General hiring conditions applicable to investors and assignors

These general conditions regulate the alternative financing platform service, Crowdfactoring, or also called Invoice Trading, of Galaicus Fintech, S.L. (INVERSA) based in C / Estrella nº4, 15401, Ferrol (A Coruña), Spain, with TIN (CIF): B-70535414, registered in the Mercantile Registry of A Coruña, “Registro Mercantil de A Coruña, tomo 3631, folio 20, inscripción 1ª, en la hoja C-56394”. (Hereinafter, INVERSA or the Platform).

1. Object

As stipulated in this service provision contract, INVERSA will put in contact, through its website or other electronic means, individuals of legal age and with sufficient capacity to act or legal entities (in both cases with residence in Spain) interested in offering funding in exchange for a monetary return, with other individuals (self-employed professionals) or legal entities (companies) interested in requesting and obtaining funding for their economic activity through the endorsement or assignment of effects, through one or more lines financing, which allows them to anticipate the invoices and / or promissory notes generated in said activity. Once there is agreement between the parties, the former will directly grant financing to the latter under the terms established in the particular and general conditions, the former prevailing over the general conditions, without INVERSA assuming any joint or several liability for possible breaches on part of the clients of the Platform, and does not guarantee at any time the solvency or viability of the assignor or the debtor of the transferred effect. Both investors and assignors are called clients. The denomination of clients will be used to refer simultaneously to investors and assignors. The debtor of the effect assigned on the Platform will be called the debtor of the effect.

2. Registration on the platform

2.1. The contract between the clients and the Platform is formed by these general hiring conditions, by the particular conditions that are agreed with the investor and the assignor and by the payment services contract with the Payment entity that INVERSA proposes at a given time.

2.2. INVERSA reserves the right to grant and deny both the financing lines and the successive financing operations that are intended to be published through these on the Platform, according to the validation of the information and documents provided by the clients. Clients undertake to inform INVERSA immediately, and in any case, within a period of less than thirty (30) calendar days, of any variation that occurs on the data provided, as well as any substantial modification of the financial situation. All this without prejudice to INVERSA being able to request and obtain, at any time, the review of client data.

2.3. In order for clients to be able to register on the Platform, they must register providing the data and documents requested and accept the contract, understood in the terms defined above. The Platform may request additional information and documents if necessary. The registration process ends with the sending of an email to the client to confirm their registration on the Platform.

2.4. Clients declare and ensure the authenticity, accuracy and integrity of the information provided in the funding application, as well as all the documents and copies of documents provided together with it. Clients expressly authorise INVERSA to carry out as many inquiries and procedures as necessary before any institution, entity or person, public or private, to verify the veracity of the information and / or documents provided along with the request.

2.5. After registration, the client will have access to their user area, from where they can manage their account and operate on the Platform. The client will be responsible for the password to access their user area and must adopt all the necessary security measures in accordance with the conditions of use that regulate the Platform and that are available on the website www.inversa.es. The client is aware of and expressly accepts that the use of the Platform is governed by these conditions of use.

2.6. INVERSA reserves the right to deny the registration of clients for different reasons, such as if it is suspected that some illegal or fraudulent activity is being carried out.

2.7. The client may modify the data in their user area by sending an email to INVERSA. INVERSA reserves the right to request the necessary documents for the requested modification, as well as the denial of the proposed modification.

3. Services

3.1. INVERSA, as an alternative financing platform, will put in contact the assignors of promissory notes and / or invoices, who demand funds by requesting funding through one or more financing lines opened on the Platform, with investors, who are looking for a return on the investment. a yield. It will inform investors of the promissory notes and / or invoices of the assignors, and classify them using risk criteria, so that the investor can manually assess whether it is in their interest to invest in them, and end with the formalisation of a contract between investors and assignors for the assignment of the credit rights corresponding to the effects that allow the assignors to obtain funding.

3.2. The credit rating offered by INVERSA is for informational purposes only and is based on an external credit report, an internal financial analysis and a historical refund analysis.

3.3. In addition, the investor may opt for the investment automation tool, through which the system will participate by the investor in all the effects that are published with the amount and the return requirements, term and risk level that the investor previously sets. The investment will be made only in the effects that meet the predefined requirements by the investor. Automatic investment allows the investor to have access before investors who opt for the manual investment system to the new effects that are published on the Platform. The investor may stop automatic investments at any time.

3.4. INVERSA is not subject to the law on the promotion of business financing, “Ley 5/2015, de 27 de abril, de fomento de la financiación empresarial”, even so, it allows its investor clients the possibility of requesting to be classified as accredited investors in the terms described in the aforementioned Law (Art 81 and following). In any case, the Platform must accept the client’s request as an accredited investor after an adequate evaluation of their experience and knowledge, showing that the client can make their own investment decisions and that they know the risks. Investors who hire a financial advisory service on the Platform’s financing instruments by an authorised investment services company will be considered accredited.

