Specific Conditions and Fees

1. Identification of the parties

These Participatory Financing Services Specific Conditions on Fees (hereinafter, Fee Conditions) 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, both by the Developers who voluntarily accesses wecity interested in obtaining funding for their projects, and the Investor willing to obtaining a monetary remuneration derived from their investment in the projects published on the Website.

2. Purpose

The purpose of these Specific Fee Conditions is to provide information on the fees and amounts of the services provided through wecity, applicable both to Developers seeking to finance their projects through the Platform and to Investors seeking to invest in them.

3. Fees for Developers

3.1. Main services

a. Set-Up Fee

wecity, as a crowdfunding platform, shall provide the Developer with the main services of reception, selection and publication of the proposed project, once it successfully undergoes the analysis phase, the conditions of which regarding the project evaluation and publication procedure are specified both in the General Conditions for Sponsors and in the PFP General Terms and Conditions.

The fee for this service shall be paid by the Developer who hires it on the occasion of the publication of the Project, the amount of which shall be of 900€ per project.

b. % for the success of the allocated funding

In addition to the above, wecity will charge the Developer a success fee, i.e. an amount of money for the success of the financing requested by the Developer through the Platform, which will be calculated according to the total investment raised by said project.

The fee charged for such success shall be 5% of the allocated funding.

3.2. Supplementary services

a. With regard to auxiliary services provided by wecity to Developers, we refer to the provisions set out in the General Conditions for Participatory Financing Platforms. However, the fees applicable to Developers for such services shall be:

I. Advice to Developers in relation to the publication of the project: 2,000€/Project.

II. Project analysis and feasibility report: 900€/Project.

III. Implementation of Communication Channels: 990€/Project.

IV. Contract Models: 150€/Project.

V. Execution of Share Subscription Contracts: 100 €/investor up to a maximum of 990 €/project.

4. Fees for Investors (free of charge)

Wecity does not charge any fees for the provision of auxiliary services to our Investor Users. Thus, we provide the following services to Investors completely free of charge:

I. Transmission of information to Investors: The Platform will provide investors with periodic information from the Developer (analogous or complementary to information previously provided in the communication channels) on the evolution of the project, as well as on the most relevant corporate events until the end of the investment round, i.e. until the public deed of capital increase that implements the investment is registered in the Commercial Registry, at which time this service will end.

II. Execution of Share Subscription Contracts: CITYPRIVE will prepare a model investment contract with the corresponding funding, providing the added value to secure funding and to regulate 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, or whoever designated to do so, can sign on behalf of all of them the investment contract with the Developer. This service will be paid by the Developer.

5. Invoicing method

5.1. Payment gateway

The payment gateway through which the Investors’ funds will be sent to the Developer, and through which the Investors will receive the remuneration of the capital invested through wecity, will be managed by the Lemon Way Payment Gateway.

LemonWay, S.A.S., is an independent 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, which offers secure payment solutions for crowdfunding platforms.. In Spain, Lemon Way has Banco Sabadell as a partner. This agreement is set within the requirements of the new regulation for participatory financing in Spain, which is supervised by the National Securities Market Commission (CNMV).

5.2. Admission of Developers and Investors

The established procedure for payments through wecity shall be performed in the following manner:

I. CITYPRIVE receives a request from a Developer to open an electronic wallet, upon presentation and publication of a project and then sends the Developer’s data to the payment gateway Lemon Way.

In this regard, it should be noted that CITYPRIVE will at no time have direct or indirect contact with the electronic money or manage the related investment, limiting its role to act as an intermediary for the contact of both parties (Investor and Developer) through the Platform.

II. Lemon Way verifies and validates the information submitted by CITYPRIVE and creates the e-wallet of the project and / or Developer, assigning a user ID and the Developer’s e-wallet and sends such data to CITYPRIVE.

III. CITYPRIVE saves the above information in its database and receives a request for registration from an Investor. Subsequently, CITYPRIVE collects data from the Investor, as well as information on whether or not the Investor is accredited and also forwards the Investor data to Lemon Way.

IV. Lemon Way verifies and validates the information submitted by CITYPRIVE and creates the Investor e-wallet. Subsequently, Lemon Way assigns the Investor a user ID and e-wallet as an Investor and sends this information to CITYPRIVE.

5.3. Execution of the investment by the Investor

Once the Investor indicates to CITYPRIVE the intended investment, he/she can decide on the payment method:

I. By debit or credit card.

In this case, the Investor communicates to Lemon Way the card details, either directly or indirectly through CITYPRIVE. Lemon Way validates the card and issues a unique code to use the card in a single payment / charge and forwards the code to CITYPRIVE. (Code referenced to a specific amount of money).

