General Conditions of the Participatory Financing Services.

URBIX PSFP, S.L.

1. Identification of the Participatory Financing Services Provider

URBIX PSFP, SL

TAX ID: B19877216
LEI: 959800QQRKZTN6BFSB49
E-mail: hola@urbix.es
CNMV Registration Number: 27

2. Purpose of the Service

URBIX PSFP, SL is a participatory financing platform registered and supervised by the CNMV, whose activity consists of putting in contact, through its web platform, investors interested in financing real estate projects with developers, who seek such financing through loan and/or investment projects. URBIX PSFP, SL is not an investment services company, nor a credit institution and is not a member of any investment guarantee fund or deposit guarantee fund. The participative financing projects are not subject to authorization or supervision by the National Securities Market Commission or the Bank of Spain, therefore, the information provided by the Promoters on the projects will not be reviewed by these bodies, nor, in the case of the issuance of securities, will it constitute an informative brochure approved by the CNMV.

3. Services Offered

The URBIX PSFP, SL platform offers the following services:

  1. Reception, selection and publication of real estate projects for financing.
  2. Development and establishment of communication channels between investors and developers.
  3. Management of the investment process, including the formalization of contracts between the parties involved.
  4. Financial advice to developers and investors in relation to participatory financing projects.
  5. Provision of transparent and updated information on the projects and their associated risks.
4. Access and Registration in the Platform

To become a user of URBIX PSFP, SL, both investors and promoters must register on the platform by providing the required information and accepting these General Conditions and Lemonway's terms of service. The user guarantees that all information provided during the registration process is true, accurate and complete. URBIX PSFP, SL has the power to both Developers and Investors, to suspend and revoke the access rights to the URBIX platform, temporarily or permanently. The restriction of this access will never give right to compensation, nor will it affect the ownership of any asset owned by the user.

5. Rights and Obligations of the Users
  1. Investors: They must make their investments in accordance with the limits and conditions stipulated by current legislation.
  2. Developers: The real estate developers who submit projects to URBIX, must be legal entities legally constituted in Spain or another EU member state, whose corporate purpose is "real estate development". Operations may only be submitted in loan format. They may submit for consideration of URBIX, the number of projects they deem appropriate, the maximum amount they can request is five (5) million euros for a maximum term of three (3) years.
  3. Regulatory Compliance: Both investors and developers agree to comply with all applicable laws and regulations in the use of the platform, as well as in the conduct of financial transactions.
6. Financing Process
  1. The developer presents a detailed real estate project, including aspects such as business profitability, business plan and necessary capital.
  2. Feasibility Analysis: URBIX PSFP, SL will carry out a preliminary analysis of the project, in order to determine its feasibility, based on the criteria of the developer's solvency, construction, sales and environment witnesses. If the report is favorable, the process of "due diligence" and admission of financing begins.
  3. Due Diligence Phase. In this phase the promoter must provide all the original documentation at commercial, registry or any other type that has been used in the feasibility analysis and that is part of the business plan or the guarantees provided. URBIX PSFP, SL, will carry out as many verifications as it considers necessary to verify the assumptions contemplated in the business plan and guarantees. If the report is favorable to admit the investment/financing operation, it will proceed with the drafting of the fundamental data sheet and the contracts. If the project does not meet the requirements set by URBIX, additional guarantees may be requested or the project may simply be discarded.

The decisions of URBIX PSFP, SL, regarding the approval or rejection of the operation, may not be appealed or challenged.

  1. Publication and Financing: Once approved, the project is published on the platform so that investors can finance it through the accounts and means of payment defined with the LemonWay Payment Entity. The financing is closed once 100% of the required amount has been reached and no overdemand will be admitted.
  2. Formalization of the Investment: Once the necessary capital has been raised, the investment contract is formalized between the investors and the project promoter.
  3. Disposition of the funds by the Real Estate Developer. As defined in the financing contract, the developer will receive all the funds in his LemonWay account, to be used only as provided in the financing contract and under the control and supervision of URBIX PSFP, SL.
7. Return on Investment.