3.5. Additionally, the Platform will be responsible, once the financing line or lines have been granted and after the transfer of commercial instruments, for the ordinary management, which the clients expressly authorise, and which is limited to the following actions:

• Charge of the amounts owed: INVERSA will be in charge of proceeding, on the payment dates corresponding to each effect, to charge the amounts owed. Once the receipt return period has elapsed, or when the payment received from the assignor becomes effective, INVERSA will proceed to deposit the amounts due into the designated account of the investor. The agreed interest will be paid to the investor in advance, at the time the assignment is formalised.
• Dispose of the amount offered, pending formalisation or not used by the investor in the account indicated by INVERSA. INVERSA does not accept deposits directly. The funds are placed in a segregated payment account for each client through the Payment entity that INVERSA nominates at a given time. At no time does INVERSA have direct access to investor funds.
  The Payment Entity Paymatico Payment Institution, SLU, hereinafter “Paymatico”, registered in the Special Register of Payment Entities (Registro Especial de Entidades de Pago) of the Spanish Central Bank (Banco de España) with number 6,861, and address at Paseo de la Castellana 77, 28046 Madrid (Spain) acts as payment services provider for INVERSA, allowing the creation of a payment account on behalf of the clients in order to manage the charges and payments related to the discounted invoices or promissory notes.
• Updating the personal area of the investor and the assignor with information on the different operations: said information will refer to the characteristics and situation of each investment / assignment (interest rates, term, outstanding capital, etc.).
• Management of defaults: INVERSA will notify the investor, in those cases in which the payment of the invoice and / or promissory note does not occur on the corresponding date by the debtor of the effect, as well as manage the necessary services to charge the neglected maturities in the financing term, claiming the corresponding payments, to which the clients expressly authorise INVERSA, as well as for the sale of the credit right and the hiring of collection agencies, lawyers and attorneys for the purposes of claiming and charging overdue payments, if after at least three months from the due date of the payment, INVERSA has not received the corresponding amount from the debtor of the effect or directly from the assignor. On the other hand, in view of the obligations undertaken in the execution of the assignment financing contracts, the commissions generated against the assignors will be in favour of INVERSA. In particular, the commissions for the opening or assessment, for the publication and management of commercial instruments, for the management of unpaid claims and other operations, all of which, if any. Likewise, there may be expenses and taxes inherent to the operation that will also be in favour of INVERSA.
• Secondary market: INVERSA offers the investor through its marketplace at www.inversa.es the possibility of putting the invoices and / or promissory notes in which they have invested for sale in a secondary market to other registered investors. The sale in the secondary market can be made at a premium, at par value or at a discount, at the investor’s discretion.

In the provision of these services:

• INVERSA will receive the agreed commissions in each given time for the services provided, as specified in the clause related to commissions.
• INVERSA will maintain contact with the assignor in the name and on behalf of the investor by virtue of the mandate agreement between the investor and INVERSA.
• INVERSA does not perform investor advisory functions. The investor decides where, how and when to invest, keeping complete control over their investment decisions. Automatic investment decisions do not constitute an advisory service, they are simply a tool that makes it easier for the investor to invest in the invoices and / or promissory notes of the Platform, and it is an optional tool for the investor.

4. Financing lines

4.1. The assignors will operate on the Platform through different types of financing lines, as an example and without an exhaustive nature, INVERSA may offer lines of invoices from public administrations and lines of both negotiable and non-negotiable promissory notes from private companies.

4.2. The financing lines will be opened by the Platform after the request of the assignors and the assessment of their viability and explicit acceptance by INVERSA. INVERSA will establish an amount for each financing line that will act as a maximum limit, within which the assignors may present financing operations by means of advance payment of invoices or other negotiable and non-negotiable commercial instruments. The Platform reserves the right to deny the opening of any of the requested financing lines or of the particular operations presented through them. The maximum limit of the financing line may be extended or reduced by the Platform depending on the payment behaviour of the financed operations and other criteria that may be established.

4.3. The financing lines will have an initial duration of one year from their opening date on the Platform, tacitly extendable each year upon maturity. Both the opening and the renewal of each financing line will accrue in favour of INVERSA the commissions established at a given time under the assignor’s account. Both the assignor and INVERSA reserve the right not to renew the financing line upon expiry, for which they must notify the other party by email or through the Platform, with a minimum notice of two (2) months, of their intention not to renew the financing line in question.

4.4. The non-renewal of any of the financing lines will not affect the ongoing operations associated with said financing lines, which will continue to operate and under the same conditions established until the moment of non-renewal. The non-renewal of a financing line will entail not being able to request new financing operations associated with the non-renewed line. The financing line will not be closed until the ongoing operations are concluded.

5. Intermediation of financing

5.1. Through the INVERSA website, the investor will have access to the funding requests published by the assignors who are interested in anticipating the payment of effects received from third parties, or promissory notes issued by the assignors. In general, the effects offered in the Platform’s marketplace are invoices, negotiable and non-negotiable promissory notes, among others. These effects correspond to deliveries of goods and services already carried out. Said funding requests will indicate both the amount requested, as well as the maximum discount rate at which the assignor is willing to borrow money through the transfer of the effects and the term for the repayment of the funding. Funding requests will be published for a specified period of time, once this has ended, no more bids from investors will be accepted.

5.2. The assignor, at any time prior to the publication of the effects on the Platform, may cancel its request for funding. Once published on the Platform, the assignor must notify INVERSA in writing their desire not to continue with the funding request, so that INVERSA can proceed to cancel it.

5.3. The commercial instruments for which funding is requested cannot exceed the limit of the financing line granted to the assignor for this type of effects, and in any case, the amount of € 100,000, except for the express and written authorisation and consent from INVERSA.

