Third-party invoicing agreement (article 5 of Royal Decree 1619/2012)

1. Parties

On the one hand, Vínculo Salud Digital, S.L. (being incorporated), with tax ID (NIF) [pending: NIF] and registered office at [pending: registered office], Madrid, represented by [pending: name and position of the representative] (hereinafter “VÍNCULO”).

On the other, THE PROFESSIONAL identified in the acceptance block in section 14, a self-employed psychologist who uses the Vínculo platform.

Both parties acknowledge that they have sufficient capacity to enter into this agreement and

2. State

I. That THE PROFESSIONAL provides psychology services, mainly healthcare exempt from Value Added Tax under article 20.One.3 of Spanish Law 37/1992, to patients who engage them through, among other means, the Vínculo platform, and has accepted the Terms and conditions for professionals.

II. That THE PROFESSIONAL is required to issue an invoice for those services, including when they are exempt (article 3 of Royal Decree 1619/2012, approving the Regulation governing invoicing obligations, hereinafter the “Invoicing Regulation”).

III. That article 5 of the Invoicing Regulation allows the obligation to issue invoices to be carried out materially by a third party, provided there is a prior written agreement specifying the transactions it covers, a procedure for the party bound by the obligation to accept the invoices and a copy being sent to them, and that they remain responsible for complying with their invoicing obligations.

IV. That VÍNCULO has a computerised invoicing system that complies with Royal Decree 1007/2023 and Order HAC/1177/2024 (“Verifactu”) and can issue invoices in the name and on behalf of THE PROFESSIONAL.

V. That both parties wish VÍNCULO to issue those invoices, and therefore enter into this agreement under the following clauses.

3. Purpose and transactions

3.1. THE PROFESSIONAL authorises VÍNCULO to issue, in their name and on their behalf, the invoices for these transactions:

• a) services booked and paid for through Vínculo: individual sessions, paid first consultations, couples therapy, groups and workshops, session packs and subscription cycles, including advance payments;
• b) corrective invoices relating to the above, including those resulting from refunds;
• c) if THE PROFESSIONAL expressly turns it on in their dashboard, services they record in Vínculo’s practice tools even if paid by other means, including invoices to businesses or professionals with the applicable income tax (IRPF) withholding. [pending: confirm the functional scope of this point]

3.2. This excludes the invoices VÍNCULO issues to THE PROFESSIONAL for its own fees, which VÍNCULO issues in its own name.

3.3. The agreement applies to transactions carried out from its acceptance onwards. It does not cover earlier transactions.

3.4. This service is included in the platform fees and has no additional cost.

4. Acceptance procedure

4.1. Acceptance of the agreement. THE PROFESSIONAL accepts this agreement electronically during sign-up, before the first transaction to which it applies. VÍNCULO keeps as evidence the version accepted, the date and time, the account that accepted it and a unique identifier with its digital fingerprint (hash).

4.2. Prior acceptance through configuration. Before any invoice is issued, THE PROFESSIONAL configures in their dashboard, and is responsible for the accuracy of:

• their tax details (full name, tax ID and tax address);
• the invoice series assigned;
• the VAT category of each service (exempt, 21% or any other that applies);
• the description of each service;
• where applicable, the income tax withholding applicable to recipients who are businesses or professionals.

Invoices issued in accordance with that configuration are deemed accepted in advance. Changes to the configuration take effect for later invoices.

4.3. Review of each invoice. Each invoice is available in THE PROFESSIONAL’s dashboard from the moment it is issued. THE PROFESSIONAL has [pending: period, e.g. 15 calendar days] to state any disagreement; if they do not, the invoice is deemed accepted. Disagreement does not allow an invoice already issued and recorded to be changed or cancelled: it leads to a corrective invoice (section 6).

[pending: confirm with a lawyer — that combining prior acceptance through configuration with subsequent tacit acceptance meets the acceptance procedure requirement of article 5 of the Invoicing Regulation, given that in VERI*FACTU mode the record is sent to the AEAT at the moment of issue]

5. Content of the invoices

5.1. Requirements. Invoices will comply with article 6 (full invoice) or article 7 (simplified invoice) of the Invoicing Regulation.