The investors will receive the invested capital plus the agreed profitability according to what is specified in the investment contract, in terms that can be monthly, quarterly, half-yearly or at maturity in their virtual LemonWay account. From the URBIX PSFP, SL platform itself, the investor may keep the funds in the virtual account for use in other projects and/or request a total or partial transfer of the balance to a bank account owned by the investor, which must be previously registered and authorized by LemonWay.

8. Investor Protection

URBIX PSFP, SL is committed to act in an honest, fair and professional manner, in the best interest of its clients. To this end, it has compliance and professional ethics policies. Neither the platform or its directors or employees, accept any type of remuneration, compensation, commission, gift and/or reward for the admission of a loan and/or investment or to channel investments towards one of the published projects, for this URBIX will ensure that:

  1. All information and communication materials provided to investors are guaranteed to be clear, fair and not misleading.
  2. URBIX PSFP, SL performs a rigorous and detailed evaluation of the developers and their real estate projects, with due diligence to ensure their viability and minimize any risks. This does not mean that the investments are free of risks, but that the appropriate methodologies have been taken to: identify them, communicate them and, as far as possible, minimize them, with all operations being subject to their success.
9. Claims Management

URBIX PSFP, SL has effective and transparent procedures for the management of customer complaints, in accordance with the requirements established by the competent authorities. Complaints can be sent to hola@urbix.es.

  1. Customers will have a period of up to two years to submit their complaints or claims from the date of the transaction or six months from the date the customer became aware of it.
  2. Complaints will be dealt with promptly and fairly and the results will be communicated to the complainant within 60 days.
  3. The client shall not file any complaint or claim with the CNMV, until URBIX PSFP, SL does not respond to the complaint, within the maximum period set out in the previous point.
  4. In any case the submission of a complaint and / or claim to URBIX PSFP, SL shall not imply the waiver by the client of its right to file such complaint or claim before the CNMV or body it deems competent.
10. Conflicts of Interest

URBIX PSFP, SL has policies and procedures for managing conflicts of interest, among which are the corporate values of honesty, impartiality, confidentiality, the attitude to a case of conflict of interest, insider information, fair competition and diligence.

  1. Identification and Prevention: URBIX PSFP, SL is committed to identify, prevent and manage conflicts of interest that may arise in the development of its activities.
  2. Independence: URBIX PSFP, SL employees and managers must act independently and without external influences that may compromise the integrity of the service.
  3. On the urbix website, you will find the current version of the internal rules of conduct, which binds all: administrators, managers, employees, partners and suppliers of URBIX PSFP, SL.
11. Termination of activity

In the event that a cessation of activity is foreseen, URBIX will proceed to inform all its users (investors and promoters included) through a visible notice on the web with a minimum of sixty (60) days prior to the effective date of cessation. In the same way, a communication will be sent to the e-mail address provided by the users for communications with URBIX.

This notice will also inform that no more projects will be accepted or published on the Platform, as well as that the registration of new users has been blocked. Such communication will include a detailed description of the reasons for the termination, the steps that will be taken going forward and the impact on the Projects both funded and in the financing phase.

