General terms and conditions for access to the platform

GENERAL TERMS

INBONIS S.A. is a public limited company registered in the Mercantile Registry of Madrid with Tax Identification Code A87385092 and a capital of 101,378 Euros. Its registered office is at Plaza de la Lealtad, 2, 28014 Madrid, Spain. Contact: info@inbonis.es or +34912772431.

The website and its domain https://inbonis.com/ are the property of INBONIS S.A managed and maintained by Una Pareja Como La Nuestra SL. The hosting provider for the INBONIS website is Amazon Web Services, Inc.

Through the name INBONIS RATING, INBONIS S.A. provides its services as a Rating Agency, being registered as a Credit Rating Agency by ESMA (European Securities and Markets Authority) in accordance with Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009, as of 27 May 2019, to issue credit ratings of companies not considered financial institutions or insurance companies.

Within the framework of its activities, INBONIS S.A. provides such credit rating services as a credit rating agency, through which it allows remote access to a restricted access Platform that allows Registered Users to access INBONIS S.A.’s Credit Rating Reports under these general terms and conditions for all Registered Users and the particular terms and conditions for each Registered User.

TERMS AND CONDITIONS

1.- DEFINITIONS

INBONIS S.A. (hereinafter ‘The Agency’ or ‘INBONIS’): INBONIS is a Credit Rating Agency registered with ESMA (European Securities and Markets Authority) in accordance with Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on Credit Rating Agencies, laying down the conditions for the issuance of Credit Ratings and rules regarding the organisation and operation of Credit Rating Agencies.

Registered User: any natural or legal person who has registered, through special conditions established with INBONIS or a commercial agent with whom INBONIS works, for a subscription of services by INBONIS and has accepted these terms and conditions for accessing the INBONIS Platform of Rated Entities.

INBONIS S.A. website: INBONIS website accessible through http://inbonis.com/.

INBONIS Rated Entity Platform: INBONIS’ restricted access platform available through https://inbonis.com/es/pymes-evaluadas/ which allows Registered Users to access INBONIS Ratings and Rating Reports.

INBONIS Rating Services: Analytical rating services whereby, on the basis of a Rating Report prepared by INBONIS, the Agency assigns a given rating to a legal entity according to the INBONIS credit rating scale and methodology (https://inbonis.com/wp-content/uploads/INBONIS-Disclosure_6-Methodology__Definition.pdf).

Credit Rating Report: An independent expert opinion issued by INBONIS analysts according to a specific methodology and rating category classification scale. The Credit Rating Report gives a note and a narrative on 4 aspects analysed: business risk, financial risk, shareholding and governance and economic environment.

2.- TERMS AND CONDITIONS COMMON TO THE USE OF THE PLATFORM

The purpose of these terms and conditions is to set out the prerequisites for each Registered User, common to all of them, to access the website and the INBONIS Qualified Entity Platform. By confirming that he/she has read, understood and accepts these terms and conditions, the Registered User undertakes to comply with the rules set out herein and to do so from the first time he/she browses the INBONIS Qualified Entity Platform.

The nature of the relationship between INBONIS and each Registered User is governed by these general terms and conditions and, where applicable, by the specific terms and conditions established between the Registered User and INBONIS or a commercial agent with whom INBONIS works and, where applicable, by the addenda or modifications that must be recorded in writing and signed by both parties. In the event of contradiction or conflict of any precept between the two, the specific conditions will prevail over the general conditions.

These General Conditions are subject, among other precepts, to the provisions of Law 7/1998, of 13 April, on General Contracting Conditions, to Royal Legislative Decree 1/2007, of 16 November, which approves the revised text of the General Law for the Defence of Consumers and Users and other complementary laws, to Royal Decree 1906/1999, of 17 December 1999, which regulates Telephone or Electronic Contracting with general conditions, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation), Law 7/1996 of 15 January 1996 on the Regulation of Retail Trade, and Law 34/2002 of 11 July 2002 on Information Society Services and Electronic Commerce.

INBONIS recommends that Registered Users visit and read the INBONIS Public Policy, Code of Conduct and Methodology available on the Regulation and Transparency tab of the INBONIS website http://inbonis.com/.

3.- SERVICES PROVIDED BY INBONIS

The INBONIS Agency issues each Credit Rating Report in accordance with Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on Credit Rating Agencies, laying down the conditions for the issuance of credit ratings and rules on the organisation and operation of Credit Rating Agencies, using a specific methodology for SMEs, developed by INBONIS, and respecting the principles of independence and transparency that govern the operation of Credit Rating Agencies.

