Legal bases

SECOND CALL OF THE MASVENTURES PROGRAM - 2020

1 – INTRODUCTION

Grupo MASMOVIL, the fourth telecommunications operator in Spain with more than 7.5 million customers, in collaboration with Inveready Capital Company, S.L. (henceforth «Inveready»), one of the most important seed Venture Capital in our country, have launched «MASVENTURES». This is a newly open innovation platform that will act as an innovation driver within Grupo MASMOVIL, and that will enhance the commercial relationship and investment in start-ups focused on the new technologies sector.

With this initiative, Grupo MASMOVIL, which was born as a start-up in 2006, has launched the development of its open innovation strategy through a “Corporate Venturing” model. This formula will allow the identification of new models and disruptive technologies in an agile and efficient way. Thus, understanding the great value that start-ups and entrepreneurs can bring to the Group.

As part of MASVENTURES, the SECOND CALL OF THE STARTUPS COLLABORATION PROGRAM (henceforth “the Program”) has been launched.

2 – OBJECTIVE OF THE PROGRAM

The entity XFERA MÓVILES, SAU, with CIF A-82528548, registered at the Avenida de la Vega, nº 15, 28108, Alcobendas, Madrid office (henceforth, «ORGANISER» or «GRUPO MASMOVIL») organizes a COLLABORATION PROGRAM for projects, companies or start-ups, named in this document as “Projects or Project” to refer to any of these designations.

The objective of the Program is to identify solutions that can provide value to GRUPO MASMOVIL in one way or another. For example, through the incorporation of a new product or service for the improvement of processes or operations or for the improvement of profit margins or reduction of costs, work together to validate the opportunity for integration and implementation of a pilot and evaluate the potential investment in the projects.

The Program will be governed by the Terms described herein, which, by the mere fact of submitting your application, the rules will be understood as accepted without any reservations by the participants.

3 – PARTICIPATION IN THE PROGRAM

Participation in the Program is voluntary and free.
Individuals or legal entities that meet the following requirements can participate in the Program (henceforth the «Participants»):

  • In case of natural persons, they must be of legal age and have full capacity to work.
  • In case of legal persons, they must be duly constituted and not be incurred due to dissolution.
  • To be up to date with its obligations with the Tax Agency, with the local administration and with the Treasury of the Social Security.
  • Have formalized the enrolment in the Program in a timely manner, completing all the required information.

Participants who, in an original or certain manner, fail to comply with any of these requirements may be eliminated at any time as Participants of the Program, losing any option to continue in it.

The data that Participants provide when registering in the Program must be truthful. Participants who complete incorrect or incomplete data will lose their chance of participating in the Program.

The ORGANISER reserves the right to eliminate, without prior notice, all Participants who manifest, through acts or omissions, fraudulent, abusive or contrary to law, rights of third parties and / or good faith. Also, the ORGANISER may eliminate those Participants who carry out fraudulent actions destined to obtain a higher score or to alter in either way the results of the Program, in their own favour or not.

The «Participants of the Program» must present a business project (the “Project”) as indicated in the section “REGISTRATION OF THE PROJECTS”.
The Project must meet the following requirements:

a) To be presented by companies incorporated with no seniority limit or business projects promoted by persons or group of persons acting as unincorporated businesses.

b) It must have a technological base or incorporate some element with an innovative feature that will have to be described in the inscription.

c) It must be a profit-orientated business.

d) Although it is not an essential requirement, the international vocation of the Project will be positively valued, as a means of fostering the global business culture.

e) It must not contain contents subject to intellectual or industrial property rights of third parties for which the authorization or license has not been obtained.

f) It must not be, nor have any content contrary to law, morality or public order, incite racism, xenophobia, gender violence, and homophobia. Also, attempt against human dignity, the right to honour, personal and family privacy and to one’s own image, to violate the principle of non-discrimination based on race, sex, religion, opinion, nationality, disability or any other personal or social circumstance, as well as other values or rights. The ORGANISER reserves the right to remove from the Program the Projects that, in their own discretion, contain images or contents of such nature.
In the event that any Project, selected or not, fails to comply with these requirements and/ or violate the rights of third parties of any nature, the Participant will respond personally, assuming full responsibility, exempting from any liability and without affecting the ORGANISER.

In any case, the ORGANISER reserves the right not to admit to the Program or to eliminate the Projects or the Participants that, according to their own and free criteria, do not meet the technical and/or legal requirements.

