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October's Terms and Conditions

Disclaimer

This is an english translation of the spanish General Terms and Conditions and in no case constitutes the binding version which only the spanish version does.

Welcome to the website es.october.eu and app.october.eu (hereinafter the "Platform

")
.

These General Conditions of Use (

"

GCU

"),

together with any special conditions that may be established, regulate access to and use of the website https://es.october.eu, owned by October España Plataforma de Financiación Participativa S.L. ("October

España"), a

participatory financing platform authorized by the National Securities Market Commission (

"

CNMV

") and

registered under number 8.

October

España is a Spanish company, with Tax Identification Number B-87607651 and registered office at Plaza de Santa Bárbara, 5, 4º izq, 28004, Madrid, duly registered in the Madrid Mercantile Registry in volume 35040, folio 121, section 8, sheet M-630192, entry 1

Preamble

In the following sections, October refers to October SA and its subsidiaries. In Article 8, October's account refers to the account opened in app.october

.

eu
 and the payment account associated with it.

1

.

October

Spain

is

not a credit

institution

or an investment service company.

October

Spain's function is to put

in

contact investors, who will act as lenders, and promoters, who will acquire the position of borrowers, as well as the performance of other functions aimed at the formalization and management of a loan contract between them

  • That participation in loans through the Platform implies the risk of total or partial loss of the capital invested, the risk of not obtaining the expected yield and the risk of lack of liquidity of the investment.
  • That the projects are not subject to authorisation or supervision by the CNMV or the Bank of Spain and that the information provided by the promoter will not be reviewed by them.
1.

2. Investor Registration In order to

become an investor on the Platform, the user must meet the following requirements

  • Be a natural person, over 18 years old and resident in the European Union or a commercial company domiciled in the European Union.
  • Not be considered a "U.S. citizen" according to the U.S. tax authorities
  • Have a valid email address and a mobile phone number.
  • A bank account opened in the Euro zone.
  • Follow the next four steps:
  • Acceptance of the CGU
  • Authentication
  • KYC process (Know Your Client)
  • Risk warning and investment limit
  • Assigning the Electronic Wallet

1.2.1 Step 1. - Acceptance of the GTU

In order to access the services of the Platform and the list of published projects, the user must
  • Enter in the fields indicated for this purpose
    • In the case of a natural person, the name and surname(s), and in the case of a legal person, the company name and the C.I.F., the name and surname(s) of the natural person who represents him/her and the position or title by virtue of which he/she is representing the company.
    • A valid e-mail account ("Associated e-mail account").
    • A password.
  • Accept these CGU and the General Conditions of use of the Lemon Way payment systems at the link es.october.eu/cgu-lemonway, by ticking the boxes provided for this purpose.
  • Confirm the email address provided by clicking on the link that the Platform will have sent to this address. In this way, the user's email address will be registered as their "associated email account".

After

completing

these steps, the Platform will offer the user to receive regularly a newsletter that includes the new projects available, as well as the evolution of the projects in progress. If the user wishes to subscribe to this newsletter, he or she simply has to check the box presented for this purpose with a tick

.

Once the above steps have been completed, the user may (i) continue with the registration process, or (ii) not continue with the registration and access the Platform as a "visitor", which will only allow him or her to view the published projects and their characteristics, but not to invest in them

.

1.2.2 Step

2
  • You will be asked for additional information (including, but not limited to, a telephone number ("Associated Telephone Number") to which the keys for the secure two-step authentication process ("Authentication Process") will be sent as defined in the following point.
  • It will initiate the Authentication Process
    • Identify the user by entering the associated email account and password in the designated fields.
    • Authentication by sending an SMS with a signature code to the associated telephone number, which the user must enter in the field designated for this purpose to confirm his/her registration on the Platform and express his/her full consent to adhere to the GCS.
The

password chosen by the user, as well as the associated e-mail account and telephone number, are methods of identifying the user on the Platform. The user acknowledges that it will be his/her sole responsibility to take appropriate measures to ensure the confidentiality of this data as well as all information and activity carried out on the Platform by any third party using this data

.