5.4. INVERSA reserves the right to publish or not publish the effects proposed by the assignors for not complying with the minimum risk criteria established by the Platform or for other reasons; it may also reach a specific agreement on the publication of the requests with the assignors and / or investors.

5.5. The investor may base their investment decision, among other criteria, on the risk classification granted by INVERSA, although this classification is made for informational purposes only and does not constitute advice to the investor. Said classification has been prepared with objective criteria, which the investor may consult during the term of the investment, updated with the information derived from the financing granted and other funding requests, without implying any guarantee of the successful conclusion of the funding that the investor grants.

5.6. The investor may bid, among all the published applications, for those that are of interest to them, indicating the amount that they wish to finance said to assignor (within the minimum and maximum limits that may be established), and the minimum discount rate that they would be willing to accept after the auction process, being said rate binding for the granting of financing. The investment may be carried out by the investor manually or automatically.

5.7. The investor will be informed in the user account of the bid made and the terms thereof, if the investor does not agree or wants to withdraw it, they may do so until the final acceptance, which takes place at 12 noon each day, which is the so-called “closing time”. From the closing time the bids will be considered final and the conditions cannot be withdrawn or modified.

5.8. Two investors can place a bid for the same amount and with the same conditions, in this case, the order of priority will give preference to whoever had invested earlier.

5.9. Once the auction is closed, as 100% of the amount requested by the assignor has been reached, the funding will be understood to be granted by those INVERSA investors interested in lending amounts to the assignors who had bid for the effect and not have been disregarded due to the existence of sufficient offers to cover the transfer of the effect at a lower discount rate.

5.10. The Platform does not accept excess bids, therefore, the last of the bids that enters as granted in the auction closing process, in case it cannot be considered in its entirety because it exceeds 100% of the requested amount, its amount will be prorated to the corresponding percentage until reaching 100% of the funding. However, in the case of automatic investments, an excess of bids may arise, in which case, a minimum of twenty (20) € of investment will be distributed among all these investors in proportion to the bid made and with the purpose of diversifying the operation.

5.11. The auction may be void if within the period of publication of the request for funding, 100% of the requested amount is not reached or, even if this amount is reached, the conditions offered by the assignor are not met. The assignor is not obliged to accept investment offers that do not comply with the published conditions.

5.12. INVERSA will sign the assignment contracts for the financing of the corresponding effects in the name and on behalf of the investor, by virtue of the existing mandate contract with the latter, and the information on the funding that is granted will appear in the user area of the investor and the assignor, updated regularly. The discount rate established for the funding will be that established by the Platform in the risk assessment of the operation.

5.13. The amount of the financing will be used by the assignor for the commercial, industrial or professional activity that it carries out, but always linked to its commercial acts according to the activity carried out.

5.14. After the auction is closed and the transfer of an invoice is formalised, the assignor will receive up to 90% of its value in their user account, the remaining amount will be temporarily held in said account. Upon the invoice due date, and after it is charged, INVERSA will automatically transfer to the assignor the amount withheld after deducting the interest rates, commissions and expenses corresponding to the Platform for the provision of its services. In the case of promissory notes, the assignor will receive up to 100% of their value in their user account, although, reduced by the interest rates, commissions and expenses corresponding to the Platform, as well as the applicable taxes in each case.

5.15. After the auction is closed and the assignment is formalised, the investor will receive the corresponding interest in advance and upon maturity the invested capital, always subject to the payment of the debtor of the effect or, failing that, of the assignor.

5.16. INVERSA does not accept deposits directly. The funds are placed in a segregated account for each client through the payment entity designated by INVERSA at a given time. In no case does INVERSA have direct access to investors’ funds.

5.17. Payment services are provided by the payment entity Paymatico, an entity duly authorised by the Spanish Central Bank (Banco de España) and registered in the Special Register of Payment Entities (Registro Especial de Entidades de Pago) with number 6,861 and address at Paseo de la Castellana 77, 28046 Madrid (Spain).

5.18. In the case of promissory notes or other negotiable commercial instruments, the investor’s credit will not be made available until the assignor (endorser) carries out the total or partial transfer of the title by means of the corresponding endorsement signature. Regarding non-negotiable effects, it will be formalised by means of a contract for the assignment of the credit right between INVERSA, acting on behalf of the investor, and the assignor.

5.19. The assignor will send INVERSA the original of the endorsed negotiable effect according to the instructions of INVERSA, or of the invoice or non-negotiable effect assigned. INVERSA will verify that said commercial instruments comply with the necessary formal validity conditions.

5.20. In the case of invoices and non-negotiable commercial instruments, the assignor must notify the debtor of the assigned effect of the assignment of the credit right, following the instructions of INVERSA, or INVERSA may directly notify the debtor of the effect of the assignment by sending a burofax or similar, being the assignor responsible for the expenses of said notification. INVERSA will determine in each case how and to whom the notification corresponds.

5.21. The maximum term to receive the original effects, formalise the assignment or endorsement contracts, where appropriate, and notify the debtor of the effect, is 15 calendar days after the auction closes. After this period has elapsed without having fully formalised the operation, INVERSA may cancel it. INVERSA may claim from the assignor the costs and damages suffered by the breach of these general conditions, as well as the investor.