Subsequently, CITYPRIVE orders, through the code sent, the card charge, following the request of the Investor, to the investor’s electronic wallet and receives the invested amount in the Investor’s wallet. After that, Lemon Way sends CITYPRIVE the receipt of the transaction and CITYPRIVE receives and stores said information.

II. Electronic bank transfer

Through this payment method, CITYPRIVE sends Lemon Way the data about the Investor who wants to invest and Lemon Way sends the Investor, through the Platform, the details of the bank account owned by the payment gateway for the bank transfer. Subsequently, the Investor orders a bank transfer to said account for the amount of the investment and Lemon Way receives an amount in its bank account, entering the amount of the investment in the electronic wallet previously opened for the Investor.

Afterwards, Lemon Way notifies CITYPRIVE of the execution of the transaction, and sends data, saving the Platform data from the above mentioned transfer.

5.4. Intended purpose of the investment

a. If the investment target set in the project is reached (or the minimum target of 90% of the investment requested in the project is reached, with the conditions provided for the latter case in Article 69.5 of Law 5/2015 on the promotion of business financing):

I. CITYPRIVE will assess the deadline initially set for the collection of the investment for the project, and will check whether 100% or at least 90% of the investment has been collected, in the Investors’ e-wallets, at the expiration of the deadline set in the project published on the website.

II. Having met the aforementioned budget, CITYPRIVE will review and validate, within 72 hours, the terms of the investment agreements that relate to future shareholders or partners with companies ( Developers) in which they will participate in the share capital.

III. CITYPRIVE in the cases of art. 50.1.b), and based on art. 51.3 of Law 5/2015 on the promotion of business financing, shall execute within 72 hours of the above validation, if it has received such an order from the Investors, the agreement for the subscription of shares with the Developer, in the name and on behalf of the Investors, according to a prior agreement of wills between the Developer and the Investors.

b. 48 hours after the validation of the investment agreements (and, if applicable, 48 hours after the execution of the share subscription agreement with the Developer), the sum invested and collected is transferred from the Developer’s e-wallet to the Developer’s bank account, as follows:

I. CITYPRIVE instructs Lemon Way to transfer from each Investor’s e-wallet, the amount pledged by each of the Investors to the Developer’s e-wallet. Since the Developer has provided, directly or indirectly, the payment platform with the details of their bank account, Lemon Way sends CITYPRIVE identification data of the Developer’s bank account for storage.

II. CITYPRIVE issues the order to transfer funds from the Developer’s e-wallet to the Developer’s bank account, (approximately 48 hours) and Lemon Way sends CITYPRIVE the data of the ordered transfer. Subsequently, CITYPRIVE debits the Developer’s bank account 5% of the amount invested in the latter’s bank account (approximately 48 hours).

c. CITYPRIVE will ensure, in each and every case, that the Developer’s bank does not allow access to the funds received by the Developer in their bank account, until a copy of the public deed of capital increase registered in the corresponding Commercial Register is received.

6. Project financing

6.1. Successful project financing: process for equity capital increase

a. In the event that a project reaches the target capital, the Developer must proceed to notarize the capital increase agreed with its new partners Investors. This process is conducted, with the assistance and supervision of CITYPRIVE and the legal team of GARRIGUES or ESTUDIO JURÍDICO EJASO, SL. (as appropriate) through the following steps:

I. Minutes of the Extraordinary General Meeting of Partners / Shareholders of the developer, which contains the resolutions relating to the share capital increase.

II. Collection of the invested capital (capital for which funding has been raised through CITYPRIVE) in the Developer’s bank account, by transfer to it from the Project’s e-wallet opened in Lemon Way.

III. Issuance of a certificate by the Developer’s Bank regarding the identities of the Investors and the invested amounts, as a document to be presented before a Notary Public, indicating the sums received in the Developer’s bank account on account of a future operation to increase share capital.

IV. Certification of the Minutes and notarization of the capital increase operation by the Developer.

V. Filing of the capital increase transaction at the Commercial Registry.

b. CITYPRIVE will ensure that the Developer’s bank will not allow access to the funds received by the Developer until a copy of the public deed of capital increase registered in the corresponding Commercial Register is received.

6.2. Unsuccessful financing

a. In the event of an unsuccessful financing, the funds shall be returned to the Investors in the following manner:

I. For each investor and investment requesting the withdrawal of the investment directly to their bank account, CITYPRIVE, will send either a refund order (if the investor paid by card) or an electronic bank transfer order (if the funds were sent in the same way) to Lemon Way.

II. Lemon Way will transfer the funds initially intended for the project, from the Investor’s e-wallet directly to the Investor’s card or bank account within 24-48 hours and there will be no cost for the Investor.

b. Lemon Way will send the data and identification of such transactions to CITYPRIVE for safekeeping and storage.

7. Damages

7.1. 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.

7.2. 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.

8. Amendments

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.

9. Other issues

9.1. 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.

9.2. 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.

9.3. 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.

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