URBIX Incentive Program Conditions
URBIX Capital Multiplier
1. Purpose, scope of application and principle of non-discrimination
This document regulates the URBIX Investment Tranche Incentive Program (hereinafter, the "Program or URBIX Capital Multiplier"), the purpose of which is to establish the specific conditions applicable to the bonuses that URBIX PSFP, S.L. (hereinafter, "URBIX"), an entity authorized and supervised as a provider of participative financing services by the National Securities Market Commission (CNMV), may pay to investors registered in its participative financing platform, based exclusively on the amount effectively invested by each of them in individual projects published in said platform.
The Program will be applicable to all those investors who have correctly completed the registration process on the URBIX platform, who maintain an operating account with the collaborating payment entity and who comply, at all times, with the requirements set forth in the General Conditions of Participatory Financing Services of URBIX PSFP, S.L. (hereinafter, the "General Conditions"), without prejudice to the exclusions provided in the following clauses and the limitations arising from the Spanish and European regulations applicable to participatory financing, investor protection and prevention of money laundering.
URBIX expressly declares that the application of the Program will be carried out under a principle of non-discrimination, so that no differences of treatment will be established between investors based on their total assets, seniority on the platform, nationality, residenceor any other personal circumstances unrelated to the objective criteria of the Program. Only differences in economic treatment derived from the fact that each investment belongs to one or another amount tranche will be recognized, in accordance with the provisions of clause 3 and within the margins permitted by the applicable regulations and by the CNMV.
1.1 Program Exclusions
Are expressly excluded from the possibility of benefiting from the Program, and therefore may not receive the bonuses regulated therein, individuals or legal entities that are in any of the following cases. Firstly, the partners of URBIX PSFP, S.L., as well as the partners of any entities that are considered related or linked to URBIX for commercial, corporate or control purposes. Secondly, the members of the administrative bodies, directors, managers and, in general, those who hold management or representation positions in URBIX PSFP, S.L. or in entities related or linked to it.
Also excluded are employees of URBIX PSFP, S.L. and related or related entities, regardless of the type of contract applicable to them (including, but not limited to, permanent contracts, temporary, interim, internship or training), as well as people who are on probation or developing internships in these entities. Likewise, suppliers of URBIX PSFP, S.L. and related or linked entities that maintain current contracts with them for the provision of services, supply or collaboration, while such contracts are in force, will be considered excluded.
Also excluded are the relatives, in the first and second degree of consanguinity or affinity, of any of the persons mentioned in the preceding paragraphs. For these purposes, it shall be understood to include, in any case, the spouse or equivalent partner in accordance with the applicable Spanish regulations, the ascendants, descendants and siblings of such persons, as well as the spouse or partner of the siblings.
The exclusion will operate even in those cases in which the affected person does not hold a direct economic participation in the capital of URBIX nor maintain a contractual relationship in force, and will be extended to any situation in which there is, in the reasoned opinion of URBIX and with respect to the principles of management of conflicts of interest supervised by the CNMV, an indirect, historical, residual or other type of relationship that may generate a potential conflict of interest. potential conflict of interest or compromise the principles of independence, transparency and equitable treatment among investors.
1.2 Program Exclusions
In those cases in which there is reasonable doubt as to whether a person is involved in any of the causes for exclusion referred to in the previous clause, or when the existence of a possible conflict of interest that could affect the implementation of the Program arises, URBIX will proceed to analyze the specific situation in accordance with the provisions of its Conflict of Interest Policy, developed and implemented within the framework of Spanish and European regulations on participatory financing and under the supervision of the CNMV, which is an integral part of the contractual documentation governing the relationship with investors.
Any investor, or potential investor, who suspects or considers that he/she could be, directly or indirectly, in any of the described assumptions, will be obliged to inform URBIX before making any investment to which the Program could be applicable. URBIX will evaluate the information provided and may require the investor to provide additional documentation or clarifications that it deems necessary to determine the appropriateness or inappropriateness of the application of the bonuses, and may deny their application when, in its opinion, there is a risk of conflict of interest contrary to the criteria of the CNMV or the applicable regulations.
In the event that the existence of an actual or potential conflict of interest is detected, or if it is verified that the person falls within any of the exclusion cases, URBIX shall be entitled to deny the application of the Program with respect to the affected investments, without prejudice to the investor being able to continue participating in the platform's projects under the ordinary terms set forth in the General Conditions, provided that there is no other legal or regulatory cause that prevents it.
