1. ACCEPTANCE OF THESE TERMS These Terms of Use govern your access to and use of WatchProject B2B (the "Service"), operated by Penta Lucent S.L. ("WatchProject B2B", "we", "us"), a company registered in Spain with Tax ID (CIF) B88788252 and registered address at Calle Nicaragua, 85, Local 3, Despacho B, 08029 Barcelona, Spain. By creating an account or otherwise using the Service, you agree to these Terms. If you do not agree, do not use the Service. These Terms should be read together with our Privacy Policy, Legal Notice and Marketplace, Moderation and Visibility Rules, which form part of your agreement with us. 2. ELIGIBILITY AND YOUR ACCOUNT You must be at least 18 years old and have the legal capacity to enter into a binding contract to use the Service. When you register, you agree to provide accurate, current and complete information, to keep it up to date, and to keep your login credentials confidential. You are responsible for all activity that occurs under your account. Notify us immediately at info@watchproject-b2b.com if you suspect unauthorised use of your account. Certain features are limited to accounts we have verified as professional merchants ("Verified Merchants"). We decide, at our reasonable discretion and based on the information and documentation you provide, whether to grant, refuse or withdraw Verified Merchant status, and we may request additional evidence at any time. 3. DESCRIPTION OF THE SERVICE WatchProject B2B is a marketplace and communication platform that allows users to publish listings for watches, browse listings published by others, and exchange messages and offers. WatchProject B2B is not a party to any transaction between users: we do not sell, buy, own, authenticate, inspect, appraise, insure, ship, escrow funds for, or take title to any watch listed on the Service, and we do not process payment on behalf of users. Any agreement to buy or sell, together with payment, delivery, insurance, taxes, warranties and after-sales matters, is negotiated and carried out directly between the users involved, at their own risk. Use of the core Service is currently free of charge. We may introduce fees for specific features (for example, enhanced listing visibility or merchant subscriptions) in the future; any such fees will be clearly disclosed to you before you incur them and will not apply retroactively. 4. LISTINGS You must have the right to sell or otherwise offer the watch you list, and your listing must accurately describe the item, including its authenticity, condition, included accessories, and price. Listings are reviewed before becoming publicly visible and may be rejected, edited for compliance, or removed if they do not meet our Marketplace, Moderation and Visibility Rules, in particular the prohibition on counterfeit, stolen or illegally sourced items. Some listings are marked for restricted (B2B) visibility and are only shown to Verified Merchant accounts; others are public. You are responsible for selecting the correct visibility for your listing and understand that we may reclassify or remove a listing that does not meet the criteria for the visibility you selected. 5. MESSAGES, OFFERS AND DEALER MATCHING The chat feature lets you communicate with other users about listings, including sending and receiving offers. You agree to use messaging only for purposes related to genuine transactions on the Service and not to send unsolicited commercial communications, harassment, or content prohibited under our Marketplace Rules. Message content is encrypted at rest, but we may access message metadata and, where legally permitted and necessary, content, to investigate reports, enforce these Terms, prevent fraud, or comply with legal obligations. If your account is eligible, we may notify you when a listing or a "want to buy" / "want to sell" signal from another Verified Merchant matches your activity ("dealer matching"). This feature exists to facilitate contact between merchants; we do not verify, endorse or guarantee any resulting transaction. 6. PROHIBITED CONDUCT When using the Service, you must not: list, offer or attempt to sell counterfeit, stolen, smuggled or otherwise illegally sourced items; provide false, misleading or deceptive information about yourself, your business or a listing; impersonate another person or entity or create a fake profile; harass, threaten or abuse other users; attempt to circumvent our moderation, verification or visibility rules; scrape, reverse-engineer or use automated means to access the Service beyond normal, individual use; interfere with the security or normal operation of the Service; or use the Service for any unlawful purpose or in violation of applicable export, sanctions or trade laws. A fuller list of prohibited content and conduct, and how we enforce it, is set out in our Marketplace, Moderation and Visibility Rules. 