5.22. The assignor guarantees and declares the existence and legitimacy of the credits in accordance with article 1,529 of the Civil Code, “Código Civil”, and article 348 of the Code of Commerce, “Código de Comercio”. In the same way, the assignor expressly states that the credits are free of charges, affections, obstacles or encumbrances, having their legitimate possession and being free to transfer them, or constituting essential assets, for the purposes of the provisions of article 160 f) of the Capital Companies Law, “Ley de Sociedad de Capital”.

5.23. If the Assignor receives any amount or commercial document and / or instrument whose perception, in accordance with this Contract, is entitled to INVERSA, the Assignor must (i) in case of receipt of any amount, pay it to the bank account indicated for that purpose by INVERSA within three (3) Business Days after its receipt; and (ii) in the case of receipt of any commercial document and / or instrument, deliver it to INVERSA, and where appropriate endorse it in favour of INVERSA, within three (3) Business Days from its receipt. Failure by the Assignor of the obligation established in this paragraph will entail a fine of 10% of the amount of the invoice, as well as the accrual of late payment interest rates with respect to the amounts not transferred or, where appropriate, the amounts of the commercial documents and / or instruments not delivered and, where appropriate, not endorsed, from the Day on which said delivery had to take place and, where appropriate, endorsement until the Day on which it actually takes place, both inclusive, in accordance with the provisions of Clause 8.
In accordance with article 348 of the Code of Commerce, “Código de Comercio”, the assignor is explicitly responsible for the solvency of the debtor of the effect, therefore, in the event of non-payment of the assigned effects, the investor, and consequently, INVERSA, acting on behalf of the investor, can claim the amount due to any of the persons listed in the unpaid effect, including the assignor. The assignor undertakes, at INVERSA’s request, to repurchase the transferred effect in the event of non-payment at the due date, in the terms that will be described below in relation to the management of unpaid amounts.

5.24. In accordance with article 1,528 of the Civil Code, “Código Civil”, the assignment of credits also includes that of their accessory rights and guarantees (includes mortgages, pledges, privileges or deposits).

6. Entry into force

This contract will enter into force for investors and assignors at the time that INVERSA receives and accepts the required documents, the parties sign the applicable specific and general conditions, which contain a link to the conditions applicable to payment services, which are also accepted at the same time and in a single act, and the data protection policy available on the website www.inversa.es under the link with the same name and INVERSA accepts the opening of the financing line to the assignor and the registration of the investor.

For the purposes of signing the contract, the parties accept the electronic signature as a valid signature and recognise the same effects as the handwritten signature, granting full effectiveness to hiring in this way. The contracts, in addition to being signed electronically, may be registered through their hash on the blockchain, which acts as a time stamp and virtual notary at no cost to clients.

7. Discount rate

The discounted effective amount is calculated by applying the following formula:

E=C x (1-d x t) – (C x g)

Where:
E = actual amount received by the assignor
C = nominal amount of the effect
d = Annual nominal discount rate applied
t = time period of the operation calculated as days / 365
g =% of commissions charged by the Platform

8. Management of unpaid amounts

In the event of non-payment of any amount by the assignor, the investor has authorised INVERSA to manage the claim and charge of the debt on its behalf through the means established by INVERSA at a given time. In particular:

• In the event that the debtor of the commercial instrument has not paid at the date of expiry, INVERSA will contact the assignor giving a period of two weeks to mediate the recovery of the amount owed by the debtor. During that period of time, the assignor must request from the debtor of the commercial instrument a written confirmation (email) that the debt is due and delayed pending payment.
• If more than fifteen (15) days elapse from the expiration date and INVERSA does not receive the payment or a refund proposal acceptable by the Platform, INVERSA will propose the voluntary repurchase of the debt to the assignor.
• After a thirty (30) day period has elapsed and without having reached an agreement, INVERSA will issue a repurchase demand that obliges the assignor to repurchase the effect in the terms agreed upon in these general conditions. For this purpose, INVERSA may dispose of the balances withheld and available on the assignor’s Platform, being able to offset said balances with the existing debt. In the case of the repurchase demand, the assignor jointly and severally undertakes as its own the debt together with the debtor of the unpaid effect and for the amount of outstanding debt at the time of the communication.
• The non-payment of the effects will generate, in a complementary manner, default interest rates at the nominal interest rate set in the particular conditions, increased by two (2) points, day by day, without the need to notify the debtor, and based on expired and unpaid commercial instruments.
  The formula for calculating the daily default interest rates (Id) is: Id=V x (TIN+2) / 365, where: V= amount of commercial instruments financed overdue and unpaid; TIN= Annual Nominal Interest Rate (in%). If no nominal interest rate is set in the particular conditions, default interest rates will accrue under the same conditions above at the legal money interest rate in force at a given time.
• In any case, if the debtor of the commercial instrument totally or partially defaults the debt when due, the investor authorises and the assignor accepts INVERSA to terminate the contract, and proceed in its name and behalf to the clearance of the unpaid commercial instrument, or initiate all judicial or extrajudicial procedures necessary for its recovery. INVERSA may choose to purchase the commercial instrument if it considers that it is more beneficial for the investor. For this purpose, the investor agrees at this time to sell the unpaid effect to INVERSA for the amount due at that time and under the condition “subject to payment”. The amount obtained from the sale of the effect to third parties or the amounts recovered will be credited to the investor’s account immediately, after deducting the expenses that INVERSA would have incurred in the process.
• Claim costs: will be the costs borne by the service that the Platform performs as a result of non-payment, and will be paid by the assignor.
• Information about unpaid amounts will be available in the client’s personal area.
• The services provided by INVERSA in relation to the claim and charge of the debt do not constitute a guarantee of the success of these actions. The investor knows and takes on the risk of default of the debtor of the effect and of the assignor.
• The non-payment of any invoice or financed commercial instrument will empower INVERSA to block the associated financing line and others that the assignor has active, apart from the right to terminate the contract contemplated below.