2. Prevalence of General Conditions
This Program is part of the set of documents that make up the contractual relationship between URBIX and the investor, in the context of the provision of participative financing services regulated by Spanish and European regulations under the supervision of the CNMV, and is complementary in nature to the General Conditions.
Consequently, the Program must always be interpreted systematically and consistently with the provisions of the General Conditions and the applicable Spanish regulations (including, where applicable, the Regulation (EU) on European providers of participative financing services for companies and its implementing regulations). In the event of discrepancy, contradiction or overlap between the provisions of this Program and the contents of the General Conditions, the provisions of the General Conditions shall prevail in all cases, and the Program shall be subordinate to them.
3. Investment structure and incentive tranches
The Program is based on a structure of investment tranches, by virtue of which each level of amount invested in a specific project is associated with a certain bonus percentage in favor of the investor. These tranches, as well as the bonus percentages corresponding to each one of them, will be defined and published by URBIX in the commercial and informative documentation of the platform and in the file of each project, and may be updated by URBIX according to its internal policy, market conditions and possible recommendations or criteria of the regulatory entities.
The application of the tranches is carried out on a strictly project-by-project basis, so that the volume invested in a given project is not added or accumulated to the volume invested in other projects for the purposes of calculating the applicable tranche. This implies that the same investor may receive, for different projects, bonuses framed in different tranches, depending on the amount that he/she has decided to allocate individually to each of them, without this implying any discriminatory treatment whatsoever.
Any modification that URBIX may introduce in the future in the investment tranches or in the bonus percentages will not be retroactive, so that it will not affect the investments already formalized or the bonuses already accrued under the conditions in force at the time of the investment, without prejudice to the adjustments that, if applicable, may be required by regulatory changes or by requirements of the CNMV.
4. Calculation of the incentive and time of vesting
In each specific project, the investor will be included in one of the investment tranches foreseen in the Program, based exclusively on the amount allocated to such project, without the investments made previously or that could be made subsequently in other projects being relevant for these purposes. In this way, the corresponding bonus will be determined individually for each project, guaranteeing the independence of the incentives generated in each one of them.
By way of illustration only, an investor participating with EUR 30,000 in a given project could be placed, where appropriate, in a tranche entitling him to a bonus of 0.5%, while the same investor, by allocating EUR 150,000 to a different project, could be placed in a tranche entitling him to a bonus of 1.5%. In both cases, the bonuses derived from each project are considered to be fully independent of each other and are not affected by the evolution of investments in other projects.
The incentive will be calculated exclusively on the intermediation operations carried out by URBIX in relation to the specific project, in accordance with the criteria and conditions established by URBIX.The incentive will be calculated exclusively on the intermediation operations carried out by URBIX in relation to the specific project, in accordance with the criteria and conditions established in the General Conditions, in the specific project file or documentation and in the Spanish regulations on participative financing, without in any case being understood as affecting the commissions, fees or costs legally established or informed to the investor.
For these purposes, it shall be understood that the amount of the investment is definitively merited for the calculation of the incentive within a maximum period of three (3) business days. three (3) business days from the date on which the financing contract is signed with the real estate developer. financing contract with the real estate developer before a Notary Public in Spain, at which time, and as from the date of the signing of the financing contract with the developer before a Notary Public in SpainFrom that moment, and provided that the rest of the applicable requirements have been met, the investor will be entitled to the bonus corresponding to the tranche in which its investment is included, without prejudice to the necessary operational and regulatory compliance verifications.
The bonus regulated within the framework of the Program is in any case in the nature of a "one shot" bonus. one-shot" rebate linked to the specific investment made in the project in question. Under no circumstances may it be understood to constitute a interest raterate of interest, nor a periodic profitabilityor a recurring, continuous or guaranteed recurrent, continuous or guaranteed remuneration on the invested on the invested capital. The investor acknowledges and accepts that the incentive does not alter the intrinsic risk profile of the project or the economic conditions of the financing, which will continue to be exclusively those set forth in the contractual documentation of said project and in the General Conditions, in accordance with the regulatory framework supervised by the CNMV.
5. Availability and disposition of funds
Once the corresponding bonus has been accrued and calculated, URBIX will proceed to transfer the amount of the bonus to the virtual account that the investor has opened in the collaborating payment entity established and authorized in the European Union (currently, Lemonway), in accordance with the provisions of the General Conditions, in the Spanish and European regulations of payment services and in the guidelines of the CNMV regarding the safeguarding of funds.
