GENERAL TERMS AND CONDITIONS OF COLLABORATION FOR REAL ESTATE AGENCIES AND PARTNERS

Art. 1 - Scope of Application

These General Conditions govern the collaborative relationship between ILV - Information Legaltech Valute S.r.l. (hereinafter "ILV") and the Real Estate Agencies, companies, professionals, consultants, and Partners (hereinafter, jointly, the "Partners") who adhere to the services, portals, or initiatives promoted by ILV. These Conditions apply indistinctly to all brands, portals, platforms, software, marketplaces, digital services, and commercial initiatives managed directly or indirectly by ILV, both current and future, including, but not limited to:

• Italian Luxury Villas®;
• Your Luxury Home®;
• Mediterranean Prestige®;
• Bella Italia Homes®;
• Casa Prestige®;
• Any further trademarks, internet domains, platforms, applications, software, marketplaces, digital services, or business units developed, acquired, or managed by ILV over time.

Adherence to even a single service implies acceptance of these Conditions.

Art. 2 - Network Philosophy

ILV develops an integrated ecosystem dedicated to the real estate sector, oriented towards collaboration between market operators. The objective of the Network is to increase commercial opportunities through:

• Real estate marketing;
• National and international promotion;
• Digital technologies;
• Proprietary platforms;
• Lead generation systems;
• Artificial intelligence tools;
• Information services;
• Documentary services;
• Due Diligence;
• Real estate consultancy;
• Property Finding;
• Professional and LegalTech services;
• Further activities related to Real Estate.

The Parties recognize that this organizational model is dynamic and subject to constant evolution.

Art. 3 - Nature of the Collaboration

The collaboration established between ILV and the Partner is exclusively commercial and collaborative in nature. It does not constitute, nor may it be interpreted as:

• An exclusive mandate;
• An agency relationship;
• Representation;
• An association;
• A joint venture;
• A franchise;
• A de facto partnership (società di fatto);
• An employment relationship;
• A commercial concession.

Each Party maintains full entrepreneurial, organizational, fiscal, economic, and professional autonomy.

Art. 4 - Object of the Collaboration

ILV may make one or more services available, including:

• Publication of properties;
• Promotion on its own portals;
• Distribution on partner portals;
• Advertising campaigns;
• CRM systems;
• Marketing automation;
• Acquisition of inquiries;
• Qualification of clients;
• Commercial coordination;
• Organization of viewings;
• Document management;
• Property Finding;
• Real Estate Due Diligence;
• Documentary consultancy;
• AI services;
• LegalTech services;
• Market analysis;
• Post-sale services;
• Further services developed subsequently.

This list is purely exemplary.

Art. 5 - Evolution of the Operating Model

The Partner acknowledges that ILV operates in a sector characterized by continuous technological, regulatory, and commercial evolution. For this reason, ILV may, at any time:

• Modify its processes;
• Implement new procedures;
• Integrate new software;
• Use artificial intelligence systems;
• Introduce new platforms;
• Modify the functioning of the portals;
• Create new brands;
• Develop new services;
• Reorganize its operating model.

Such evolutions constitute an integral part of ILV's business activity and shall not be considered material modifications of the relationship unless otherwise communicated.

Art. 6 - Publication of Properties

The Partner guarantees to be authorized to publish the properties and their related contents. By sending the material, the Partner authorizes ILV to use it, also following technical processing, for promotional purposes. By way of example, ILV may:

• Resize photographs;
• Translate texts;
• Correct descriptions;
• Optimize content;
• Create different advertisements;
• Use AI tools;
• Adapt content to different portals;
• Prepare advertising material.

Dissemination may take place through any channel deemed appropriate.

Art. 7 - Management of Inquiries

Inquiries coming from the portals or services of the Network are initially managed by ILV. ILV may carry out activities such as:

• Preliminary contact;
• Verification of contact details;
• Qualification of the demand;
• Analysis of requirements;
• Preliminary documentary verification;
• Information assistance;
• Operational coordination;
• Commercial support.

Subsequently, ILV may involve the interested Partner in the manner deemed most appropriate for the specific case. The methods for managing inquiries constitute part of ILV's internal organization.