The Credit Ratings issued by INBONIS are published for a maximum period of one year, with a maximum validity of one year. Credit ratings analyse the ability of the rated entities to meet their financial obligations for the following 12 months. They will be removed from the INBONIS website and the ratings issued will cease to be published after one year and will be held by INBONIS as “Under Observation” in case they are reviewed by INBONIS in order to issue a new rating, or as “Withdrawn” in case INBONIS has decided to withdraw them.

Credit Rating Reports are made available to the Registered User who purchases INBONIS services through its Platform. INBONIS Reports are independe.nt expert opinions issued by INBONIS analysts on the ability of rated entities to meet their financial obligations. They are in no way statements of fact, recommendations or legal, business or strategic advice for deciding on or entering into a financial or other transaction

It shall be the sole responsibility of the Registered User and any third party connected to the Registered User using the Rating Services to independently and personally assess the suitability of an investment or transaction, or any other business decision relating to the entity being assessed, for which they may not rely solely on the INBONIS Rating Services. The Agency disclaims any and all liability or risk arising from the Registered User’s decision-making in its economic operations, which shall be the sole responsibility of the Registered User.

INBONIS Credit Rating Reports and related opinion analyses express INBONIS’ assessments of the credit risk of the companies assessed on the basis of an established methodology and defined by a rating category ranking scale, and do not address other risks such as market variability, liquidity, or the legality of the rated entity’s actions or the volatility of its survival. The INBONIS Credit Rating Report shall not be considered a recommendation to invest in the rated entities by any means or to enter into any other transaction with the rated company, nor is it a guarantee of the success of the intended transaction.

In no event shall INBONIS or its directors, employees and other representatives be liable to the User for any direct, indirect, incidental or other damages, expenses of any kind, or losses arising from the use of the Credit Rating issued by INBONIS, the Credit Rating Reports, private appraisal opinions, or related research or credit opinions.

In the event that INBONIS breaches its obligations intentionally or through gross negligence, and to the extent that this may result in damage to the Registered User or a related third party, INBONIS will only be liable up to the amount paid to access the Rating services provided by INBONIS. Under no circumstances will INBONIS be liable for the interpretation or use made by the User of the Rating or a Rating Report provided.

4.- USE OF THE QUALIFIED ENTITIES PLATFORM AND THE INBONIS WEBSITE

Any third party may consult the INBONIS Website as a visitor without prior registration. However, INBONIS publishes its Rating Services on its Qualified Entity Platform which visitors can only access if they have previously filled in a mandatory registration form to become a Registered User or if they have signed special conditions with INBONIS or with a commercial agent with whom INBONIS works.

Access to the Credit Rating Services is by subscription. The Registered User must download the Credit Rating Reports, provided that he/she has signed the special conditions with INBONIS or a commercial agent with whom INBONIS works and paid the corresponding fees to access them.

For services provided by subscription, any natural or legal person may access the Services offered by INBONIS by subscription, provided that they have signed the specific terms and conditions with INBONIS or a sales agent with whom INBONIS works. INBONIS undertakes to provide access to its subscription services without discrimination of any kind.

INBONIS will provide its Qualified Entity Platform with the necessary systems and applications available to it to facilitate the downloading of its Services to the Registered User. INBONIS also undertakes to implement all the means at its disposal to ensure that Registered Users can access the Qualified Entity Platform and the INBONIS Website through their personal access in the most appropriate manner possible.

INBONIS will provide each Registered User with a link for the User to create his or her own password to access the Qualified Entity Platform. This password is personal and non-transferable. The responsibility for the use, assignment and confidentiality of the password is at all times the responsibility of the Registered User. For security reasons, it is important to note that INBONIS will never request the Registered User’s password by e-mail or by any other means of communication.

The Registered User’s personal data shall be provided by the latter in good faith, and responsibility for the veracity and validity of the same shall correspond exclusively to the Registered User. Any fraudulent information or falsification of identity will be considered as a falsification of a contractual document and will entitle INBONIS to take appropriate action. If the Registered User is a legal entity, its representatives must, under their sole responsibility, provide the password to the person with the relevant position and representation within that entity, with the legal entity being allowed access to the platform exclusively through the authorised natural person, and may not access the platform through robots, applications or computer systems. In any event, the legal entity will designate a legal representative in the specific conditions that it signs with INBONIS or a commercial agent with whom INBONIS works, and this person will be responsible for the use of the platform by the entity that he or she represents. INBONIS accepts no liability for damage caused by the use of identifiers and passwords by unauthorised persons, this being the responsibility of the person or entity registered as a Registered User.

