Professional Services Framework Contract
Master Independent Expert Services Agreement · PTVS v1.0 Network

EXPOSICIÓN / RECITALS

I. The Company operates the Prop Trust Verified™ commercial portal and licenses the Prop Trust Verified Standard (PTVS v1.0), an open forensic verification specification (DOI 10.5281/zenodo.21719175), connecting institutional clients with a network of independent certified experts («PTCE network»).

II. The Expert declares themselves to be a qualified independent professional in their specialty, with proven experience, in possession of all licenses, certifications (including, where applicable, valid PTCE accreditation), and insurance required for the provision of the services subject of this Agreement.

III. The Company wishes to incorporate the Expert into its PTCE network, and the Expert wishes to provide services under the Prop Trust Verified™ brand and quality standards.

IV. The Company is a corporate governance and intellectual property holding entity providing forensic verification infrastructure. It is not a broker-dealer, investment advisor, investment fund, or tokenization platform, and nothing in this Agreement shall be construed as creating any such relationship.

V. Both parties agree to execute this Agreement according to the following

CLÁUSULAS / TERMS AND CONDITIONS

FIRST. OBJETO Y ALCANCE / OBJECT AND SCOPE

1.1. This Agreement establishes the framework terms governing the relationship between the Company and the Expert for the provision of professional expertise, verification, valuation, and/or expert testimony services (the «Services») in any of the following disciplines, according to the qualification declared by the Expert:

• Real Estate & Construction
• Maritime & Naval (Prop Trust Marine™ vertical)
• Digital Forensics & IT
• Financial & Business Valuation
• Environmental Assessment
• Insurance & Casualty Claims
• Industrial & Machinery
• Transport & Logistics
• Art & Antiquities
• Agricultural & Crop Damage
• Medical & Healthcare
• Energy & Utilities
• Intellectual Property
• Any other technical discipline declared by the Expert and accepted in writing by the Company.

1.2. The specific provision of each service shall be formalized through a Work Order (integrated format at the end of this Agreement) signed by both parties, forming an integral part of this Agreement and specifying scope, timeline, compensation, and special conditions of each engagement.

1.3. The Expert shall issue expert reports under their own name, signature, and professional registration number, assuming exclusive technical responsibility for their content. The Company acts as management platform, quality control, and end-client billing entity.

1.4. PTVS v1.0 methodology. Where an engagement falls within the scope of the PTVS v1.0 standard, the Expert shall apply the methodology published at forensics-oracle.org/standard/, including: eIDAS 2.0 Qualified Electronic Signature of reports, RFC 3161 qualified timestamping, SHA-256 canonical hashing, and delivery in ISO 19005 PDF/A archival format.

SECOND. NATURALEZA DE LA RELACIÓN / NATURE OF RELATIONSHIP

2.1. The Expert provides the Services as an independent contractor, not as an employee, agent, partner, or joint venturer of the Company. Nothing in this Agreement shall be construed as creating an employment, partnership, or agency relationship.

2.2. The Expert organizes their activity with full autonomy, assumes the risk and venture of their own professional activity, and is solely responsible for their tax, labor, and social security obligations in the applicable jurisdictions.

2.3. The Expert has no power of representation to bind the Company against third parties, or to sign contracts, commitments, or declarations on behalf of the Company without express written authorization.

2.4. This Agreement is non-exclusive. The Expert may provide similar services to other clients, provided such activities do not conflict with the confidentiality, non-circumvention, and quality obligations assumed herein.

THIRD. SISTEMA DE ÓRDENES DE TRABAJO / WORK ORDER SYSTEM

3.1. Each engagement shall be initiated by the issuance of a Work Order, containing at minimum: unique project reference; client identification (subject to confidentiality); detailed scope of work; applicable technical specialty; timeline and milestones; asset or project location; fees and calculation method; and special requirements (language, apostille, urgency).

3.2. The Expert shall have 48 working hours to accept or reject each Work Order. Absence of response within that period shall be deemed a rejection.

3.3. The Expert may freely reject any Work Order for legitimate reasons (conflict of interest, workload, lack of specific specialization, geographical limitations) without penalty.

3.4. Any material modification of the scope, timeline, or compensation of an accepted Work Order shall require the execution of an Amendment Work Order signed by both parties.

FOURTH. ESTÁNDARES DE CALIDAD / QUALITY STANDARDS AND METHODOLOGY

4.1. The Expert shall provide the Services according to the highest internationally recognized professional standards in their discipline, including: applicable ISO standards relevant to their specialty; the standards of their professional body or association; applicable international guidelines (IVS for valuations, RICS Red Book, etc.); and the legislation applicable in the jurisdiction where the service is rendered.

4.2. Every expert report shall contain, at minimum: cover page identifying the Expert, project reference, and Prop Trust Verified™ seal; table of contents; executive summary (max. 2 pages); background and scope of engagement; methodology and standards applied; detailed technical analysis with evidence; substantiated conclusions; opinions and recommendations (where applicable); and documentary annexes (photographs, plans, evidence, Expert’s CV, certificate of independence).