Art. 8 - Evolution of Client Inquiries

The Parties recognize that client needs may evolve over time. An inquiry originally referring to a specific property can transform into a broader property search or consultancy need. Should the client request additional services, ILV may establish an autonomous professional relationship with the client concerning activities different from the original inquiry. This circumstance does not, in itself, constitute a violation of these Conditions or behavior contrary to the principles of commercial fairness.

Art. 9 - Collaboration Between Partners

ILV promotes a model of collaboration among the participants adhering to the Network. Where deemed appropriate and compatible with the client's needs, ILV may involve one or more Partners in the search for the most suitable real estate solution. The choice of Partners involved remains at the organizational discretion of ILV.

Art. 10 - Organizational Autonomy of ILV

The Partner recognizes that the internal organization of the Network constitutes ILV's entrepreneurial heritage. Therefore, ILV retains full freedom to:

• Define procedures;
• Modify workflows;
• Use collaborators;
• Involve professionals;
• Engage external consultants;
• Enter into partnerships;
• Use affiliated companies;
• Create new business units;
• Integrate technologies;
• Develop new services;
• Modify commercial management methods.

Such activities do not constitute a breach of contract.

Art. 11 - Professional Services

ILV may offer, directly or through professionals and Partners, services such as:

• Property Finding;
• Real estate consultancy;
• Due Diligence;
• Technical consultancy;
• Tax consultancy;
• Notarial consultancy;
• Legal services;
• LegalTech;
• Asset analysis;
• Documentary verifications;
• Digital services;
• Further professional activities.

The client's adherence to such services constitutes an autonomous relationship.

Art. 12 - Absence of Exclusivity

Unless otherwise agreed in writing, the collaboration does not grant either Party exclusivity rights over either clients or properties. The Parties recognize that professional relationships may develop autonomously based on the needs expressed by the client and the services requested. ILV, in the performance of its activity, will operate according to principles of fairness, good faith, and collaboration, avoiding, where reasonably possible, behaviors intentionally aimed at circumventing the role of the Partner with reference to the properties submitted by the latter.

Art. 13 - Ownership of Systems and Platforms

All software, algorithms, databases, CRMs, platforms, workflows, AI systems, organizational methodologies, operational procedures, documentation, trademarks, internet domains, know-how, and tools developed or used by ILV remain the exclusive property of the Company or their respective owners. The collaboration does not imply any transfer of intellectual property rights.

Art. 14 - Data Processing

Each Party treats personal data in compliance with applicable regulations. ILV may process the information collected through its systems for purposes related to the provision of services, operational management, security, statistical analysis, platform development, and Network evolution, in compliance with current regulations.

Art. 15 - Limitation of Liability

ILV primarily performs activities of coordination, promotion, technological, and organizational support. Except in cases of willful misconduct (dolo) or gross negligence (colpa grave), ILV is not liable for the conclusion of negotiations, the accuracy of information provided by third parties, the outcome of negotiations, the availability of properties, nor for events depending on external entities or causes of force majeure.

Art. 16 - Suspension and Termination of Collaboration

ILV may suspend or interrupt the collaboration if it believes, with reasonable justification, that the Partner's behavior may cause prejudice to the Network, clients, brands, or other Partners. The right of each Party to withdraw from the collaboration via written communication remains unaffected.

Art. 17 - Updates to the Conditions

These Conditions may be modified by ILV due to regulatory, technological, organizational, or commercial needs. Updated versions will be made available through the channels used by ILV and will become effective from the date of their publication or from any date specified.

Art. 18 - General Interpretation Clause

These Conditions must be interpreted by emphasizing the collaborative nature of the Network, the entrepreneurial autonomy of the Parties, and the continuous evolution of the services developed by ILV. Every activity carried out by ILV within the scope of its services, platforms, and organizational models must be evaluated taking into account the purpose of improving the user experience, favoring the matching of demand and supply, and developing new commercial opportunities for the entire ecosystem, in compliance with the principles of fairness, good faith, and applicable law.

Art. 19 - Applicable Law and Jurisdiction

These Conditions are governed by Italian law. For any dispute relating to their interpretation, execution, or validity, the Court of the place where ILV - Information Legaltech Valute S.r.l. has its legal headquarters shall have jurisdiction, unless otherwise provided by mandatory statutory forums.