5.2. Series. VÍNCULO assigns THE PROFESSIONAL a series of their own, numbered consecutively, used only for invoices issued by VÍNCULO and different from those THE PROFESSIONAL uses by other means. Corrective invoices are issued in a specific series.

5.3. Type of invoice. By default a full invoice is issued with the patient’s details. The patient’s tax ID is optional, except where the rules require it. If the patient does not provide their details and the amount does not exceed €400 (VAT included), a simplified invoice is issued.

5.4. Taxes. Exempt services include the statement “Operación exenta de IVA según el artículo 20.Uno.3º de la Ley 37/1992” (VAT-exempt transaction under article 20.One.3 of Law 37/1992). Services subject to VAT show the taxable base, the rate (21%) and the tax amount.

5.5. Neutral description. The description will be neutral and will not include diagnoses, reasons for consultation or any other clinical data; for example, “Sesión de psicoterapia individual, 50 minutos” (individual psychotherapy session, 50 minutes).

5.6. Verifactu requirements. Each invoice includes the QR code and the legend required by Order HAC/1177/2024. In the invoicing records, VÍNCULO is identified as the third-party issuer.

5.7. Date. Invoices are issued when payment is confirmed, including for advance payments (packs and subscriptions), stating the date of the transaction when it differs from the date of issue.

5.8. Delivery to the patient. VÍNCULO makes each invoice available to the patient in their personal area and lets them know by email, without including health information in the notice.

6. Correction and cancellation

6.1. Invoices once issued are not changed or deleted. Any correction is made through a corrective invoice, in accordance with article 15 of the Invoicing Regulation, which identifies the invoice corrected and the reason.

6.2. VÍNCULO automatically issues the corrective invoices corresponding to full or partial refunds (cancellations within the period, absences of the professional, withdrawals or cancellations by the platform).

6.3. THE PROFESSIONAL can ask, from their dashboard or by writing to ayuda@vinculo.app, for errors to be corrected (for example, in the recipient’s details or the VAT category). VÍNCULO will issue the correction within [pending: period] and always within the legal deadline.

6.4. VÍNCULO will only generate cancellation records in the cases allowed by the Verifactu rules, never to replace a correction.

7. Verifactu and representation

7.1. Mode. VÍNCULO generates invoicing records in VERI*FACTU mode: each invoice produces a registration record, chained to the previous one by its fingerprint, which is sent to the Spanish Tax Agency (AEAT) at the moment of issue, through the certified provider [pending: Invopop or Verifacti], acting as VÍNCULO’s sub-processor.

7.2. Representation. THE PROFESSIONAL grants VÍNCULO representation to send the AEAT the invoicing records of the invoices covered by this agreement, through social collaboration, using the model in Annex I to the Resolution of 18 December 2024 of the AEAT’s Directorate-General. This representation is signed electronically together with this agreement, and VÍNCULO keeps it available to the AEAT. [pending: confirm with a lawyer — whether VÍNCULO must sign its own social collaboration agreement with the AEAT or acts through the certified provider]

7.3. Tax responsibility. THE PROFESSIONAL remains the taxpayer and responsible for complying with their invoicing obligations. VÍNCULO’s involvement does not release them from that responsibility (article 5 of the Invoicing Regulation).

7.4. Dates. Using a Verifactu system is compulsory for self-employed professionals from 1 July 2027. Until then VÍNCULO may apply VERI*FACTU mode voluntarily from [pending: activation date].