4 – REGISTRATION OF THE PROJECTS

To participate in the Program, the applicant must send an e-mail to the address info@masventures.com, expressing their willingness to participate in the Program, and indicating in the subject of the mentioned e-mail: «REQUEST FOR PARTICIPATION IN MASVENTURES 2020».

The applicant must specify and attach, at least, the following information:

  • The name of the natural or legal person representing the Project.
  • NIF or VAT number of the natural or legal person which applies to the Program
  • Contact information
  • Description of the Project presented to the Program
  • Any other information considered relevant for the evaluation of the project (e.g. investor deck)

5 – EVALUATION OF CANDIDATE APPLICATIONS

All applications received will be analysed in the same way.

First, it will be confirmed that they meet all participation requirements and that they accept the conditions set forth in these rules.

Subsequently, an internal evaluation committee made up of technical personnel appointed by GRUPO MASMOVIL (henceforth “Evaluation Committee”) , will analyse the Projects based on the criteria defined in the section “EVALUATION CRITERIA”, obtaining a classification of all the candidates.

Any of the Projects that have obtained the best score, may be required new or different information in order to clarify or expand some aspect of their application, and personal interviews might be arranged if the Evaluation Committee require them.

6 – EVALUATION CRITERIA

  • Creativity and innovation criteria
    • Advances in technology development
    • Degree of innovation and differentiation of the business model compared to the existing competition
  • Criteria regarding the entrepreneur team
    • Clear competencies and capabilities for business success
    • Team background
    • Knowledge of the industry and/ or scope of the Project
    • Commitment and dedication of the team with the Project
  • Business criteria
    • Potential market and possibilities for growth and profitability in relation to the telecommunications market or complementary activities in a broad sense
    • Expected return, additional investment and risk analysis
    • Marketing method
  • Economic impact and scope of the Project
  • International projection

7 – SELECTED PROJECTS

The Evaluation Committee, together with the GRUPO MASMOVIL management team will select the Projects that can be better integrated and that are more likely to achieve the objectives set by the Program. There will not be a maximum nor a minimum number of Projects selected for the Program.

The projects proposed as participants, will be informed of this circumstance and to be confirmed, they must sign an agreement of participation in which they are committed to participate actively in the Program, under the conditions set by these rules and that there is no circumstance that has changed.

The ORGANISER reserves the right to postpone the program, or cancel it if it considers that none of the proposed projects meets the necessary requirements.

8 – SCHEDULE

The deadline for registration of candidacies for the Program begins on February 17th of 2020 at 0:00 a.m. until December 31st, 2020 at 23:59 a.m.

The Projects will be analyzed and evaluated from the moment they are received by GRUPO MASMÓVIL, and may be analyzed until 30 days after the end of the registration deadline.

GRUPO MASMOVIL may select at any time the Projects considered that can be better integrated and that are more likely to achieve the objectives set by the Program

These dates may be modified without prior notice if circumstances so require.

9 – BENEFITS FOR PARTICIPANTS

The selected projects will receive the following benefits:

  • Implementation of a pilot with GRUPO MASMOVIL
    • Joint work to define and execute a pilot in actual test environments defined with the technical and/ or operational team of GRUPO MASMOVIL.
    • Joint work to integrate the Project within the GRUPO MASMOVIL
    • In collaboration with the operational departments of the GRUPO MASMOVIL
    • Access to experts involved in your area of activity
  • Possibility of Investment
    • GRUPO MASMOVIL and Inveready have allocated funds to invest in projects that fit their portfolio and have been successful in the pilot phase. The investment conditions will be jointly agreed between Investor and Invested.
  • Demoday
    • Opportunity to present the results of the Project in the Final Demoday of the Program, maximizing its visibility.

The aforementioned periods as well as the number of sessions are indicative and will be subject to the availability and capacity of the ORGANISER.

10 – ACCEPTANCE OF THE TERMS

All participants, for the mere participation in the Program, declare to know and accept in full these Terms. All participants expressly waive any challenge to the provisions contemplated in these Terms.

Any situation not resolved in these Terms will be raised directly to the ORGANISER, which will decide the solution to the proposed incident, which at all times will be binding to the established Terms and which will be communicated in writing to the affected participant.