1.2.3 Step 3.- KYC Process ("Know Your Client"

)As

an intermediary in the granting of loans through the Platform, October España is subject to the regulations in force on the prevention of money laundering and the financing of terrorism. For this reason, before being able to access all the services of the Platform and, especially, to be able to invest in accordance with clause 2 of these GCS, the user must upload the following two documents in electronic format

to the Platform
  • A personal identification document
    • In the case of a natural person, one of the following three documents
      • Valid passport (pages 2 and 3) in colour
      • Valid National Identity Card (front and back) in colour
      • Valid residence permit (front and back) in colour
    • In the case of a legal entity
      • Document accrediting its existence and containing its company name, legal form, address, identity of its directors, articles of association and tax identification number. In the case of legal entities of Spanish nationality, a certificate from the Commercial Registry containing the above-mentioned information may be submitted.
      • One of the following personal identification documents of the real owner of the company (the one who holds more than 25% of the share capital or voting rights)
    • A second identity card
      • All the above documents are valid (but the main proof of identity uploaded is different),
      • Driving licence,
      • Healthcare card (Spanish or European),
      • Last income tax return,
      • Family book (birth certificate, marriage certificate)
      • Any other document containing the required identification elements: surname, first name, date and place of birth
  • Certificate of ownership of a bank account opened at a bank domiciled in Spain or in the European Union. A bank receipt may be accepted provided that it shows the full account number and the full name of the client. The account holder must match the document proving identity provided. In the case of an online bank, proof of residence under 1 year will be requested in the user's name.

This verification step is completely manual

and

can take up to 2 working days

.

Any false or incorrect statement can be subject to specific treatment aimed at preventing fraud

.

1.2.4

  • Of the risks involved in investing in equity finance projects.
  • That his total investment in the last twelve months in projects published by the set of participatory financing platforms cannot exceed the threshold of 10,000 euros.
  • That their investment in the same project published by the platform may not exceed the threshold of 2,000 euros.

The user will agree to the statement made by the Platform by means of an Authentication Process under the terms established in clause 1.2

.2

.

above

.

1.2.5 Step 5.- Allocation of the Payment AccountBefore

the user

can proceed to make investments through the Platform, he must make an initial deposit, for a minimum amount of 50 euros, into the October payment account that he will have in Lemon Way. The deposit can be made by credit card payment (maximum of 1,000 euros per transaction, with a limit of 2,000 euros in the last 30 days) or by bank transfer. In this way, the Platform can verify the veracity of the bank details provided

by the user.

Each user will have an October payment account of his own in Lemon Way from which he can allocate funds to the different projects published on the Platform

.

With this

last step, the

user's registration as an investor

will be completed

1.4 Registration of promoters

In order to become a promoter and present a project on the Platform, the user must meet the following requirements

  • Be an SME with a registered office in Spain or in the European Union and have closed at least one accounting period.
  • You must have a valid e-mail address and a mobile phone number.
  • Have a bank account opened in a credit institution in Spain or in the European Union.
  • Follow the next four steps
    • Acceptance of the GUs
    • Authentication
    • Presentation of the project, the company and its management team
    • KYC ("Know Your Client") process
    • Credit Committee's assessment
    • Project acceptance and registration

1.4.1. Step 1.- Acceptance of the CGU

In order to access the services of the Platform and submit a funding project, the user must

  • Enter in the fields indicated for this purpose
    • In the case of a natural person, the name and surname(s), and in the case of a legal person, the company name and the C.I.F., the name and surname(s) of the natural person representing him/her and the position or title by virtue of which he/she is representing him/her.
    • A valid e-mail account ("Associated e-mail account").
    • A password.
  • Accept these General Terms and Conditions and the General Conditions for the use of the Lemon Way payment systems by clicking on this link and checking the boxes provided for this purpose.
  • Confirm the e-mail address provided by clicking on the link that the Platform will have sent to this address, thus registering the user's e-mail address as their "associated e-mail account".

Once these procedures have been completed, the user may continue with the registration process, or not continue with the

registration

and access the Platform as a "visitor" which will only allow him/her to view the projects published by other promoters and their characteristics

.