9. Commissions

The applicable taxes in each case will be paid by the clients. The obligations derived from these will also be borne by the clients, without prejudice to the information or retention that the Platform is legally obliged to provide or practice, where appropriate, to the clients.

The following commissions may be applicable to this contract, including, where appropriate, the corresponding VAT, which will be charged at the time of accrual from the bank account designated by the client.

• Investor commissions:
  INVERSA may charge the investor commissions for registering on the Platform, for investment, for managing unpaid amounts, for payment or withdrawal of funds from their user account or for maintaining the account, although INVERSA’s policy is zero commissions to the investor, so usually INVERSA will not apply any of these commissions, and in case of changing the policy, it will inform the investor in advance in the terms set forth in this clause.
• Assignor Commissions:
  INVERSA may charge the assignor commissions derived from the assessment, opening and renewal of the financing line, for publication and management of commercial instruments, for managing unpaid claims and for other chargeable expenses such as the payment of stamps, communication to the debtor by means of burofax or similar means of notification of the assignment of the credit, or bank charges derived from transfers or returns of commercial instruments. If there are any of these costs, it will be previously communicated to the assignor.

In the case of negotiable promissory notes, and if the assignor had not done so previously, INVERSA will settle the Tax on Documented Legal Acts (Impuesto de Actos Jurídicos Documentados) on behalf of the assignor, who undertakes its payment, according to the table of nominal values in force a given time. The assignor can settle said tax beforehand by their own means, for which they must attach the original receipt of the tax settlement when sending us the commercial instrument.

The applicable rates will be those in force at a given time. Rates are available at all times on the website www.inversa.es in the rates section. INVERSA will notify clients of any modification that occurs in the commission rates and charges that may affect their contract one month in advance of its entry into force. The clients will have a period of fifteen (15) days from the receipt of the information to express their disagreement with the modification and request the termination of the contract. In the absence of communication from the client, the new rates will be considered accepted by the latter. In the event that the new rates are more beneficial for the client, they may be applied immediately by INVERSA.

10. Communications

Any communication between the parties may be carried out through the means made available to clients on the Platform, through the email address: hola@inversa.es, or by mail addressed to INVERSA, C/Estrella nº4, 15401, Ferrol (A Coruña), España.

For the communications that INVERSA would have to carry out, the contact information provided by the client in the contractual conditions signed will be used, either email, address, telephone or by SMS, apart from the means of communication made available on the platform. Preferably the means of communication of the Platform will be used.

All communications, information and contractual terms will be made and / or provided in Spanish.

To change the client’s information, it will be necessary for the client to inform INVERSA in writing via email. INVERSA reserves the right to request the supporting documents of the requested modification.

11. Information regarding invoicing

The client will be able to access updated information regarding their financing lines through their user area of the Platform. The client may, within a maximum period of fifteen (15) calendar days from the date of update of their user area, make any claim related to the information contained therein, otherwise, said information will be understood as accepted by the client.

The client can request, if deemed convenient, through their user area, an extract of the information published in said area. This extract can be downloaded directly from the user area.

12. Phone calls

INVERSA informs that for security reasons in the transactions it reserves the right to record the telephone conversations that it has with its clients, which will only be used by INVERSA for the management of the loans and their charge, and as a means of proof in any administrative or judicial procedure. INVERSA undertakes to safeguard and keep the utmost confidentiality of said recordings.

13. Assignment

Previous notification to the investor, INVERSA may assign its rights and / or responsibilities derived from this contract, totally or partially, to third parties. The investor may not assign their contractual position, unless expressly authorised in writing by INVERSA. The investor will have the right to oppose to the third party assignee the same exceptions and defence that would have corresponded against INVERSA, including compensation.

The investor authorises INVERSA to assess and accept changes and assignments of the contractual position of the assignor, being INVERSA obliged to inform the investor of the assignments made.

Prior notification to the assignor, the credits resulting from the account may be assigned or their management or recovery may be entrusted to third companies or professionals totally or partially. The assignor authorises the transfer of the data for the purpose of the aforementioned management or transmission. This authorisation for the transfer of data will not be revocable without previously having fully canceled the hired loan, paying off all outstanding balances. The assignor may not assign its contractual position, except with the express written authorisation from INVERSA.

14. Assumption of risks

INVERSA is neither a participatory financing platform nor an investment service company or credit institution; and it is not attached to any investment guarantee fund or deposit guarantee fund.

Client funds are managed by the payment entity Paymatico or any other payment entity designated by INVERSA at a given time.

