Reseller for the termination, revocation or cessation of reseller status, nor for loss of revenue, profits, clientele or business expectations.
2.2.Conversely, the Reseller shall compensate DeepThink for any direct or indirect harm arising from its contractual breach, unfair conduct or improper use of this Agreement.

3.Events giving rise to compensation in favour of DeepThink.
3.1.Total or partial non-payment of invoices issued by DeepThink.
3.2.Repeated delays in payment or chargebacks.
3.3.Improper, fraudulent or unfair use of the SWPANEL or DeepThink brand, image or reputation.
3.4.False, misleading or confusing communications regarding the relationship with DeepThink.
3.5.Unauthorised assignment of licences, keys, codes or access credentials.
3.6.Reputational, technical or commercial damage caused to DeepThink or End Customers.
3.7.Breach of support rules or End-Customer care obligations.
3.8.Breach of confidentiality, privacy or data-protection obligations (Annexes II, III, IV or V).
3.9.Obstruction of audits or tampering with relevant information (Annex VIII).
3.10.Infringement of intellectual, industrial or trademark rights.
3.11.Any act or omission by the Reseller that jeopardises the security, continuity or integrity of the SWPANEL service.

4.Determination of compensation. 4.1.The amount of compensation shall be unilaterally determined by DeepThink in a reasonable and proportionate manner, based on:
4.1.1The economic or commercial loss caused.
4.1.2Direct costs of mitigation, remediation or recovery.
4.1.3Estimated reputational or brand damage.
4.1.4Legal, administrative or technical expenses arising from the breach.
4.2.Compensations shall be immediately enforceable through invoice charge, automatic set-off or written demand.

5.Types of compensations. 5.1.Direct monetary compensation: a specific amount charged to the Reseller to cover concrete losses or damages suffered by DeepThink.
5.2.Contractual penalty: an additional amount equal to 20% of the estimated economic loss to cover reputational damage or loss of commercial confidence.
5.3.Compensation for improper brand use: an amount equal to 100% of the profits gained by the Reseller as a result of unauthorised use of the SWPANEL or DeepThink brand, with a minimum of €3,000 per incident.
5.4.Compensation for repeated non-payment: an amount equal to 10% of the unpaid amount plus statutory interest and collection costs.
5.5.Compensation for technical or security damage: an amount equal to the cost of repair, mitigation or replacement of affected systems, with a minimum of €1,500 per event.

6.Default interest and legal costs. 6.1.All amounts due shall accrue default interest at 1.5% per month or the maximum permitted by law, compounding until full payment.
6.2.The Reseller shall bear all reasonable management, recovery, legal fees and court costs arising from its breach.

7.Automatic set-offs. 7.1.DeepThink may automatically deduct compensations from any credit, commission or balance owed to the Reseller.
7.2.The Reseller expressly authorises such automatic deductions and waives challenges except in the case of manifest error.
7.3.Compensations do not preclude other legal or contractual actions DeepThink may pursue.

8.Limitation of DeepThink’s liability. 8.1.DeepThink shall not be liable to the Reseller for indirect damages, loss of profits, loss of opportunity or business interruption.
8.2.DeepThink shall only be liable, if at all, for demonstrable direct damages arising from wilful misconduct or gross negligence, and its total liability shall not exceed the amount actually charged to the Reseller in the three (3) months preceding the event.
8.3.This limitation shall not affect DeepThink’s claims against the Reseller.

9.Claim procedure. 9.1.DeepThink shall notify the Reseller of the applicable compensation or penalty together with the supporting justification.
9.2.The Reseller shall have a maximum of five (5) calendar days to submit written arguments.
9.3.After such period without a valid response, the compensation shall be deemed final and enforceable.
9.4.DeepThink may collect by automatic set-off, additional invoicing or legal action.

10.Recourse against third parties. 10.1.If the breach or damage is caused by the Reseller’s subcontractors, employees or agents, DeepThink may claim compensation directly from the Reseller without prejudice to its right of recourse against such third parties.
10.2.The Reseller assumes full responsibility for the acts of its collaborators or sub-processors.

11.Compensations for multiple breaches. 11.1.Where multiple breaches occur, compensations shall accumulate and shall not be absorbed or limited.
11.2.DeepThink may impose progressive or additional penalties in cases of recidivism or wilful misconduct.

12.International enforceability. 12.1.Compensations recognised in this Annex shall be enforceable in any jurisdiction where the Reseller holds assets or operates, in accordance with international treaties for the enforcement of awards and judgments, including the 1958 New York Convention.
12.2.The Reseller acknowledges the validity and enforceability of DeepThink’s decisions adopted pursuant to this Annex.

13.Integration and precedence. 13.1.This Annex is integrated with Clauses 7, 11 and 16 of the main body of the Agreement and with Annexes II, VI, VII and VIII.
13.2.In case of conflict, the provision affording greater economic, reputational or legal protection to DeepThink shall prevail.
13.3.The application of compensations set out in this Annex does not limit or replace other legal or contractual actions available to DeepThink.

14.Brand and End-Customer protection clause. 14.1.Any action by the Reseller that directly or indirectly harms an End Customer, damages the SWPANEL brand, or affects the perception of service quality shall trigger automatic compensation.
14.2.DeepThink may claim a minimum compensation of €5,000 per incident, without prejudice to higher amounts where reputational or economic damage is greater.
14.3.This clause shall survive indefinitely after termination of the Agreement.

15.Term and effects. 15.1.The obligations and rights contained in this Annex shall remain in force after termination, resolution or revocation of the Agreement.
15.2.Repeated breaches giving rise to compensation shall entail the definitive revocation of reseller status and a ban on re-joining the SWPANEL Program.

16.Binding nature.
16.1.The Reseller acknowledges that this Annex constitutes a valid and enforceable contractual penalty clause, expressly accepted with international effect.
16.2.The compensations provided herein shall not require prior judicial intervention and may be executed directly and automatically by DeepThink.
16.3.The Reseller expressly waives any challenge to the proportionality or reasonableness of compensations determined by DeepThink under this Annex.