1.4.2 Step 2

  • You will be asked for additional information (including a telephone number ("Partner Telephone Number") and the link to the company seeking the financing).
  • It will initiate the two-stage Secure Authentication Process
    • Identification of the user through the introduction, in the fields designated for that purpose, of the associated e-mail account and the password created.
    • Authentication by sending an SMS to the associated telephone number with a signature code that the user must enter in the field designated for this purpose to confirm his/her registration on the Platform and express his/her full consent to adhere to the CGU.
The

password chosen by the user, as well as the associated e-mail account and telephone number, are methods of identifying the user on the Platform. The user acknowledges that it will be his/her sole responsibility to take appropriate measures to ensure the confidentiality of this data, as well as all information and activity carried out on the Platform by any third party using this data

.

The

Platform

reserves the right not to act on the user's instructions in the event of well-founded suspicions that the person registered in the user's account is not the true owner, as well as in the event of indications of illegal or fraudulent activity or unauthorised use of

the account

  • About the Project
    • Project Name
    • Purpose and aim of the funding application
    • Amount of funding desired
    • Estimated duration of funding
    • Qualitative description of the project with text and images
  • About the team
    • Description of the corporate bodies and the management team
    • Identity and curriculum vitae of the company's administrators and directors
    • Role and functions of the company's directors and managers
    • Employee number
  • About the company
    • Description of the company and its business plan
    • Company name, registered office and internet domain
    • Tax number
    • Form of social organization
    • Description of the financial situation and the structure of the share capital and debt
    • Documentation
      • Certification from the Mercantile Registry, in the case of a Spanish SME, or a document that accredits its existence and contains its corporate name, legal form, address, identity of its administrators, articles of association and tax identification number.
      • Copy of the identity documents of the company's administrators and directors.
      • Annual accounts for the last three years of the company.
1.

4.4 Step 4.- KYC Process ("Know Your Client"

)As

an intermediary in the granting of loans through the Platform, October Spain is subject to the regulations in force on the prevention of money laundering and financing of terrorism. For this reason, before being able to access all the services of the Platform and, especially, to publish a financing project on the Platform in accordance with clause 2 of these GCS, the user must upload the following documentation in electronic format

to the Platform
  • A document proving its existence and containing its corporate name, legal form, address, identity of its directors, bylaws and tax identification number. In the case of legal entities of Spanish nationality, a certificate from the Commercial Registry containing the above-mentioned information may be submitted.
  • One of the following personal identification documents of the real owner of the company (the one who owns more than 25% of the share capital or voting rights)
    • Valid passport (pages 2 and 3)
    • National Identity Card in force (front and back)
    • Valid residence permit (front and back)
  • If there is no real owner, one of the following personal identification documents of the company's administrator or administrators
    • Valid passport (pages 2 and 3)
    • National Identity Card in force (front and back)
    • Valid residence permit (front and back)
  • Certificate of ownership of a bank account opened at a bank domiciled in Spain or in the European Union. A bank receipt may be accepted provided that it contains the full account number and the full name of the client. The account holder must match the holder of the document proving identity provided.
The provision of the above documents is mandatory and if the Promoter fails to provide them in full, the Platform may deny the Promoter access to all or part of its services. Any false or incorrect statements may be subject to specific treatment in order to prevent fraud.

1.4.5 Step 5. Credit Committee AssessmentOn

completion of the KYC process, an analyst from the October Spain team will contact the Promoter to refine the project, request additional documentation and information if necessary and prepare their analysis, which will then be formally submitted to the October Spain Credit Committee

. The Promoter guarantees to the Platform that all information provided in the registration process is true and accurate in all respects and undertakes to update it and communicate changes to the Platform.

The

Promoter agrees that it will be responsible to investors for the information

provided

to the

There are no charges for the electronic formalization service.