From the moment the bonus is deposited in said virtual account, it shall be considered as an available balance in favor of the investor. The investor may, in accordance with the operating procedures described in the General Terms and Conditions and on the URBIX platform, request the withdrawal of the bonus, ordering a transfer to its related bank account in Spain or in the European Economic Area, or choose to keep the balance in the virtual account and use it, in whole or in part, to finance new projects published on the platform.
In the latter case, the new investment made with a charge to said balance will be subject, for all purposes, to the structure of tranches and bonuses provided for in this Program, as if it were any other investment, taking into account the amount to be allocated to the new project. The exercise of any of these options by the investor will not affect or alter the incentives already accrued previously, nor will it modify the rights and obligations assumed under the financing contracts signed with the different real estate developers, which will continue to be governed by their own terms, by the General Conditions and by the applicable Spanish legislation.
6. Tax and legal nature of the incentives
The incentives contemplated in this Program consist of gross amounts expressed as a percentage of the total amount invested by the investor in a specific project, calculated in accordance with the investment tranche applicable in each case. These amounts will be subject to the tax regime applicable in the investor's jurisdiction of tax residence and, in the case of investors resident for tax purposes in Spain, will be subject to the treatment provided for in the Spanish tax regulations in force from time to time.
The investor will be solely responsible for analyzing the tax treatment that corresponds to the bonuses received, as well as for complying with all the obligations of declaration, income and regularization imposed by the competent tax authorities. URBIX does not provide individualized tax advice nor is it responsible for the consequences that may arise from the investor's failure to comply with its tax obligations in Spain or in any other jurisdiction.
From a legal point of view, the receipt of incentives under the Program does not imply or generate in any case the existence of an employment, professional, commercial, corporate or agency relationship between URBIX and the investor, other than the relationship already regulated in the General Conditions, which is based on the provision of participatory financing services subject to the supervision of the CNMV. The status of the investor will continue to be, exclusively, that of user of the platform and party to the financing contracts with the real estate developers, under the terms detailed in each of these contracts.
7. Investment decision and risk assumption
Each investor will have access, through the URBIX platform, to the essential information relating to each project, including, among other things, the associated risks, the structure of the transaction, the guarantees (if any) and the main economic characteristics, all in accordance with the requirements of transparency and investor information established by Spanish and European regulations and by the CNMV.
The decision to invest shall correspond exclusively and sovereignly to the investor, who declares to act in a free, voluntary and informed manner, after having analyzed the content of the available documentation and assessed his/her own risk tolerance. The possible application of the Program and the receipt of a bonus under it do not alter or modify the risk regime inherent to the financing operation, which shall continue to be as described in the General Conditions, in the project file and in the rest of the associated contractual documentation. The bonus is of an ancillary nature and does not constitute, in any case, a guarantee of recovery of the capital invested or of obtaining a minimum return.
8. Validity, acceptance and modifications of the Program
The Program will enter into force on the date determined by URBIX and will remain in force until it is modified or terminated by URBIX, which may be done at any time, respecting in any case the already consolidated rights of the investors with respect to the investments made and the incentives accrued in accordance with the version of the Program in force at the time of the investment, and without prejudice to the adaptations that may be mandatory as a result of regulatory changes or CNMV criteria.
The participation of the investor in any project in which, in accordance with the tranche structure in force, one of the bonuses foreseen is applicable, will imply the investor's full acceptance of the contents of this Program, without prejudice to the prior and necessary acceptance of the General Terms and Conditions, which shall continue to be an essential requirement for operating on the platform. In the event of a conflict of interpretation between the Program and the General Conditions, the provisions of the latter shall prevail, within the framework of the applicable Spanish regulations and under the supervision of the CNMV.
9. Applicable Law and Jurisdiction
This Program, as well as any relationship, conflict or dispute that may arise from its interpretation, compliance, execution, resolution or validity, shall be governed by and construed in accordance with Spanish law, expressly excluding any conflict of law rules that may determine the application of a different law.
Without prejudice to the unwaivable rights that may correspond to investors who have the status of consumers under Spanish and European consumer and user protection legislation, URBIX and the investor agree to submit any dispute that may arise in connection with the Program, the General Conditions or the investments made through the platform, to the exclusive jurisdiction of the Courts and Tribunals of the city of Barcelona (Spain), expressly waiving any other jurisdiction that may correspond to them.