Registered Users must choose the INBONIS Services they wish to access in accordance with the specific conditions signed between the Registered User and INBONIS or a commercial agent with whom INBONIS works.

INBONIS reserves the right to suspend or limit access to the INBONIS Qualified Entity Platform to a Registered User in the event of improper use of the INBONIS Services or in the event of non-compliance with these general terms and conditions or the specific terms and conditions of each Registered User. INBONIS reserves the right to withdraw the credentials granted to a Registered User, User name and login or password, for the same reasons and cannot be held liable for any damages incurred.

INBONIS will use reasonable efforts to ensure the security and confidentiality of its Website and the Qualified Entity Platform, but does not warrant that its services are free from errors, third party intrusions or other defects. INBONIS shall not be liable for any damage to equipment, software or data suffered by Registered Users as a result of the use of the Qualified Entity Platform or the Website. In the event that the INBONIS Website or the INBONIS Qualified Entity Platform are temporarily unavailable, due to repairs, modifications or updates to services or due to a lack of the supplies necessary to make them operational (networks, electricity, etc.), INBONIS shall assume no liability whatsoever.

It is strictly forbidden for Registered Users, whether for free access services or subscription-based access services, to maliciously or fraudulently access the INBONIS Website or the INBONIS Qualified Entity Platform, or to interfere with them by means of any software, robot, spider, routine or automatic system or similar without informing INBONIS in advance and obtaining prior written agreement from INBONIS. Any damage arising from non-compliance with this prohibition shall be your sole responsibility and shall entitle INBONIS to take appropriate legal action in defence of its rights and those of its clients.

5.- COMMITMENT OF THE REGISTERED USER

The Credit Rating Report may be accessed by subscription through the INBONIS Website. Registered Users who access the Credit Rating Report by subscription shall not publish, share, make publicly available, copy, alter or conceal the Credit Rating Report. The Credit Rating shall be used correctly and honestly by the Registered User.

Registered Users shall use the INBONIS Credit Rating Reports to issue their own assessments for decision-making purposes under their sole responsibility, and the distribution, dissemination, reproduction, transmission, sale, exploitation or transfer of the Rating Reports to third parties by any means or medium whatsoever is strictly prohibited, and they shall only use them for their own purposes, internal purposes or regulatory purposes. The Registered User shall be solely responsible for the consequences that may arise from such actions, as well as for ensuring the correct use of the Credit Rating Reports supplied, and must take the appropriate security measures to protect against unauthorised access or dissemination.

6.- FEES

Registered Users will sign with INBONIS or with a commercial agent with whom INBONIS works an access fee for the provision of the Services and access to the Credit Rating Reports, which will be set prior to the contracting of their services in the specific conditions and which will in no case be discriminatory in nature.

The fees set for the provision of INBONIS Services shall not depend on the level of the Credit Rating issued by INBONIS or any other result, nor on the result expected by the client or Registered User from the work carried out or the Credit Rating performed.

The fees established for the Credit Rating Services do not depend on other services acquired by the Registered User from INBONIS, and are therefore in any case independent of these, and the contracting of these services may not lead to a reduction in these fees. INBONIS reserves the right to change its rates at any time, and therefore any contracts contracted after the aforementioned change will be governed by the same rates, without this entailing any discrimination with respect to clients who contracted INBONIS services prior to the change in rates.

INBONIS also reserves the right to cancel access to a Credit Rating Report if the Service requested has been subscribed on the basis of incorrect or out-of-date rates, which must be corrected or updated in the contract prior to the provision of the service.

7.- INTELLECTUAL PROPERTY

The information, data and presentation included on the INBONIS Web Site and in the INBONIS Services are the property of INBONIS and are protected by European intellectual property regulations and by Royal Legislative Decree 1/1996, of 12 April, on Intellectual Property and Law 5/1998, of 6 March, on the Legal Protection of Databases, the object of protection being not only the Credit Rating Report, but also the data contained therein, and the compilation/systematisation of the data itself. Access to the information provided by INBONIS and to the Credit Rating Report does not imply the transfer of any other of the rights deriving from the Intellectual Property thereof.

Therefore, any type of distribution, dissemination, reproduction, transmission, sale, exploitation, communication or transfer to third parties by any means or medium of the Rating Report produced by INBONIS and the data contained therein is prohibited. This information is considered confidential and will be used exclusively by the Registered User for non-commercial purposes for his or her exclusive personal use. It is also forbidden for the Registered User to request a Credit Rating Report in the knowledge that it is going to be used by third parties, and to voluntarily or negligently allow third parties to make such requests.