Docusign will send an email to the promoter providing access to the contracts and from which they can proceed to sign them using the one-time password sent to them in parallel to

their

mobile phone. Once signed by the promoter

,

both parties will receive a signed copy of

each

contract by email which will be properly archived and kept by October. Docusign, in turn, will keep a copy of each contract in its own archives for a period of 10 years

  • Description of the company, its corporate bodies and business plan.
  • Identity and curriculum vitae of the administrators and directors.
  • Company name, registered office, Internet domain address and registration number of the issuer.
  • Form of social organization.
  • Number of employees.
  • Description of the financial situation.
  • Structure of the share capital and debt.
  • A brief description of the essential characteristics of the loan and the risks associated with the financing.
  • How the loan will be formalised.
  • The rights attached to the loan and how they are exercised
  • The remuneration and amortization of the loan and any limitations on assignment.
  • The type of loan, the total amount of the loan and its duration
  • The annual percentage rate of charge, calculated in accordance with the mathematical formula set out in Part I of Annex I to Law 16/2011 of 24 June on consumer credit agreements
  • The total cost of the loan.
  • The repayment table with the amount, number and frequency of payments to be made by the developer.
  • The interest rate for late payment and the commission for recovery in case of non-payment.
  • The existence or non-existence of additional guarantees for the loan, the possibility of early repayment and its associated conditions and fees, and the right of withdrawal for consumers or users.

After choosing a project and the amount to be invested, the investor will receive a copy of the Framework Loan Agreement, duly signed by the promoter and the Platform, which must be adhered to in order to confirm the investment. It will also include a personalised loan repayment schedule in accordance with the amount invested. This document will be sent by the Platform electronically and must be signed by the investor in accordance with clause 9

. The Platform will set a financing objective and a maximum period for participation in each project. In the event that the financing objective set for the project is not reached, the amounts pre-allocated by each investor to the project and blocked in their October payment account will be released and may be used again either to invest in other projects or to request repayment in their bank account. In the event that the financing objective is reached before the end of

  • More than 2,000 euros in a single project published on the Platform.
  • More than 10,000 euros, in a period of 12 months, in the projects published in the Platform and in the set of Platforms.
2.

Services offered by

the Platform to the promotersFor the

projects of the promoters to be published on the Platform, the teams of October Spain will analyze individually the files of financing and will provide each promoter access to a database of investors willing to finance the project through a loan. Consequently, the promoter agrees to provide the platform with accurate, precise, complete and without omissions data on their project and the situation of their company, in order to carry out the study of their file and within the framework of the information published

on the Platform.

No promoter may have more than one project published on the platform simultaneously and the maximum amount of fundraising per project may not exceed 2,000,000 euros, this figure may reach 5,000,000 euros, if the

project is

aimed

exclusively

at

accredited

investors

  • Step 1.- Registration on the Platform in accordance with the terms of clause 1.2 of these GTU.
  • Step 2.- Selection of the project and the amount to be invested.
  • Step 3.- The Platform will provide the investor with a complete view of the Framework Loan Agreement to which he will adhere, already signed by the promoter and the Platform, together with his personalised adhesion document, as well as a summary of the essential elements of the transaction. He will be asked to reiterate his acceptance of these GUU and to give his consent to the Framework Loan Agreement and the adhesion document by checking the "validate" box. In this way, he will express his wish to adhere to the Framework Loan Agreement under the terms provided by signing the adhesion document. From the Platform, the investor will have access to the Framework Loan Agreement and its adhesion document at all times, from where he will be able to download them as many times as he deems necessary.
  • Step 4.- The investor will receive an SMS with a signature code which must be entered in the field established for this purpose in order to complete the signing and express his full consent to the conclusion of the transaction and the contract.
10.

Privacy and personal data protectionAs

part of the use of the Platform, October España must process personal data provided by users

.

The

user

acknowledges and accepts that all personal information provided to the Platform may be collected, stored and processed

in

accordance with the Privacy Policy of the Platform, accessible through the following link: https://es.october.eu/politica-de-privacidad/

11

  • You will no longer be able to access your information registered on the Platform;
  • You will no longer benefit from the information and opportunities available on the Platform;
  • You will no longer be able to access the services offered by the Platform.

Within 30 days, the user will receive a confirmation e-mail from October Spain confirming the termination of his membership on the platform and, if applicable, the transfer of the positive balance from his October payment account to his bank account

.

