1. Identification of the parties
These Participatory Financing Services General Terms and Conditions (hereinafter, Terms of Service) are signed on the one hand by CITYPRIVE P.F.P, SL. (hereinafter wecity, the Platform or the Website, indistinctly) and on the other hand, by the Developer and/or Investor who voluntarily accesses wecity interested in obtaining funding for their projects and/or obtaining a monetary remuneration derived from their investment in the projects published on the Website.
2. Purpose
The purpose of these Terms of Service is to regulate the participatory financing services provided through wecity by connecting Developers who require funds for their projects with Investors who intend to invest in them, through the Platform.
3. Information about wecity
3.1. This crowdfunding platform does not hold the status of an investment services company or a credit institution and it is not a member of any investment guarantee fund or deposit guarantee fund.
3.2. Participatory financing projects are not subject to authorization or supervision by the National Securities Market Commission or the Bank of Spain and, therefore, the information provided by the developers about the projects will not be reviewed said institutions; and in the case of the issuance of securities, it does not constitute a brochure approved by the National Securities Market Commission (CNMV).
4. Requirements for business projects
4.1. wecity shall only accept the proposal of business projects of a real estate nature developed by legal entities validly constituted in Spain or in another European Union State with a corporate purpose consisting of real estate development and with the aim of publishing through the platform Developer projects seeking funding from Investors, with the purpose of holding a share capital increase in the said developer company.
4.2. The purpose of the application for the Developer’s projects must be to increase capital in order to acquire a single property with certain exploitation features and the possibility of obtaining income, as well as capital gains in the event of divestment.
5. Services provided through wecity
5.1. Main services
wecity, as a participative financing platform, will provide the following services:
a. Acceptance of projects. Through wecity’s financing platform, the interested Developer may register via the registration button at www.wecity.com to submit their project through the Project Registration Form, and may attach the necessary documentation for the analysis and assessment of the project requiring financing.
b. Selection of projects. wecity has an Operations Manager (OM) who reviews the Developer’s personal information as well as that of the project in order to check that the Developer is solvent and is not registered in any credit and equity solvency files.
The Developer must submit the public deeds accrediting its incorporation, and subsequent modifications to its share capital, or a certificate from the appropriate Commercial Registry accrediting this, as well as other documents relating to the validity of this type of Developer. They will also be asked to provide identification documentation for their company.
After reviewing all the documentation, the OM will contact the Developer within a maximum period of five calendar days to inform him/her of the viability or lack of viability based on the provided documents. If the necessary information has been provided, the OM will send the project to the Risk Analyst (RA) in order to analyse its funding viability.
c. Publication of projects. Once the project has passed the analysis phase, it may be published on wecity’s website. After publication, the Investors will be able to access the information related to the project to analyse the details of the operation.
Once the information on the Project has been analysed, the Investor will be able to make an investment through the e-wallet associated with his/her profile. All the money will be managed by the LemonWay Payment Gateway.
Lemonway, S.A.S., is a payment institution accredited by the Bank of France (Autorité de contrôle prudentiel et de résolution, ACPR) with licence number 16568 J and authorised by the Bank of Spain to carry out its activity as a Payment Institution without any establishment in Spain in accordance with article 11 of Law 16/2009.
5.2. Supplementary services
wecity may provide additional services other than those described in the previous section. These services shall consist on the following:
a. Advice to developers in relation to the publication of their projects on the platform including the provision of services and advice in the areas of information technology, marketing, advertising and design. CITYPRIVE may offer the Developers advisory services on digital marketing in order to improve the visibility of their projects on the network and promote funding. This service will be paid by the Developers.
b. Project analysis. CITYPRIVE may analyze the feasibility of the Developer’s project with the help of a professional team with knowledge in the real estate and construction sector, a service which will be paid for by the Developer and which will include the following features:
I. Condition of the only property that integrates it, if it is horizontally divided and whether or not it will be in the future.
II. Review of the valuation provided by the Developer.
III. Study on the investment requested by the Developer, costs, returns for the Developer, and dividends for potential Investors.
c. Implementation of communication channels through wecity that allow Developers and investors to contact each other directly, during or after the actions that give rise to the financing of the project and allow the Developer to achieve a greater probability of success for the financing of the project. This service will be paid by the Developers.
d. Provision to the parties of the model contracts necessary for participation in the projects. CITYPRIVE will prepare a model investment contract that reflects the projected funding, providing the added value to secure funding and regulate and protect the interests, rights and obligations of both Developer and Investors. This contract will be accompanied by a prior mandate in favor of CITYPRIVE, or a third party designated by it, from the Investors so that CITYPRIVE can sign on behalf of all of them the investment contract with the Developer. This service will be charged to the Developer, under the terms set out in the Special Conditions and Fees.
e. Transfer to investors of the information provided by the developer on the evolution of the project, as well as on the most relevant corporate events.
6. Project financing
6.1. Projects published via wecity may be funded through:
I. Securities platforms: through the issue or subscription of debentures, ordinary and preference shares or other securities representing capital, with the Developer being understood as the company issuing the securities.
II. S.R.L. equity platforms: through the issue or subscription of shares in limited liability companies, in which case the developer shall be understood to be the limited liability company issuing the shares
6.2. Note that wecity will not undertake or provide the publication or management of projects that involve financing through loans.
7. Procedure for the submission of complaints or claims
7.1. Initiation of the procedure
a. The wecity complaints and/or claims procedure may be carried out in person or by duly accredited representation by Clients, whether Developers or Investors, by electronic means, provided that they allow the documents to be read, printed and stored, and sent to the following email address: reclamaciones@wecity.com
b. The submitted brief shall contain the following information:
I. Identification of the client (National Identity Card/Tax Id. number/Foreigner Id. number/Passport/Certification of the competent Trade Register, name or surnames or company name, and address) or, where appropriate, of the client’s representative (duly accrediting such representation).