4.3. Photographic and documentary evidence: Every photograph shall include a descriptive caption, date, time, and, where applicable, GPS coordinates. Images may not be edited in a manner that alters their context. Original metadata shall be preserved.

4.4. Delivery format: Reports shall be delivered in PDF/A (archival quality), with nomenclature PTV-[PROJECT]-[EXPERT]-[DATE].pdf, maximum size 50 MB.

4.5. Quality review process: Every report shall undergo review by the Company prior to delivery to the end client: (a) Expert self-review against internal checklist; (b) technical review by the Global Technical Director or designated reviewer assessing technical accuracy, internal consistency, sufficiency of evidence, and formal quality (5-10 working days depending on complexity); (c) where the report does not meet standards, the Company may request corrections, which the Expert shall perform at no additional cost when resulting from non-compliance with Work Order specifications; (d) no report shall be delivered to the client without formal approval and sealing by the Company.

FIFTH. CÓDIGO DE CONDUCTA / PROFESSIONAL CODE OF CONDUCT

5.1. Fundamental principles. The Expert shall observe at all times: Integrity (highest ethical standards); Independence (total independence from all parties involved); Objectivity (opinions based exclusively on objective analysis of facts and evidence); Competence (accepting only engagements within demonstrated qualification); Truthfulness (no false or misleading statements in any report, testimony, or communication); Diligence (meeting agreed deadlines and proactively communicating any incident).

5.2. Conflict of interest. The Expert shall immediately declare to the Company any actual, potential, or apparent conflict of interest, including personal or financial relationships with the parties, prior involvement in the matter, financial interest in the outcome, or any other circumstance that could reasonably affect impartiality. The Expert shall in no case accept fees contingent on the outcome of the case.

5.3. Continuing education. The Expert shall maintain and improve professional competence through at least 20 hours per year of continuing education relevant to their specialty.

5.4. Duty to report. The Expert shall immediately communicate to the Company any attempt at undue influence, offer of advantages, pressure, or threat received in connection with an engagement.

SIXTH. COMPENSACIÓN Y PAGO / COMPENSATION AND PAYMENT

6.1. Compensation for each engagement shall be set in the corresponding Work Order and may take the form of: fixed fee per project; hourly rate with maximum cap; or a combination thereof for additional work.

6.2. Fee distribution. Unless otherwise agreed in the Work Order, the distribution shall be 85% to the Expert / 15% to the Company (network fee covering platform maintenance, client acquisition, quality control, legal support, and brand use), consistent with the published PTCE economics at proptrustverified.com/pricing. Standard Stripe Connect transaction fees apply separately.

6.3. Invoicing. The Expert shall invoice the Company upon client acceptance of the final report, indicating: project reference, description of services, amount, and tax identification and banking details.

6.4. Payment term. The Company shall pay accepted invoices within 48 hours via Stripe Connect split payment. Where split payment is unavailable for the Expert’s jurisdiction, payment shall be made by bank transfer within a maximum of 30 days from receipt of a valid invoice.

6.5. Currency. Payments shall be made in USD, EUR, or the currency specified in the Work Order. Conversion costs shall be borne by the Expert.

6.6. Reimbursable expenses. Travel, accommodation, per diem, and other expenses necessary for execution of the engagement must be pre-approved in writing by the Company and shall be reimbursed against valid receipts, in addition to professional fees.

6.7. Taxes. The Expert is solely responsible for declaring and paying all applicable taxes on amounts received. The Company shall not apply withholdings except where legally required, in which case it shall issue the corresponding certificate.

SEVENTH. PROPIEDAD INTELECTUAL / INTELLECTUAL PROPERTY

7.1. Reports and deliverables produced by the Expert in execution of this Agreement shall be considered work made for hire, with economic exploitation rights belonging to the Company, without prejudice to the moral rights recognized to the Expert by applicable law.

7.2. The Expert shall be credited as author of the technical content of the reports, and their name shall appear therein as signing expert.

7.3. The Expert retains ownership of their pre-existing methodologies, tools, and know-how, granting the Company a non-exclusive, royalty-free license for their use to the extent strictly necessary for execution of the Services.

7.4. All trademarks, trade names, logos, and brand elements of Prop Trust Verified™, Prop Trust Marine™, PTVS™, and Aurema Group are the exclusive property of Aurema Group L.L.C. (Delaware, USA). The Expert undertakes not to register or seek registration of identical or confusingly similar distinctive signs.

EIGHTH. CONFIDENCIALIDAD / CONFIDENTIALITY

8.1. The Expert shall maintain strict confidentiality regarding all non-public information known in connection with this Agreement, including client identities, project data, financial information, Company methodologies, commercial strategies, and any information marked confidential or that by its nature should be considered as such.

8.2. This obligation comprises: not disclosing information to third parties without written authorization; using information solely for execution of the Services; applying at least the same level of protection as to their own confidential information; and immediately communicating any unauthorized disclosure or suspected breach.