The Registered User shall be solely responsible for the consequences that may arise from such actions, as well as for ensuring the correct use of the Credit Rating Reports provided, and must take appropriate security measures to protect against unauthorised access or dissemination.

These conditions only authorise the Registered User to access the information provided by INBONIS and do not include other intellectual property rights. For subsequent use for any other purpose, the Registered User must expressly request INBONIS to do so and obtain prior written consent from INBONIS.

8.- PRIVACY AND DATA PROTECTION

In accordance with the EU General Data Protection Regulation n. 679/2016 (GDPR) and Organic Law 3/2018 of 5 December on the Protection of Personal Data and the guarantee of digital rights, INBONIS will collect and process the personal data of Registered Users by automated means, in order to respond to Registered Users’ request for access to INBONIS Services. Contact between INBONIS and Registered Users will be made by remote communication, for which their consent is requested via the Website. The consent of Registered Users to this effect is mandatory and, without it, it will be impossible for INBONIS to respond to the request and provide access to its Services. Consent for the sending of advertising, commercial and information material related to INBONIS is not mandatory and Registered Users can access the same services without having to provide their data for this purpose.

Registered Users’ personal data will be processed appropriately and with the utmost confidentiality in order to guarantee the development, fulfilment and control of the freely accepted contractual relationship and may be communicated exclusively to members of the INBONIS Group for the same purposes as indicated above.

In accordance with the provisions of the GDPR, and Organic Law 3/2018, of 5 December, on the Protection of Personal Data and guarantee of digital rights, Registered Users have the following rights: access, rectification, deletion or cancellation of personal data, the right to oppose processing, the right to limit the processing of their data, as well as the right to data portability. In addition, Registered Users have the right to revoke their consent at any time, without affecting the lawfulness of the processing based on the consent prior to such revocation.

The full terms and conditions on privacy and data processing are available to the registered user at https://inbonis.com/privacy-policy/

9.- RESPONSIBILITIES

INBONIS Credit Rating Reports are based on information and data available to INBONIS at the date the credit assessments are issued from sources that INBONIS considers reliable and accurate, such as the public domain, third parties and internal INBONIS sources. Although INBONIS makes every effort to verify the data collected in order to produce its Services, some data may come from a variety of independent sources that may not be verifiable and over which INBONIS has no control. INBONIS reviews the information from a consistency perspective, but does not perform independent verification of such information and data.

Likewise, INBONIS guarantees both the legitimacy of the sources used in the preparation of the Credit Rating Report, and the procedures carried out for its creation, as well as the legality in the collection of the data, the compilation of which is adapted, where necessary, to compliance with the General Data Protection Regulation, but not the veracity or accuracy of such data.

INBONIS therefore accepts no liability for any inaccuracy, inconsistency, incompleteness or error in the data collected or provided by the qualified entity or by a related third party. In no event shall INBONIS or its directors, employees and other representatives be liable to any party for any damages related to or caused by the information provided.

Similarly, INBONIS does not guarantee the veracity of the data contained on its Website, Rated Entities Platform and Credit Rating Reports, as they are provided by and obtained from third parties, and does not market its Service for any specific purpose that the Registered User may have. Under no circumstances may the contents of the INBONIS Website, the Rated Entities Platform or the INBONIS Services be used as evidence before Courts and Tribunals or third parties.

Registered Users undertake to hold INBONIS harmless from any kind of liability for damages, compensation and expenses of any kind that may be incurred as a result of a breach of their obligations or a faulty use or interpretation of the Credit Rating Report provided by INBONIS. Registered Users acknowledge and accept that, in the event of non-compliance with this condition, INBONIS and any other company in its group cannot be held liable.

It shall be the sole responsibility of the Registered User and any third party associated with the Registered User using the Rating Services to independently and personally assess the suitability of an investment or transaction, or any other business decision relating to the entity being assessed, for which they may not rely solely on the INBONIS Rating Services. The Agency declines any liability or risk arising from the Registered User’s decision making in its economic operations, which shall be the sole responsibility of the Registered User.

In the event of damage caused by the fraudulent use of identifiers and passwords by unauthorised persons, INBONIS cannot be held liable, the responsibility being that of the person or entity registered as a Registered User.