II. Reason for the complaint or claim, indicating the department or service of “CITYPRIVE P.F.P, S.L.” from which the complaint or claim arises and providing any available documents as evidence.
III. Indication of the email address at which the Client wishes to be contacted with the resolution of the complaint or claim. If nothing is specified, the resolution will be sent to the e-mail address from which the complaint or claim was submitted.
IV. Statement declaring that the Client is not aware that the subject matter object of the complaint or claim is being addressed through an administrative, arbitration or litigation procedure in court.
V. Place, date and signature of the Client, or, if applicable, of the Client’s representative.
7.2. Deadline for submission
a. Clients shall have a period of two years to submit their complaints or claims from the date on which the Client becomes aware of the facts giving rise to said complaint or claim.
b. Clients should only submit the complaint or claim once, without requiring its repetition to different bodies in CITYPRIVE.
c. Any complaint or claim that is received by the Client Service after the deadline set out in the preceding paragraph, will not be admitted by it for processing and so will be communicated to the client by email in due course.
7.3. Filing of complaints or claims to the Comisión Nacional del Mercado de Valores (CNMV)
a. Under no circumstances, the submission of a complaint or claim to CITYPRIVE through the procedures provided herein implies a waiver of the Client’s right to file such complaint or claim to the National Securities Market Commission.
b. Clients may only appeal to said supervisory body in the event that CITYPRIVE does not resolve their complaint within the time limit set for this purpose in the following section, or resolving it, do so against them.
7.4. Deadline for the resolution of complaints or claims
a. Complaints and claims received by the Client Service Department must be settled by said Department within a maximum period of two months, from the moment the written complaint or claim is received together, where appropriate, with the corresponding evidence supporting documents.
b. For further information about the requirements and procedures of CITYPRIVE Client Service, we recommend you to read the Regulation for Customer Protection of CITYPRIVE P.F.P, SL.
8. Mechanisms in the event of termination of wecity’s activity
8.1. CITYPRIVE offers a solid administrative and accounting organization as well as adequate internal control procedures and means to ensure the security, confidentiality, reliability and capacity of the service provided through electronic channels.
8.2. In the event of termination of its activity, CITYPRIVE mechanisms to continue to provide all or part of the services to which it committed for projects that had been financed. In case of termination, CITYPRIVE shall immediately proceed to the appointment of a new officer who meets the eligibility criteria set out in the preceding paragraphs. In any event, the actions carried out by the previous Service officer will remain valid. The termination and subsequent appointment of a new Customer Service representative shall not interrupt the time limit for resolving a Complaint provided for in section five of this Regulation.
8.3. wecity works to ensure that the services and functions on the Web Site are always available. However, when you access it, it will be shown to you based on the availability and limitations that apply at any given time.
8.4. Despite CITYPRIVE’s continuous effort to protect the systems and contents included on the Website, to which end it applies all security standards and regulatory compliance inherent to Participatory Financing Platforms, it is not possible to offer full guarantees in relation to any intrusions or loss of information that may occur. Likewise, the absence of viruses or other harmful elements on the Website or on third-party websites that may cause alterations to the User’s computer system, both software and hardware, cannot be guaranteed. Therefore, the Client assumes and understands that there are situations that may be beyond wecity’s control.
8.5. Equally, wecity is exempt from any responsibility derived from the misuse by the Clients, as well as for the non-fulfilment of the obligations or commitments assumed by virtue of these conditions or any other applicable ones.
9. Indemnification
9.1. The Holder may sanction any Client (developer or investor) who breaches the applicable conditions, with the impossibility of accessing, temporarily or indefinitely to the Website. The duration of the sanction will depend on the type of infringement committed. The restriction of access shall in no case entail the right to any compensation.
9.2. Any type of damage, harm, loss or cost (including lawyers’ and/or attorneys’ fees) arising from a breach by the User of these Conditions or any other applicable terms incurred by wecity must be compensated by the User who caused it. This includes any third party claims arising from such breaches.
10. Modifications
These Conditions may be modified and/or updated at any time without prior notice. The modifications made shall come into force as soon as they are published on the Website, regardless of the means and form used for this purpose.
Modifications shall only affect Clients who have accepted them after such amendment.
11. Other issues
11.1. Safeguarding and interpretation
If the relevant Authority declares any of these provisions to be illegal, invalid or unenforceable, this shall mean that such provision shall be interpreted as closely as possible to its original intention. In any event, such a determination in respect of any provision or provisions shall not prejudice the validity of the remaining provisions.
Failure by the Holder to require strict compliance with any of the provisions of these Terms and Conditions shall not constitute or be understood in any way as a waiver by the Holder of its right to require such compliance in the future.
11.2. Language
The language applicable to these Terms and Conditions is Spanish. If versions in other languages, such as English, are provided, it will only be as a mere courtesy and for the User’s convenience. In the event of any inconsistency, the Spanish version shall prevail.
11.3. Legislation and jurisdiction
The relationship between the Holder and the User shall be governed by Spanish law and any discrepancies or disputes regarding these Terms and Conditions shall depend on whether, in accordance with the applicable regulations, the User has the status of a consumer and/or user.
Where considered a consumer and/or user, disputes shall be heard by the Courts and Tribunals of the User’s registered address. Should the User not hold such status, disputes shall be ruled by the Courts and Tribunals of Madrid.