8.3. The confidentiality obligation shall survive for 5 years after termination of this Agreement.

8.4. Excepted are information in the public domain, information already known by the Expert, independently developed information, or information whose disclosure is legally required (with prior notice to the Company to permit seeking protective measures).

NINTH. PROTECCIÓN DE DATOS / DATA PROTECTION (GDPR)

9.1. To the extent the Services involve processing of personal data, each party shall comply with Regulation (EU) 2016/679 (GDPR), the CCPA, and applicable data protection laws.

9.2. The Expert shall process personal data only on documented instructions from the Company, implement appropriate technical and organizational security measures, not engage subprocessors without prior written authorization, and notify the Company of any personal data breach without undue delay and in any event within 72 hours.

9.3. International transfers of personal data shall only occur under appropriate safeguards (Standard Contractual Clauses or adequacy decisions).

TENTH. NO SOLICITACIÓN Y NO ELUSIÓN / NON-SOLICITATION AND NON-CIRCUMVENTION

10.1. During the term of this Agreement and for 24 months thereafter, the Expert undertakes not to: directly solicit, contact, or acquire clients of the Company to whom they have provided services or whose information they have accessed; offer similar services to Company clients outside the platform; circumvent the Company to establish direct commercial relationships with clients introduced by it; or solicit, recruit, or hire employees, contractors, or other experts of the Company (12 months after termination).

10.2. Breach of this clause shall entitle the Company to claim a penalty of USD 50,000, without prejudice to claims for additional damages and applicable injunctive relief.

ELEVENTH. SEGURO Y RESPONSABILIDAD / INSURANCE AND LIABILITY

11.1. The Expert represents and warrants that they maintain in force, at their sole expense: professional indemnity insurance (errors and omissions) with minimum coverage of EUR/USD 300,000 per claim; and general liability insurance adequate to their activity. The Expert shall provide a valid certificate of coverage upon execution and renew it annually.

11.2. Indemnification by the Expert. The Expert shall hold the Company, its managers, employees, and agents harmless from any claim, damage, liability, or expense (including reasonable attorneys’ fees) arising from: breach of representations, warranties, or obligations; negligence, willful misconduct, or malpractice; infringement of third-party IP rights; or violation of legal norms or professional standards.

11.3. Limitation of liability. Except in cases of willful misconduct, gross negligence, or breach of confidentiality or non-circumvention, neither party shall be liable for indirect, consequential, or punitive damages. Each party’s aggregate liability shall not exceed the total fees received or payable in the 12 months preceding the claim.

TWELFTH. VIGENCIA Y RESOLUCIÓN / TERM AND TERMINATION

12.1. This Agreement enters into force on the date of signature and shall remain in force indefinitely, terminable by either party upon 30 days’ written notice.

12.2. Either party may terminate immediately upon: material breach not cured within 15 days of notice; insolvency or cessation of activity of the other party; fraudulent conduct or gross negligence; loss of license, registration, or insurance required for the Services; or criminal conviction relevant to the professional activity.

12.3. Effects of termination: Work Orders in progress shall be completed or transferred as agreed; the Expert shall be compensated for Services effectively rendered and accepted; the Expert shall return or destroy all confidential information; and clauses on IP, confidentiality, non-circumvention, indemnification, and governing law shall survive.

THIRTEENTH. RESOLUCIÓN DE DISPUTAS / DISPUTE RESOLUTION

13.1. Governing law. This Agreement shall be governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules.

13.2. Good faith negotiation. The parties shall attempt to resolve any dispute through good faith negotiation between representatives with decision-making authority.

13.3. Arbitration. If negotiation fails within 30 days, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its International Arbitration Rules: single arbitrator experienced in international commercial disputes; seat Wilmington, Delaware, USA; language English; award final and binding, enforceable before any competent court.

13.4. Injunctive relief. Nothing prevents either party from seeking injunctive or conservatory measures before competent courts, particularly for protection of confidential information or enforcement of confidentiality and non-circumvention clauses.

13.5. Legal fees. The prevailing party in any arbitration or proceeding shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party.

FOURTEENTH. DISPOSICIONES GENERALES / GENERAL PROVISIONS

14.1. Entire agreement. This Agreement, including executed Work Orders, constitutes the complete agreement between the parties and supersedes all prior negotiations or agreements.

14.2. Amendments. Any amendment must be in writing and signed by both parties.

14.3. Assignment. The Expert may not assign rights or obligations without written consent of the Company. The Company may assign the Agreement to any entity of its group.

14.4. Severability. Nullity or ineffectiveness of any clause shall not affect the validity of the remainder.

14.5. Force majeure. Neither party shall be liable for failures due to causes beyond its reasonable control.

14.6. Notices. All notices shall be in writing, by certified mail, international courier, or email with acknowledgment of receipt, to the addresses indicated in the heading.

14.7. Language. This Agreement is executed in Spanish and English. In case of discrepancy, the English version shall prevail.

14.8. Counterparts and electronic signature. This Agreement may be executed in counterparts, each deemed an original. Qualified electronic signatures (eIDAS 2.0 QES) shall be valid to all effects.