The funding that the investor eventually grants in accordance with this contract by means of the assignment or endorsement, and without prejudice to the intermediation of the Platform, is in their name, on their own account and at their own risk. The investor knows and undertakes the risk that the operations not coming to a successful conclusion in the event that the assignor of the invoices and / or promissory notes does not attend, in whole or in part, the payments, or attends them with delay. INVERSA does not grant any guarantee to the investor on the capacity or solvency of the assignors or the debtors of the effects, nor on the legitimacy of the credits. Likewise, the investor expressly acknowledges that the services provided by INVERSA in relation to the claim for unpaid amounts, do not constitute a guarantee of success.

The assignor is obliged to notify INVERSA of any significant variation that may affect the risk level of its effects or the assignor itself. For example, and without limitation, the inclusion of the assignor in patrimonial solvency files such as RAI, EXPERIAN, ASNEF etc., existence of debt with the Spanish Tax Agency (Agencia Tributaria), Social Security (Seguridad Social) or any other body, seizure of assets, legal proceedings in which incurred in relation to quantity claims, etc.

15. Personal data protection

15.1. The data protection policy applicable to users of the website and clients of the Platform is available on the website www.inversa.es, under the link “Data protection policy”. This data protection policy is expressly accepted by clients when hiring the Platform service.

15.2. The client authorises that the personal data that they have provided to INVERSA become part of an automated client file, under the responsibility of INVERSA, registeres address at C / Estrella nº4, 15401, Ferrol (A Coruña), Spain, with TIN (CIF): B-70535414, and whose purpose is to maintain the contractual relationship with them, in particular, the offering of financing and investment opportunities in INVERSA’s proposals, as well as the invoicing, accounting, execution and management of payment operations, where appropriate, services and declaration for tax purposes when required from said operations. Likewise, unless indicate it to us at any time, the client authorises INVERSA to send or communicate by any means including mail, telephone, Internet, the Platform itself or SMS, or any other electronic means, in order to provide information, advertising, newsletters and offers of the entity.

15.3. The client can exercise the rights of access, rectification and deletion, opposition, limitation and portability in the following way:

• By written and signed request addressed to the Customer Service Department, Ref. L.O.P.D., attaching a photocopy of the applicant’s ID to the address C / Estrella nº 4, 15401, Ferrol (A Coruña).
• Sending a request together with a photocopy and / or scanned copy of the applicant’s ID to the email address hola@inversa.es
• Calling the Customer Service phone number 881 931 465.

16. Payment services

The payment services described in this document of terms and conditions are provided by PAYMATICO PAYMENT INSTITUTION, SLU (hereinafter the “Payment Entity”). The Payment Entity is registered in the Special Registry of Payment Entities (Registro Especial de Entidades de Pago) of the Spanish Central Bank (Banco de España) with entity number 6861. You can consult said registration in the Official Registry of Entities on the website of the Banco de España (http: // app .bde.es / ren /). The Payment Entity safeguards the funds received from the users of its payment services according to the procedure included in Royal Decree-Law on payment services and other urgent measures in financial matters, “Real Decreto-Ley 19/2018, de 23 de diciembre, de servicios de pago y otras medidas urgentes en materia financiera”. This way, the funds received from users will not be mixed at any time with the funds of any individual or legal entity who are not users of payment services in whose name the funds are available and, if they are still in possession of the payment entity and have not yet been delivered to the beneficiary or transferred to another payment service provider by the end of the business day following the day the funds were received, they will be deposited into a separate account at a credit institution or they will be invested in safe, liquid and low-risk assets under the terms established by law. In this case, the holders of the funds will have the right of separation over the accounts and assets mentioned in the preceding paragraph, in accordance with the bankruptcy regulations, for the benefit of users of payment services, with respect to possible claims from other creditors of the payment entity, in particular in the event of insolvency.

The general conditions that apply to the provision of these payment services, and that are accepted in unity of act together with the general and particular conditions and Data Protection Policy of the Platform can be consulted and read in the Conditions of payment services

17. Resolution

The investor may terminate this contract at any time, by notifying INVERSA and paying commissions and expenses that may be applicable, as the case may be. INVERSA may terminate the contract with the INVESTOR in the event of breach of any of the obligations derived from this contract, with prior notice of fifteen (15) days.

INVERSA may terminate this contract with the assignor, and request the reimbursement of the amounts owed in relation to it, with a fifteen (15) day prior notice to the assignor, in the following terms:

1. Failure to pay any amount under this contract.
2. For any documentary falsity, inaccuracy, fraud, variation or omission of any of the information or documents given to INVERSA, INVERSA is entitled to review the accuracy of this data at any time during the term of the contract, collecting the necessary information from the assignor.
3. The decrease in the assignor’s payment capacity, or the guarantees of the latter, when they are likely to be invalid or unenforceable, or are threatened by it. Among other causes, due to the seizure of the assignor’s assets.
4. The assignor breaches any obligation arising from this contract.
5. Due to the death of the assignor in the case of being an individual, or by dissolution in the case of a legal entity, from the moment INVERSA has evidence of this.
6. Due to lack of activity on the Platform for a period of twelve (12) months.

This contract together with a debt certificate issued by INVERSA will be sufficient to initiate the actions that may proceed.

