General Conditions of Contract

Nature of the Service: PLAN-IT undertakes to provide its coordination, advisory and technical-administrative monitoring services with due professional diligence, in accordance with the "good family man" (buen padre de familia) standard set out in the Paraguayan Civil Code.

Advisory Scope: PLAN-IT's role is exclusively advisory and coordinating in nature. All final technical, contractual, financial and design decisions belong solely and exclusively to the Client (Comitente).

Absence of Technical Direction / Legal Supervision: PLAN-IT does not act as a licensed architect, structural engineer, works engineer or legal technical director in the Republic of Paraguay. Performance of the services is expressly conditioned upon the works having, at all times, an Architect or Engineer duly registered and licensed before the competent Paraguayan authorities. The project Architect and the Main Contractor (Builder) shall be contractually liable to the Client (preferably under a Design-Build or Turnkey arrangement), with PLAN-IT assuming no joint or subsidiary civil liability for design, calculation or physical construction failures.

Phased Structure: The service is structured in independent sequential phases:

• Phase 1 (Base Risk Analysis): Preliminary assessment based solely on PDF presentations and a preliminary review of the specifications and conditions. Its purpose is to provide the Client with a diagnosis of apparent risks (e.g. groundwater infiltration, condensation and vapor barriers, ambiguities in specifications, scope of contractual warranties and delimitation of contractor responsibilities). It does not include review of AutoCAD drawings, BIM modeling or 3D structural calculations.
• Phase 2 (Detailed Analysis and Optimization): Exhaustive analysis of the final technical specifications, comparative evaluation of materials, alternative construction methods and cost/schedule optimization proposals.
• Phase 3 (Interaction and Alignment with Architecture): Preparation and technical reconciliation of modification proposals with the designated designer or, at the Client's discretion, technical interaction with alternative designers.
• Phase 4 (Tendering and Bid Comparison): Request, receipt and preparation of comparative tables of contractor and supplier bids.
• Phase 5 (Onboarding and Integration into Obra-X): Digitalization, structuring and loading of the final conditions and specifications into the Obra-X management platform.
• Phase 6 (Operational Coordination and Works Monitoring): Progress supervision, schedule control, periodic visual quality inspection and operational coordination of suppliers and contractors.

Formal Approval (Go / No-Go): Approval of each phase is the exclusive prerogative of the Client. Such approval shall be channeled by email for Phases 1 to 4. From the start of Phase 5 onward, authorizations and approvals shall be made exclusively through the Obra-X digital platform, with email serving only as a backup in the event of demonstrable technical contingencies of the platform. The use of instant messaging applications (e.g. WhatsApp) for binding contractual approvals is excluded. In the event of silence or failure to respond by the Client to an approval request or essential requirement, PLAN-IT's deadlines shall be automatically suspended. If, after two (2) written notices sent at a minimum interval of five (5) business days, the lack of response persists, PLAN-IT shall be entitled to terminate the contract by operation of law, with no obligation to pay any indemnity. PLAN-IT reserves the right to unilaterally refuse to start a subsequent phase upon ten (10) business days' justified prior notice.

Deliverables: Each phase shall be deemed fulfilled upon delivery of the respective digital technical report, comparative table or system upload, incorporating, where applicable, the third-party offers and quotations obtained.

Response Time: The parties shall respond to requests and information exchanges within three (3) business days of receipt, except for delays attributable to third parties.

Provision of Funds: The Client undertakes to make available and disburse in a timely manner the financial resources necessary to contract insurance, perimeter security measures, safeguarding of stored materials and physical preservation of the executed works.

Site Access: The Client shall guarantee PLAN-IT unrestricted access to the construction site. Any refusal or impediment of access attributable to the Client, the designer, the builder or any employee or contractor of the Client shall entitle PLAN-IT to count the scheduled workdays as effectively rendered and billable.

Alternative Proposals: PLAN-IT may propose innovative materials or construction systems to the Client.

Separate Contracting: Should the Client decide to purchase materials, equipment or services supplied directly by PLAN-IT or related companies, such supplies shall be governed by a commercial sale or supply contract entirely independent of this coordination instrument.

Freedom of Choice: The Client retains full freedom to acquire such supplies through third parties or to request that PLAN-IT survey alternative suppliers.

Fixed Fees per Phase: Phase 1: USD 1,500. Phase 2: USD 1,500. Phase 5: USD 675.

Daily Administration Rate (Regie): For Phases 3, 4 and 6 a fixed rate of USD 300 per day applies. A workday is defined as eight (8) continuous or discontinuous hours within the same day, including travel time within the day, waiting on site, supplier visits or inspections at multiple authorized locations. Half-days are not prorated. A monthly package of two (2) virtual meetings of up to one (1) hour each is included, non-cumulative to subsequent months. Services shall be rendered Monday to Friday. Activities on Saturdays shall be avoided except in justified emergencies. No work shall be performed on Sundays or national holidays of the Republic of Paraguay.

Value Added Tax (VAT): All values, rates and percentages set out in these conditions and in particular offers are net and do not include VAT, which shall be added to each invoice in accordance with the legal rate in force in Paraguay.

Travel and Expenses: Travel within the Asunción – Luque – San Bernardino metropolitan axis is included in the rate. Trips outside that radius shall be invoiced at actual cost, subject to prior approval.

External Experts and Advisors: The fees of structural engineers, legal advisors, surveyors, geologists or independent inspectors shall be contracted and paid directly by the Client.

Professional Planning: PLAN-IT shall organize the workdays according to construction dynamics, weather conditions and supply needs.