  1. Projects in the Financing Phase: In the event of a definitive cessation of the Platform's activity, the Platform shall communicate to the investors of Projects in Funding Phase immediately and precisely about the termination of the operation, leading to:
  2. The paralysis of investment attraction in all current Projects in the Platform.
  3. The paralyzation of the placement of the Projects in the financing phase.
  4. Return of funds to those investors who have already mobilized funds in the Projects that have not yet been fully funded.
  5. URBIX, in the context of its definitive cessation of activity, will communicate to the affected investors the transfer of existing loans to another entity duly accredited and supervised by the CNMV. This transfer shall be carried out in an efficient manner and in compliance with the original terms and conditions of the loans, preserving the rights and interests of the borrowers and investors.
  6. The funds will continue to belong to the users of the Platform and will be completely segregated from those of URBIX, in an account of an associated bank of Lemonway. In addition, they will be safeguarded in an account in the name of each user respectively, which will be enabled by the Lemonway payment entity.
  7. Those projects already financed, will continue as stipulated in their particular conditions, since the contractual relationship between investor and Promoter will remain in force despite the cessation of URBIX's activity, for this, the entity receiving the loans will assume responsibility for the management of outstanding loans, ensuring that the terms and conditions agreed with the borrowers are not altered without the prior consent of these.

In this way, the continuity of the payment obligations and the rights of the borrowers are guaranteed.

12. Legal and Regulatory Obligations

URBIX PSFP, SL complies with all applicable regulations, including Law 5/2015 on the promotion of business financing, and Regulation (EU) 2020/1503 on European providers of participatory finance services and other applicable laws and regulations.

  1. Money laundering: URBIX PSFP, SL has measures and controls in place to prevent money laundering and terrorist financing, in accordance with applicable regulations.
  2. Data Protection: URBIX PSFP, SL guarantees the protection of personal data of users in accordance with the Organic Law on Data Protection (LOPD) and the General Data Protection Regulation (RGPD).
13. Rates of the Services provided by URBIX

URBIX PSFP, SL is entitled to receive a commission for the services provided to developers and investors. The commission structure will vary according to the type of project and will be agreed previously:

  1. Success Fee: URBIX PSFP, SL will receive a commission on the financing obtained by the Promoter, once the financing target has been completed.
  2. Other service commissions.

In the URBIX website, you will always find the fees for the services.

14. Exclusion of Liability

URBIX PSFP, SL does not guarantee the success of the projects financed through the platform or the return of investment to investors. The platform acts only as an intermediary, and all investment decisions are the sole responsibility of the investors. The risks associated with crowdfunding are clearly indicated on the platform and must be understood and accepted by all users before participating in any project.

15. Indemnification

The user shall be liable for any damage, prejudice, loss and/or cost of any kind, arising from a breach of these Terms or any other regulations and/or policies of the platform. This includes holding URBIX harmless from any third party claim arising from such breaches.

16. Modification of the General Conditions

URBIX PSFP, SL reserves the right to modify these General Conditions at any time, informing registered users in advance. The modifications will come into force from the date of their publication on the platform.

Intellectual Property Rights

All content on the URBIX PSFP, SL platform including, but not limited to text, graphics, logos, icons, images and software, is the property of URBIX PSFP, SL or its content providers and is protected by intellectual property laws. Unauthorized use of the content of the platform is prohibited.

18. Language, Applicable Law and Jurisdiction

The language applicable to these Terms is Spanish. If they are provided in another language, it will be for the mere courtesy and convenience of the user. In case of discrepancy, they shall only be valid in Spanish.

These General Conditions are governed by Spanish law, and any dispute arising in connection with these conditions or the services provided by URBIX PSFP, SL will be submitted to the courts of Barcelona.

19. Contact and User Support

For any questions or queries regarding these General Conditions, users can contact URBIX PSFP, SL via email soporte@urbix.es, at the web address https://soporte.urbix.es/portal/.

URBIX PSFP, SL undertakes to provide effective support and resolve any incident in the shortest possible time.

20. Privacy Policy and Personal Data Processing

URBIX PSFP, SL is committed to the protection of privacy and the processing of personal data of its users. The platform collects and uses personal data in accordance with its Privacy Policy and personal data processing, which is available on the website and must be accepted by users during the registration process.

Acceptance of the General Conditions

The use of the URBIX PSFP, SL platform implies the express and unconditional acceptance of these General Conditions. Any user who does not agree with the General Conditions must refrain from using the platform and communicate it to URBIX.