The resolution of the contract will take place without prejudice to the fact that the financing remains in force and the related payments continue to be made by the debtor of the commercial instrument or the assignor himself and INVERSA continues to deposit them in the bank account designated by the investor. Likewise, INVERSA will continue to receive the corresponding commissions for the arrangements carried out.

18. Customer complaints

The client may submit any claim derived from the services provided by INVERSA through the INVERSA Customer Service: hola@inversa.es. Customer Service will resolve the claim within a month of its receipt, for this, it may request the Client all the information or documents required to issue a resolution in accordance with the agreed contractual conditions, the applicable regulations and financial best practices and customs.

19. Modification of the contract

INVERSA may unilaterally modify the characteristics of this contract depending on the evolution of market conditions, notifying the assignor and / or investor, as appropriate. When such modifications imply a change in the cost of the loan or investment, INVERSA will notify the promoter and / or investor by any means, preferably through the Platform, expressly indicating that its entry into force will not be before thirty (30) days from said notification, unless the change is beneficial to the assignor and / or investor. In the same way, insurance, its conditions and insurance entities, as well as payment entities, may be subject to review, where appropriate. If the assignor and / or the investor do not accept the new conditions, they must inform INVERSA reliably and within said period of the automatic termination of the contract, without prejudice to the obligations undertaken up to that moment. Once this period has expired, the new communicated conditions will be fully applicable. In the event that the assignor had hired the voluntary insurance, he will have 30 days from the communication of the modification of said contract to withdraw from it without affecting the full validity of the loan contract.

In the event of a modification of the contract as a result of a change in current legislation, INVERSA will notify the investor and / or assignor of said modification 30 days in advance, unless the legal modification provides a shorter period for its entry into force.

20. Contract period

The duration of these general conditions will be for an indefinite period, regardless of the duration agreed in each case for each financing line or advance payment of invoices or promissory notes.

21. Right of withdrawal

Customers who have the status of consumers have the right to withdraw from the contract within 14 calendar days from its signing, without the need to indicate the reasons and without any penalty. The exercise of the right of withdrawal by the assignor consumer implies the obligation to return any amounts received up until the date in which such right was exercised. On the other hand, if the right of withdrawal is exercised by the investor consumer, INVERSA must reimburse the amounts that, where appropriate, the investor would have delivered to INVERSA to finance the assignors through the Platform, reduced by the interest rates that the investor would have received in advance.

A consumer is considered an individual who acts for purposes unrelated to their economic, commercial or professional activity.

The assignor may request their withdrawal from the Platform at any time, notifying INVERSA at least two (2) business days in advance.

Termination as a member of the Platform and, consequently, your withdrawal from it, will not affect the validity of the operations and contracts that have been previously formalised on the Platform.

22. Confidentiality

The data shown on the Platform about the assignor, the investor, the commercial instruments and the financing lines and operations are strictly confidential, and both the assignor and the investor are obliged to maintain such confidentiality. Clients undertake not to make said information public during the period of time that their contractual relationship with the Platform lasts and even afterwards, for a period of eighteen (18) months from the moment they leave the Platform.

Likewise, the assignors undertake that in the event of withdrawal from the Platform, they will not be able to contact the investors of the Platform, or who have been investors of the Platform at the time that the assignor was such, for a period of twelve (12) months from the assignor’s withdrawal from the Platform in order to establish financing operations through the assignment or endorsement of effects similar to those that are the object of the INVERSA Platform, for the assignor itself or for third parties.

23. Right to compensation

The right to compensation for credits and debts is agreed in its broadest sense, granting a general mandate and express authorisation for said compensation, which the client grants to INVERSA for this contract irrevocably, as long as the funding granted has not been fully cancelled, to retain and apply, for the total or partial amortisation of the same and the payment of interest rates, commissions and expenses, any amounts that exist in favour of the client, in all kinds of accounts or creditor positions established in INVERSA, up to the debt limit.

Inversa may offset any credit that it may hold against a client with the credit that the client, or another entity owned by the same or belonging to the same business group or governed by the same management body, may hold against Inversa, regardless of the title from which it derives and even when it is pending expiry, being INVERSA able to have them due in advance for these purposes.

Without prejudice to the compensation faculty set forth herein, in the event of unpaid amounts in which the client appears as a debtor, Inversa may retain the commercial instruments of other operations, without paying the client the settlement in advance or part of it in guarantee of its payment at maturity, as well as as a guarantee of the payment at maturity of any other credit document or commercial instrument endorsed or assigned to Inversa, by the client, or another entity owned by the same or belonging to the same business group or governed by the same management body, without this implying payment or compensation of any credit, nor obligation to return the amounts withheld until the successful completion of the commercial instrument or instruments whose payment is guaranteed.

24. Nullity or ineffectiveness

In the event that any of the clauses included in these general conditions is declared null or totally or partially ineffective, only the clause or clauses declared null will remain affected, having these as not included or partially included, and the remainder of the clauses contained in these will continue as general conditions.

25. Applicable legislation

All the clauses present in this contract are governed by Spanish Law.

The parties will submit all disputes that derive or arise in relation to this contract to the courts of the jurisdiction of the place where the consumer has their residence, and in case of not being a consumer, to the courts of A Coruña, renouncing their own jurisdiction, unless there is another imperative jurisdiction.

