Términos y Condiciones Terms and Conditions

These General Terms and Conditions of Services govern the provision of professional services by Ethia Compliance Limitada (hereinafter, "Ethia" or "Ethia Compliance").

Ethia is a consulting firm specializing in regulatory compliance, corporate ethics, regulatory risk management and auditing, compliance systems, and related matters.

These general terms and conditions shall form an integral part of all commercial proposals, contracts, or service agreements entered into between Ethia and its clients.

Ethia provides professional consulting and advisory services across various areas, as described in the respective service proposals, agreements, or contracts executed by the parties. Ethia's services shall exclude any scope not expressly included in the service description. The parties may at any time evaluate the separate engagement of additional or complementary services during the course of the engagement.

In the case of Ethia's special products, such as MiDPO, EthiaPulse, or others, the scope of services shall be defined by the terms communicated for each product.

The recommendations provided by Ethia constitute professional opinions based on the information available at the time of their preparation. Ethia's services are advisory in nature; therefore, it is the Client's responsibility to implement the recommendations and guidelines provided for each case.

Engagement of Ethia does not constitute legal representation of the Client before courts or other authorities, unless expressly and specifically agreed in writing.

Ethia's consulting work is based on information and background materials provided by the Client. It is therefore an essential obligation of the Client to provide accurate, complete, and timely information.

Likewise, the Client shall endeavor to appoint one or more internal contacts to facilitate communication during the engagement, and shall cooperate reasonably in providing information, documentation, or other materials required for the consulting work.

Ethia shall not be liable for delays or contingencies in the provision of services arising from inaccurate or incomplete information, or from lack of Client cooperation.

Fees shall be as specified in the service proposals, agreements, or contracts agreed upon by the parties. Payment terms shall be defined in the conditions of each particular service or in the applicable legal product, as the case may be.

Services do not include additional expenses and costs arising from the engagement, which shall be borne by the Client unless expressly agreed otherwise. Such expenses must be communicated and approved in advance by the Client, and include — without limitation — travel, accommodation, expert reports, filings, copies, and similar costs.

Invoices issued by Ethia shall be paid within 30 calendar days of issuance. Through its legal products, Ethia may offer subscription-based services, which shall be billed in advance and/or under special conditions duly communicated to the Client.

If the Client requires the issuance of a purchase order, pro-forma invoice, service sheet, or other specific billing process, it must notify Ethia in a timely manner. In any case, the Client shall have 5 calendar days to manage, review, and approve such process. If that period elapses without specific communication or a contrary agreement between the parties, the outstanding amounts shall be deemed accepted and Ethia reserves the right to invoice them.

Non-payment of fees shall entitle Ethia to suspend or terminate the services pursuant to the Clause on Term, Suspension and Termination of Services, without prejudice to Ethia's right to charge applicable interest under the law.

Ethia shall provide its services with professional independence. The provision of services does not create an employment, partnership, or subordination relationship between Ethia and the Client.

Ethia may subcontract the provision of services or engage external consultants or specialists to execute certain parts of the engagement. In such cases, administration of the engagement remains the exclusive responsibility of Ethia, which shall ensure that such collaborators are bound by equivalent confidentiality obligations.

These terms and conditions shall be binding on Ethia and the Client, who are solely responsible for the fulfillment of the rights and obligations set out for the provision of services. Accordingly, liability shall in no case extend to the partners, legal representatives, or employees of either party.

Ethia undertakes to make adequate and reasonable efforts to ensure that its services protect the Client's interests and support compliance with applicable regulations. The parties acknowledge that Ethia, in its consulting and advisory capacity, is subject to best-efforts obligations and cannot guarantee any specific outcome. The Client shall employ the necessary resources and measures to adequately achieve the agreed objectives.

Liability arising from the provision of services shall be limited to the value of the contract, plus applicable interest, adjustments, and costs associated with the service or its collection. Indirect or consequential damages shall not be recoverable. These liability limitations shall not apply to breaches of intellectual property rights, confidentiality obligations, willful misconduct, or any other scenarios expressly addressed in these Terms and Conditions.

8.1. Duration. The term of the service agreement shall be as agreed upon by the parties based on the scope of the engagement. In the absence of an express agreement, the following rules shall apply: (i) Ongoing or periodically defined advisory services: indefinite term; (ii) Specific-scope advisory services: effective until the service is fully completed; (iii) Legal products or special services: subject to the specific terms and conditions applicable to each product.