11.2 At the request of the Payment EntityIn

accordance with article 18 paragraph 2 of the Lemon Way GTCU, the user's payment account can be cancelled at the request of Lemon Way. In this case, October will close the user's account on the platform, even if the user is involved in loans that are still being paid out. October will then proceed as follows
  • The user's loans could be redeemed in October for the following value
    • To the live capital of loans where no payment incident is observed.
    • For all other situations, October will discretionally apply a discount ranging from 40% to 100% of the outstanding capital on the repurchase value of the participation.
  • October will make you a proposal to repurchase accounts receivable and loans
    • If the user accepts, an agreement for the transfer of the loans will be signed between the account holder and October. The user's October account will then be credited. The user must withdraw the available balance from his or her October account. After this transfer, October will close the account after the email notification.
    • If the user rejects the repurchase proposal, October will close the account after the email notification. The user will not receive refunds from the borrowers.
11.

3 By decision of OctoberOctober

Spain reserves the right to cancel or block (impossibility to lend or deposit in the October account but with the possibility to withdraw funds and access the tax certificate) an October account in case of
  • Irregular use of the Account,
  • Reprehensible behaviour of the Client, in particular fraud,
  • Refusal to comply with the obligation to provide essential information
  • Refusal to provide additional information,
  • Provision of false or inaccurate documents.
October's decision is based on the following reasons
  • The Account Holder fails to comply with these GTU,
  • The Account Holder has provided October with inaccurate, outdated or incomplete identification information,
  • There is a risk of fraud, money laundering or terrorist financing or a risk that may affect the security of the October account,
  • In the event that the Payment Institution receives a large number of refunds, cancelled orders or unauthorised orders
The reactivation of the October account will be at the discretion of October. October has the right to request additional documentation and to issue, after analyzing the information provided, a favorable opinion, authorizing the client to continue to use the October account. If October observes more abnormal behavior on the same October account, it will be automatically and permanently blocked.

12. Responsibility of

the PlatformThe information included on the Platform is intended exclusively for the use of persons, organizations and entities that meet the criteria set forth in these GTU. The Platform is not intended for use by any person, organization or entity in a jurisdiction where such use is contrary to law or applicable regulation
  • Interferences, interruptions, computer viruses or disconnections in the electronic operating system or in the users' computers caused by circumstances beyond the Platform's control that limit or delay the provision of services;
  • Delays or blockages on the Platform caused by deficiencies or overloading of the Internet or other electronic systems;
  • Damage caused by third parties through illegal interference outside the control of the Platform;
  • Impossibility of providing the services for reasons not attributable to the Platform, such as circumstances of force majeure.
13. Hyperlinks

on

the PlatformThe hyperlinks on the Platform

may lead users to other websites published by third parties, whose content is beyond the control of the Platform. Consequently, and insofar as the hyperlinks have been included on the Platform solely for the purpose of facilitating users' navigation on the Internet, access to these third party websites by Platform users shall be the sole decision and responsibility of the latter

.

If users wish to create hyperlinks to the Platform, they must first submit a request for authorisation to the following address:

industrial .

Intellectual and industrial property rightsThe

user accepts that the

Platform

and each of its components (such as brands, images, texts, videos, etc.) are protected by the intellectual and industrial property rights of October España

15. Contact and complaints

Any complaint or claim should be addressed to the Complaints Department of October España, whose details are as follows: October España Plataforma de Financiación Participativa S.L.Att. - Complaints Department-mail: https://es.october.eu/empresas/faq/. The Investor Relations team manages the complaints within 3 working days. For more information on the procedure for submitting complaints and claims, the user can go to the following link:

reclamaciones .

The

management of

the complaints

carried out by October España forms part of its task as an intermediary in the processes of participatory financing, and in no way can it be equated with

the

provision of any kind of advisory service about the projects that appear on the platform, or any commitment to guarantee reimbursement by the promoters

here

16. Modifications to the Platform and these General Conditions of Use

October España may, at any time and without prior notice, modify the contents and information included in the Platform as well as these GCS, in particular to comply with any legal or regulatory update or applicable recommendation and to improve the Platform. The changes will be incorporated into these GCS and will be included in the Platform so that users can read them and be aware of them when they access it again. The user acknowledges and accepts that access to the Platform implies acceptance of these GCS and

all

its modifications in force since its publication on the Platform. The date of the last modification of these

GCS

is: March 2020

.

17

.