7. CONTENT AND INTELLECTUAL PROPERTY You retain ownership of the content you submit (listing descriptions, photographs, messages, and similar material). By submitting content, you grant WatchProject B2B a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, adapt (for example, to generate image thumbnails or web-optimised formats), display and transmit that content solely for the purpose of operating, promoting within the Service, and improving the Service. You represent that you own or have the necessary rights to the content you submit and that it does not infringe the rights of any third party. The Service itself, including its software, design, trademarks and the WatchProject B2B name and logo, is owned by or licensed to Penta Lucent S.L. and is protected by intellectual and industrial property laws. Nothing in these Terms grants you any right to use our trademarks or branding without our prior written consent. 8. SUSPENSION AND TERMINATION You may close your account at any time from your profile settings or by contacting us. We may warn, restrict, suspend or terminate your access to the Service, or remove specific listings or messages, if we reasonably believe you have violated these Terms, our Marketplace Rules, or applicable law, if your account is associated with a materially elevated risk or fraud score, or if required to do so by law. Where practical and not contrary to a legitimate security, fraud-prevention or legal purpose, we will give you notice of the reason and, where our Marketplace Rules provide for it, an opportunity to appeal. Sections of these Terms that by their nature should survive termination (including Sections 3, 7, 9, 10 and 11) remain in effect after your account is closed. 9. DISCLAIMERS AND LIMITATION OF LIABILITY The Service is provided "as is" and "as available". To the maximum extent permitted by applicable law, we disclaim warranties of any kind, express or implied, regarding the Service, including as to its availability, accuracy, or fitness for a particular purpose. We do not warrant, and are not responsible for, the authenticity, condition, legality, quality, safety, or value of any watch listed on the Service, or the conduct, solvency or identity of any user, or the successful completion of any transaction between users. To the maximum extent permitted by applicable law, WatchProject B2B and Penta Lucent S.L. will not be liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data or goodwill, arising from or related to your use of the Service or any transaction with another user. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable Spanish or EU law, including liability for fraud, wilful misconduct, gross negligence, or death or personal injury caused by our negligence, nor does it affect any mandatory statutory rights you have as a consumer. 10. INDEMNIFICATION You agree to indemnify and hold Penta Lucent S.L. harmless from third-party claims, damages, liabilities and reasonable expenses (including legal fees) arising from your breach of these Terms, your content, or your use of the Service, to the extent permitted by applicable law. 11. DISPUTE RESOLUTION AND GOVERNING LAW These Terms are governed by Spanish law. If you are a consumer, you may bring proceedings before the courts of your habitual residence in accordance with applicable EU and Spanish consumer-protection rules; in all other cases, the parties submit to the courts of Barcelona, Spain. If you are a consumer, you may also have access to out-of-court consumer dispute resolution, such as Spain's consumer arbitration boards (Juntas Arbitrales de Consumo) or the equivalent alternative dispute resolution body in your country of residence; contact your national consumer protection authority for current options, bearing in mind that WatchProject B2B facilitates communication between users and is not itself a party to sales disputes between them. Nothing in this Section affects your right to bring a claim in relation to your rights under data protection law, which is addressed in our Privacy Policy. 12. CHANGES TO THESE TERMS We may update these Terms from time to time to reflect changes to the Service or applicable law. We will publish the updated Terms on the website and update the effective date; for material changes, we will provide reasonable advance notice where required by law. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms. 13. GENERAL If any provision of these Terms is found unenforceable, the remaining provisions remain in full force. Our failure to enforce a provision is not a waiver of our right to do so later. You may not assign your rights or obligations under these Terms without our consent; we may assign these Terms in connection with a merger, acquisition or sale of assets, subject to applicable law. These Terms, together with the documents referenced in Section 1, constitute the entire agreement between you and us regarding the Service. 14. CONTACT Questions about these Terms can be sent to Penta Lucent S.L. at info@watchproject-b2b.com or at Calle Nicaragua, 85, Local 3, Despacho B, 08029 Barcelona, Spain. Last updated: 18 July 2026.