8.2. Suspension of services. In the event of non-compliance with agreed payment deadlines, Ethia reserves the right to suspend the provision of services without the need for any contractual or judicial authorization. Service suspension for this reason shall not constitute a breach by Ethia of its agreed service obligations.

8.3. Termination of services. Services may be terminated by either party via written notice by email in the following circumstances:

• Completion of the engagement: upon the expiry of the agreed term or upon completion of the assigned service, as agreed by the parties.
• Unilateral termination without cause: either party may terminate the services with at least 60 calendar days' prior written notice before the intended termination date.
• Termination for breach: either party may terminate the services immediately in the event of a material breach of obligations. The parties undertake to act in good faith and shall be subject to the Dispute Resolution Clause.

The foregoing is without prejudice to the parties' ability to agree by mutual consent on different conditions and timelines for termination.

Termination of services shall not entitle either party to any indemnification, except for payment of fees or expenses accrued through the effective termination date, plus applicable adjustments and interest. This exception does not apply in cases of termination for material breach, in which case the parties shall be governed by the Dispute Resolution Clause.

9.1. Duty of confidentiality. In connection with the services provided, the parties undertake to maintain strict confidentiality with respect to all information, documentation, materials, electronic communications, processes, methodologies, activities, or any other data accessed in connection with the provision of Ethia's services. Information shall also be deemed confidential if expressly identified as such, or if, by its nature or context, it should reasonably be understood as such.

9.2. Ownership of information. All information, materials, or background documentation provided by one party to the other in connection with the services shall remain the property of the party that made it available. Such information may not be used for purposes other than those associated with the services, nor disclosed to third parties without the prior written consent of the owning party.

9.3. Restricted use of information. The parties undertake to use confidential information solely for purposes related to the contracted services, agreeing not to reproduce, disclose, transfer, publish, or make available to third parties any such information without the prior written authorization of the owning party.

9.4. Standard of protection. Each party shall apply at least the same degree of care and diligence it uses to protect its own confidential information, and in no case a standard lower than that which a reasonably diligent company would apply to protect confidential or strategic information.

9.5. Exceptions. Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available without breach of this clause; (ii) the receiving party can demonstrate was legitimately known prior to receipt; (iii) was independently developed by the receiving party; or (iv) must be disclosed pursuant to a valid order of a competent authority, provided that, to the extent legally permissible, the other party is notified in writing in advance.

10.1. General scope. All reports, presentations, assessments, analyses, documents, templates, methodologies, techniques, databases, tools, training content, platforms, source code, diagrams, trademarks, systems, work models, know-how, and any other tangible or intangible material developed, used, or made available by Ethia are protected by intellectual property laws and applicable regulations. Unless expressly stated otherwise, such content and materials are the property of Ethia or their respective rights holders.

Engagement of Ethia's services shall not imply any assignment or transfer of intellectual property rights. Only the usage rights set forth in this clause are granted.

10.2. Service deliverables. Reports, diagnostics, recommendations, and other documents prepared specifically for the Client under the contracted services (the "Deliverables") may be used by the Client solely for internal purposes within the Client's organization. Use of such Deliverables does not imply any transfer of rights over the methodologies, tools, or know-how used by Ethia in their preparation, unless expressly agreed otherwise in writing.

10.3. Methodologies, tools, and know-how. The methodologies, frameworks, techniques, tools, templates, analytical models, evaluation criteria, procedures, management systems, best practices, and know-how used by Ethia are and shall remain Ethia's exclusive property. The Client may not reproduce, adapt, replicate, transfer, license, or exploit such methodologies or tools without Ethia's prior written authorization.

10.4. Use of digital platforms and tools. Where services involve access to or use of digital platforms, data repositories, or technology tools provided by Ethia or authorized third parties, such resources shall be used solely for the purposes associated with the contracted services. Access credentials assigned to Client users are personal and non-transferable.

10.5. Training materials. Materials used or provided in training sessions, workshops, courses, or other educational activities are the property of Ethia and are provided exclusively for the Client's internal training purposes. Such materials may not be reproduced, distributed, published, commercialized, or used for other purposes without Ethia's prior written authorization.