Monthly Coordination Minimum (Phase 6): Given the nature of the works, a minimum monthly dedication of five (5) regie workdays is agreed during the execution phase.

Obra-X Reports: Each workday shall be documented via a digital report within three (3) business days of its completion on the Obra-X platform.

Payment Terms: Invoices issued by PLAN-IT shall fall due eight (8) calendar days after issuance.

Monthly Advance: For Phase 6, a monthly advance equivalent to five (5) workdays (USD 1,500 + VAT) shall be invoiced in advance, with settlement and adjustment made in the invoice of the immediately following month according to the reports uploaded to Obra-X.

Management Fee: The applicable percentage (within the range of 3% to 5%) shall be set by mutual agreement in the Service Offer accepted by the Client prior to the start of Phase 1. The calculation base corresponds to the final consolidated execution cost of the works, covering civil works, installations, finishes and all furniture, equipment or decoration in whose selection, quotation or management PLAN-IT intervenes, including approved additional works. The acquisition of the property (land) is excluded, unless PLAN-IT is contractually entrusted with its location or intermediation. The Management Fee shall accrue and be invoiced in three (3) equal installments: Installment 1 at the formal start of works on site; Installment 2 upon completion of the structure and exterior enclosures (roof and exterior walls); Installment 3 upon provisional acceptance of the works. Each installment shall be settled based on the total estimated budget in force at that date, with the corresponding adjustments applied in the second and third installments.

Right of Suspension: PLAN-IT shall have the power to immediately suspend its services and the loading of updates in Obra-X in the event of non-payment of its overdue invoices (after a three-business-day notice) or in the event of unjustified non-payment by the Client of overdue, uncontested certifications or invoices of the Builder, Designer or critical suppliers when this materially halts the works. Any delay or cost overrun generated by a legitimate suspension shall be at the sole account and risk of the Client.

Scope of Liability: PLAN-IT assumes no obligations of result regarding the final delivery deadlines of contractors nor for hidden or apparent construction defects arising from malpractice by designers or builders.

Maximum Indemnity Limit: To the maximum extent permitted by Paraguayan civil law, PLAN-IT's total accumulated liability to the Client for direct damages arising from fault in the provision of its coordination services is expressly capped and limited to the sum of the fees actually received by PLAN-IT for regie workdays during the twelve (12) months prior to the event giving rise to the damage, or failing that, to the amount received in the specific phase causing the claim.

Exclusion of the Management Fee: The Management Fee constitutes remuneration for the integral structuring and monitoring of the project and does not have the character of a bond, technical guarantee or repair fund, being expressly excluded from any basis for calculating indemnities or monetary refunds.

Indirect Damages: Neither party shall be liable for loss of profit, loss of commercial opportunity, moral damages or indirect losses.

Unilateral Termination by the Client (Without Cause): The Client may terminate the contract upon thirty (30) calendar days' written notice and require the immediate cessation of operational tasks. In such case, the Client shall pay for all services rendered and invoiced up to the notification date, the workdays corresponding to the notice period, and the portion of the Management Fee proportional to the actual physical-financial progress of the works at the cessation date, increased by ten percent (10%) of the remaining balance of that fee as compensation for reserving professional availability.

Termination by PLAN-IT: PLAN-IT may unilaterally terminate the contract upon thirty (30) calendar days' written notice, in which case it shall receive the Management Fee strictly proportional to the construction progress accredited at the expiry of the notice. If the termination is due to just cause attributable to the Client (e.g. repeated payment default, hostile treatment, lack of occupational safety conditions or continued impediment of access), PLAN-IT shall be entitled to settle the accrued fees, the proportional Management Fee and the demonstrable direct damages.

Definitive Suspension or Cancellation of the Project: In the event of definitive halting of the works for reasons not attributable to PLAN-IT (e.g. the Client's investment decision or revocation of municipal licenses), the Management Fee shall be settled proportionally to the stage reached at the date the stoppage is formalized.

Confidentiality: All technical and financial information, drawings, budgets and supplier contracts shared between the parties shall be strictly confidential.

Intellectual Property: The reports, comparative matrices and management methodologies generated by PLAN-IT are its intellectual property. The Client acquires a non-exclusive license of use limited to the construction of the property that is the subject of the proposal.

Neither party shall be liable for delays or breaches arising from events of force majeure or fortuitous events under the Paraguayan Civil Code (including extraordinary weather phenomena that prevent curing or operation, general strikes in the transport/construction sector, widespread shortage of essential materials or restrictive governmental measures).

Communications: Formal notices shall be deemed valid when sent to the established domiciles and to the email addresses designated in the Commercial Offer.

Partial Nullity: The possible invalidity of any provision shall not invalidate the remaining agreed conditions.

Applicable Law: This contract is governed by and shall be interpreted in accordance with the laws of the Republic of Paraguay.

Dispute Resolution and Institutional Arbitration: Any controversy arising from this contract shall be definitively resolved by arbitration at law. Primary Institution: the Arbitration and Mediation Center of Paraguay (CAMP), part of the National Chamber of Commerce and Services of Paraguay (CNCSP). Subsidiary Institution: should CAMP declare itself incompetent or not be operational, the dispute shall be submitted to the Arbitration and Conciliation Center of the Paraguayan-American Chamber of Commerce (AmCham Paraguay). Seat: City of Asunción. Language of the proceedings: Spanish. Composition of the Tribunal: one (1) sole arbitrator, unless complexity justifies a three (3) member tribunal. The arbitral award shall be final, binding and not subject to appeal, constituting sufficient enforceable title.