Rates and commissions (investor)

Because you are tired of paying commissions. Our commitment is 0% commissions:

• Commission for Registration on the platform: 0%
• Investment commission: 0%
• Commission for managing unpaid amounts: 0%

At INVERSA we want maximum security for your savings, for this reason we operate with total transparency through segregated accounts of an entity regulated by the Spanish Central Bank (Banco de España) completely independent from INVERSA where your savings are separated from other investors, as well from INVERSA funds, always available, and cannot be lent or invested if you do not authorise it.

• Commission for money paid into your Inversa Account: 0%
• Commission for withdrawing money from your Inversa Account to your bank: 0%
• Commission for maintenance of your Inversa Account: 0%

• Concept Price

• Register on the platform FREE

• Deposit of money to your Inversa account FREE

• Withdrawal of money to your bank FREE

• Maintenance of your Inversa account FREE

• Investment commission FREE

• Management of defaults FREE

*Although INVERSA will not charge you to deposit or withdraw money from your Inversa Account, your bank could charge you a commission.

Rates and commissions (assignors)

The cost of the service offered by Inversa for the assignor are the commissions mentioned below calculated in application of the management rates in force at any given time, in addition to, depending on the type of operation, the chargeable expenses mentioned below.

The commissions will be paid, together with the corresponding applicable VAT.

The management fees derived from the services provided to companies and self-employed professionals who request funding are those indicated below:

1. Financing line assessment commission:

In order to operate on the platform, the assignor company must subscribe a line for the sale of invoices and promissory notes of between 10,000 and 100,000 Euros, for which it must pay an opening commission of 2% per year on the amount of the line. This commission corresponds to the assessment expenses of the platform, with a minimum of 200 Euros, plus the corresponding applicable VAT.

2. Commission for the publication and management of commercial instruments:

Inversa will charge a commission of 0.33% per month on the nominal amount of the intermediated commercial instruments (invoices or promissory notes), only the in case that the company or self-employed professional accepts the funds offered by the investors, so that there will be no cost if the funding is not obtained or in case of non-disposition. Said amount will be calculated from the moment of closing the auction operation and will be charged in advance deducting it from the amount to be advanced to the company, together with its corresponding applicable VAT. The minimum commission per transaction is € 10 for invoices and € 20 for promissory notes, plus the corresponding VAT.

 

Commission expiration period

 

• Due date
• Interest rate
• Minimum amount

• 30 days
• 0,33%
• 10 € /20 €

• 60 days
• 0,67%
• 10 € /20 €

• 90 days
• 1,00%
• 10 € /20 €

• 120 days
• 1,33%
• 10 € /20 €

• 150 days
• 1,67%
• 10 € /20 €

• 180 days
• 2,00%
• 10 € /20 €

3. Commission for managing delays and claiming defaults:

Inversa will accrue to the assignor for each unpaid amount on the due date, a delay management commission of 2.5% of the nominal amount of the transaction with a minimum of 100 € plus the corresponding VAT. The assignor, however, will have a grace period of 5 business days to carry out negotiations directly with the debtor or, failing that, to pay the debt, during which this commission will not accrue.

Once a calendar month has elapsed from the initially scheduled expiration date, a commission for claiming defaults of an additional 10% on the nominal amount of the operation is established, with a minimum of € 300 plus the corresponding VAT.

Our policy is to always try to reach an amicable agreement. When this is not possible, a leading recovery company may come into play, the expenses of which will be borne by the assignor.

Legal claims involve fees and expenses (lawyers, attorney, etc.), which will be claimed together with the amount owed and the corresponding interest rates.

Other chargeable expenses

Inversa will not charge any additional commission, however there may be expenses and taxes inherent to the transaction processing process. In particular, the payment of stamps, the communication to the payer by burofax of the assignment of the credit, or bank charges derived from transfers or returns of effects may be necessary. If there are any of these costs, it will be communicated in advance.

1. AJD tax settlement

In the case of negotiable promissory notes, and if the company had not done so previously, INVERSA will settle the Tax on Documented Legal Acts (Impuesto de Actos Jurídicos Documentados), according to the following table of nominal values in force.

• Tax base (€) Amount (€)

• Up to 24,04 0,06

• From 24,05 a 48,08 0,12

• From 48,09 a 90,15 0,24

• From 90,16 a 180,30 0,48

• From 180,31 a 360,61 0,96

• From 360,62 a 751,27 1,98

• From 751,28 a 1.502,53 4,21

• From 1.502,54 a 3.005,06 8,41

• From 3.005,07 a 6.010,12 16,83

• From 6.010,13 a 12.020,24 33,66

• From 12.020,25 a 24.040,48 67,31

• From 24.040,49 a 48.080,97 134,63

• From 48.080,98 a 96.161,94 269,25

• From 96.161,95 a 192.323,87 538,51

• From 192.323,88 onwards 0,018030 for each € 6.01 or fraction

*For amounts over € 192,323.87, the form Mod. 630 will be used

The company can settle it in advance by its own means, for which it must attach the original receipt when sending us the effect.

2. Expenses of reliable communication to the debtor or the company

In relation to the assignment of the credit or the claim thereof, through burofax or similar.

3. Bank charges for urgent transfers

Derived from urgent transfers of funds made or received, return of commercial instruments, etc.