In connection with the provision of services, the Client authorizes Ethia to use the Client's name or logo in client identification sections on its website or in corporate presentations. The Client may revoke this authorization at any time and request that its identity be kept confidential.

The exercise of this authorization shall not in any case constitute a breach of Ethia's confidentiality and non-disclosure obligations.

Ethia shall process personal data in accordance with applicable data protection laws and its implemented personal data management system.

Further details on data processing are set out in Ethia's Privacy Policy, available at: www.ethiacompliance.com/politica-privacidad

Ethia Compliance promotes the responsible and ethical use of technology in the provision of its services, including artificial intelligence tools.

To this end, the firm maintains an AI Use Protocol defining best practices, security measures, and permitted and prohibited uses, ensuring a high standard of selectivity in the use of such tools to safeguard the firm's own information and that of its Clients, as well as to protect any fundamental rights that may be implicated.

14.1. Ethia's commitment. The firm maintains and promotes a corporate integrity system designed to ensure compliance with applicable regulations, prevent misconduct, and uphold high ethical standards in the conduct of its professional activities.

14.2. Crime Prevention Model. Ethia maintains an active crime prevention management system in accordance with applicable regulations and best practices in corporate compliance. This system includes — among other elements — internal policies, compliance controls, and monitoring mechanisms designed to mitigate risks associated with financial crimes and corruption. See our Crime Prevention Policy.

14.3. Ethics Hotline (Canal Ético). Ethia maintains an Ethics Hotline for receiving communications related to potential regulatory non-compliance, conduct contrary to professional ethics, or violations of internal policies. The channel is available on our and by email at canaletico@ethiacompliance.com.

14.4. Conflicts of Interest. Ethia shall endeavor to avoid situations that may give rise to conflicts of interest in the performance of its professional services. Should a real or potential conflict of interest be identified that could affect professional independence or the adequate provision of services, Ethia shall promptly notify the Client and propose reasonable mitigation or management measures.

Any dispute arising from Ethia's services — including matters of validity, interpretation, performance, enforcement, or termination of those services, these Terms and Conditions, or any supplementary agreements — shall be subject to the following stepped dispute resolution process.

Direct negotiation: the parties shall make at least one attempt to explore an agile and effective solution that serves their respective interests, fostering a relationship grounded in good faith and service continuity.

Mediation: if no agreement is reached through direct negotiation, the parties shall appoint by mutual agreement an independent mediator to assist in resolving the dispute.

Arbitration: if agreement remains impossible, the dispute shall be submitted to a single-instance arbitration proceeding, with no right of further appeal, before a mixed arbitrator in accordance with the current Arbitration Procedure Rules of the Santiago Arbitration and Mediation Center (CAMS). The parties expressly waive any right of appeal against the arbitrator's decisions. The arbitrator shall have authority to resolve all matters relating to their competence and/or jurisdiction.

With respect to the collection of fees and expenses arising from services provided by Ethia, Ethia reserves the right to pursue such claims before ordinary courts of law once the direct negotiation option has been exhausted.

These Terms and Conditions do not require signature by the parties and shall be deemed accepted upon the Client's written acceptance of the service proposal issued by Ethia, unless the parties expressly agree in writing on a different mechanism.

Where a written contract has been executed between the parties, its provisions shall prevail; these general terms and conditions shall apply to the extent compatible with and not contrary to such contract.

These terms and conditions shall not be deemed tacitly or presumptively amended solely because one or both parties act in a manner inconsistent with what is agreed herein.

If any provision is declared null, invalid, or unenforceable, such circumstance shall not affect the validity or effectiveness of the remaining clauses.

Any amendment, waiver, or termination of provisions of these Terms and Conditions — as well as any declaration, promise, or condition related to their subject matter — shall only be effective if made in writing and expressly agreed upon by the parties.

Tolerance, abstention, or omission by either party in the exercise of rights or powers under the law or these Terms and Conditions shall not constitute a waiver of such rights or powers, nor shall it prevent their exercise at any time.

For all purposes arising from the provision of Ethia's services, the parties designate the city and municipality of Santiago, Chile, as their legal domicile and agree that the contractual relationship shall be governed by the laws of the Republic of Chile.

For inquiries regarding these Terms and Conditions, you may contact us through the following channels:

Ethia Compliance Limitada — Santiago, Chile