Registered Users are solely responsible for the correct functioning of their computer equipment, data and software, as well as their connection to the network, and INBONIS limits itself to allowing access to their personal space within the Qualified Entity Platform. Furthermore, Registered Users are the sole guarantors of the compatibility of their hardware, software and connection to the services offered by INBONIS, and INBONIS accepts no liability for the Registered User’s temporary or permanent inability to access all or part of the INBONIS services. INBONIS shall not be liable for any damage to equipment, software or data suffered by Users as a result of using the application.

Registered Users acknowledge that they are fully informed of the possibility that INBONIS may suspend and/or modify their personal space at any time, temporarily or permanently, for technical, organisational or regulatory reasons, or in the event of non-compliance with these conditions for reasons attributable to the Registered User. INBONIS undertakes to provide the highest quality service possible to facilitate remote access by the Registered User to the Qualified Entity Platform, but does not guarantee that, for the aforementioned reasons, incidents may occur that prevent such access, and therefore does not guarantee the continuous and accurate operation of the Qualified Entity Platform. Registered Users acknowledge that they use the application as is, at their own risk and with full knowledge of these conditions.

Furthermore, INBONIS may temporarily withdraw, for monitoring or review purposes, one or more of its Credit Rating Reports, or withdraw them definitively before the end of the year stipulated in General Condition 3, without being held liable in any way.

In the event that INBONIS breaches its obligations intentionally or through gross negligence, and to the extent that this may cause damage to the Registered User or a related third party, INBONIS will only be liable up to the amount paid to access the Services provided by INBONIS by the Registered User.

Registered Users undertake to use the services offered by INBONIS diligently, in accordance with the Law and these conditions. They will be liable for any direct or indirect damage suffered by INBONIS as a result of failure to comply with their obligations. INBONIS accepts no liability for any use that does not comply with these conditions and reserves the right to terminate its relationship with the Registered User if the latter breaches these conditions.

INBONIS also reserves the right to block free navigation of the Website or the Rated Entities Platform, as well as the right to cancel the access codes and use of the same and the supply of the Credit Rating Report requested for any type of violation or breach by the Registered User of any of the latter’s obligations contained in these terms and conditions and those of the specific conditions signed by the Registered User.

10.- ACCEPTANCE AND MODIFICATION OF GENERAL TERMS AND CONDITIONS

By accepting these terms and conditions, Registered Users declare that they have read, understood and accept these terms and conditions and that they have prior knowledge of them before using the Qualified Entity Platform through their personal access. By clicking on the box “I accept these terms and conditions and give my consent to INBONIS to respond to my request”, Registered Users confirm that they have read and expressly accept them. They also undertake to respect these terms and conditions at all times and in all circumstances from the first use or browsing, and are fully aware of the obligations and responsibilities arising from them for the User.

INBONIS reserves the right to modify and update access to the Qualified Entity Platform at any time, as well as to modify its technical characteristics and these general terms and conditions, which Registered Users expressly accept. INBONIS will endeavour to inform Registered Users of any changes or modifications made as soon as possible, safeguarding their rights during such communication. INBONIS reserves the right to add, delete, modify, revise and/or replace the services it provides and the requirements for access to its Services, or the means of controlling access to such Services.

11.- FORCE MAJEURE

Duly accredited cases of force majeure that prevent INBONIS from continuing to provide the Services must be notified immediately to the Registered User for his or her knowledge. Strikes by INBONIS staff, as well as blockages or interruptions in the operation of INBONIS’s technical and IT resources and electricity supplies and telecommunications services, as well as those that are considered as such in accordance with the provisions of the Civil Code, are considered to be force majeure. INBONIS will inform the Registered User as soon as possible of the occurrence of such events, indicating their nature and expected duration, making every effort to re-establish the service as soon as possible.

12.- NON-WAIVER

The fact that INBONIS does not immediately complain about a possible violation or breach of any provision of these general terms and conditions by a Registered User shall not be considered as consent or tolerance of such actions, nor does it imply that INBONIS waives its right to complain about such violation or breach in the future.

13.- GENERAL CLAUSES

The address for the purpose of notifications between the signatory parties shall be that indicated by both parties in the Particular Conditions. Any change of address must be communicated to the other party by any written means that provides proof of receipt.

This Contract is drawn up in Spanish, the official language of the nationality of INBONIS.

The Contract is subject to Spanish civil and commercial contracting regulations, to the exclusion of any other national or international civil and commercial law or jurisdiction. In all matters not provided for herein, the parties submit to the aforementioned regulations.

The parties, expressly waiving any other jurisdiction that may correspond to them, expressly submit to the jurisdiction and competence of the Courts of the city of Madrid for all matters that may arise from the validity, interpretation or fulfilment of this Contract.