7.5. Regional tax territories. Verifactu does not apply to those whose tax domicile is in the Basque Country or Navarre, who are governed by their regional systems (TicketBAI and equivalents). [pending: TicketBAI solution — until it is available, this agreement does not apply to professionals with their tax domicile in those territories]

7.6. System compliance. VÍNCULO guarantees that the system it uses to issue invoices complies with Royal Decree 1007/2023 and Order HAC/1177/2024 and has the producer’s statement of compliance. [pending: confirm with a lawyer — whether VÍNCULO counts as the producer of the system and must issue its own statement of compliance]

8. Obligations of the parties

8.1 VÍNCULO’s obligations

• Issue invoices in accordance with THE PROFESSIONAL’s configuration and the applicable rules.
• Not issue invoices for transactions not covered by this agreement.
• Make a copy of each invoice available to THE PROFESSIONAL from the moment it is issued.
• Send the records to the AEAT, deal with errors or rejections and inform THE PROFESSIONAL of those that affect them.
• Issue the corresponding corrective invoices.
• Keep the invoices and records and make it possible to export them (section 9).
• Guarantee the confidentiality and security of the information.
• Report without delay any incident affecting invoicing.

8.2 THE PROFESSIONAL’s obligations

• Provide true tax details and keep them up to date.
• Classify each service correctly for VAT and, where applicable, income tax purposes.
• Review the invoices regularly and report any error.
• Not issue invoices for the same transactions by other means.
• Use series outside Vínculo that differ from the one assigned in Vínculo.
• Enter the invoices in their record books and include them in their tax returns.
• Report any change of tax domicile (especially to a regional tax territory), tax regime or registration status.

9. Copies and retention

9.1. Copy. A copy of each invoice is available in THE PROFESSIONAL’s dashboard from the moment it is issued, as a PDF and in data format. Making it available in this way constitutes sending the copy referred to in article 5 of the Invoicing Regulation. THE PROFESSIONAL can also turn on an email notice.

9.2. Retention. VÍNCULO keeps the invoices and invoicing records on behalf of THE PROFESSIONAL for as long as this agreement lasts and, afterwards, for [pending: period — at least the tax limitation period in article 66 of Law 58/2003 on General Taxation]. This does not release THE PROFESSIONAL from their own retention obligation (article 19 of the Invoicing Regulation).

9.3. Access and export. THE PROFESSIONAL can download their invoices at any time. When the agreement ends, VÍNCULO will provide a complete export of their invoices and records as PDF and in a structured format.

9.4. Requests. If the AEAT asks VÍNCULO for information about the invoices, VÍNCULO will provide it and inform THE PROFESSIONAL, unless the law prevents it.

10. Liability

10.1. THE PROFESSIONAL is answerable to the AEAT for their invoicing obligations and for the accuracy of the details and configuration they provide.

10.2. VÍNCULO is liable to THE PROFESSIONAL for losses, including penalties and surcharges, caused directly by: a) invoices that do not match the configuration or the details provided; b) the system’s non-compliance with Royal Decree 1007/2023; or c) sending errors attributable to VÍNCULO or its provider. [pending: confirm with a lawyer — cap on this liability]

10.3. VÍNCULO is not liable for errors resulting from inaccurate details provided by THE PROFESSIONAL or by patients, or for the tax classification chosen by THE PROFESSIONAL.

11. Term and revocation

11.1. Term. The agreement comes into force on acceptance and has an indefinite term.

11.2. Revocation. THE PROFESSIONAL can revoke it at any time from their dashboard or in writing to hola@vinculo.app. Revocation takes effect for transactions carried out from the following day. Invoices already issued remain valid.

11.3. Effects of revocation. From revocation, THE PROFESSIONAL must issue by their own means the invoices for all their transactions, including those paid through Vínculo. VÍNCULO will provide the details of those payments.

11.4. Termination. The agreement ends automatically when THE PROFESSIONAL’s relationship with Vínculo ends. VÍNCULO may end it with 30 days’ notice, or immediately if required by law. The retention, access and export obligations survive termination.

12. Data protection

Invoices contain patients’ identifying data, for which THE PROFESSIONAL is the controller. VÍNCULO handles it as processor under the Data processing agreement, limiting it to what the invoicing rules require and without including clinical data. Sending records to the AEAT is based on a legal obligation of THE PROFESSIONAL.

13. Law and jurisdiction

This agreement is governed by Spanish law. For any dispute, the parties submit to the courts of [pending: Madrid].

14. Acceptance

THE PROFESSIONAL declares that they have read and accepted this agreement and the representation provided for in section 7.2, which they sign electronically before carrying out the transactions it covers.