11 – INTELLECTUAL PROPERTY AND INDUSTRIAL PROPERTY OF THE CONTENTS

The intellectual and/or industrial property of the submitted projects will belong to the participants who submitted them.
Participants in the Program must:

  • Respond for the authorship and originality of the works presented, as well as the copyright and other intellectual or industrial property rights on any materials, products and / or computer programs or software (whether in print or machine format.
  • Not infringe any third party right, whether industrial property, intellectual or any other.
  • Recognize that they are the owners, or legitimate assignees, also of the full ownership of the media of any kind, including but not limited to the documentation and any media or materials of the analog, magnetic and / or digital type, in which they materialize and settle, totally or partially, the object of the Project
  • Guarantee that they are the owners of intellectual and / or industrial property rights related to the ideas they present to the Program and of all creations, databases, tools, methodologies, processes, technologies, Know-How, software and products in general.

The Participants authorise the ORGANISER to invite specialised press and/or generalist to cover the different phases, acts and events that take place during the Program. Similarly, all the Participants, during the different stages of the Program, authorise the ORGANISER to disseminate and publish their image, name, surnames and city of residence, as well as references, across the Internet and in specialised and/or general press media, as well as key references or basic information of your Project.

12 – RESERVATION OF RIGHTS OF THE ORGANIZATION

In case of error, misunderstanding or conflict in relation to the functioning of any part of the Program, the decision made by the ORGANISER will be conclusive and final. In the event that the development of this activity is affected by fortuitous events or force majeure, or cannot be carried out because of the present, foreseeable or supposed breach of any applicable Law or norm, the ORGANISER may cancel all or any part of the Program without the participants being able to make any claim for it.

The ORGANISER reserves the right to modify these Terms in at any time.

13 – CONFIDENTIALITY

13.1. All information related to this call, as well as the agreements, pre-agreements, emails exchanged between the parties or third parties involved, will be completely confidential. Only those persons expressly authorized by the signatories of this call and those who were authorized by them will have access to the indicated information.

13.2. Participants in the Program authorize the ORGANISER to share the Confidential Information with Inveready, as a collaborator of the Program, as well as to third-party collaborators of the Program in their capacity as evaluators, judges or mentors.

13.3. Likewise, as established in point “11. INTELLECTUAL PROPERTY AND INDUSTRIAL PROPERTY OF THE CONTENTS”, the Participants authorize the ORGANISER to invite specialized and / or generalist press to cover the different phases, acts and events that take place during the Program. In the same way, all the Participants, during the different stages of the Program, authorize the ORGANISER to disseminate and publish their image, name, surname and city of residence, as well as references through the internet and in specialized and general media. Essential or basic to your Project.

13.4. During the term of this relationship, either Party, either ORGANISER or Participants (the Reporting Party) may provide Confidential Information to the other Party (the Receiving Party). The Receiving Party will treat and keep all Confidential Information in secret and under confidentiality and, except in accordance with the provisions of these Terms, will not communicate or disclose directly or indirectly, whether in writing, by word or in any other way. , such Confidential Information to any person without the prior written consent of the Reporting Party.

13.5. For the purposes of these Legal Terms, Confidential Information means all the information that the Parties have provided in relation to this call, including, without limitation, any information related to computer systems, operations, plans, intentions, market opportunities, knowledge, trade secrets and business matters in any way, whether it is oral, tangible or in the form of a document and, if it is tangible or in the form of a document, whether it is qualified or identified as property or not, referred to a Party or its Agents (the “Reporting Party”) and / or the business carried out, or that is intended to be carried out, by the Reporting Party and that, in relation to this call, said Party makes available to the other Party or its Agents (the “Receiving Party”); as well as the information recorded in approved minutes after orally informing the Receiving Party and any other information that has otherwise been provided by the Reporting Party (or its Agents) to the Receiving Party (or its Agents), including any information, analysis or derived specification that contains or reflects such information. However, the above is excluded the information that:

  • Is public at the time of providing the information;
  • Is in the possession of the Receiving Party and / or its employees or Agents prior to being disclosed and free of any restriction of use, provided that this fact can be demonstrated by written record or any other reliable evidence; or
  • Has been provided to the Receiving Party and / or its employees or Agents by a source other than the Reporting Party, said source not being limited, as to such information, by any duty of confidentiality, direct or indirect, and whenever This fact can be demonstrated by written record or any other reliable evidence.

13.6. The Receiving Party will use the Confidential Information for the sole purpose of fulfilling its obligations in accordance with the provisions of these Legal Terms.

13.7. Notwithstanding the preceding paragraph, the Receiving Party may provide Confidential Information:

  • to those of its Agents and / or employees who strictly need to know the Confidential Information for the purpose established in this clause, provided that the Receiving Party guarantees that said Agents or employees have been informed of their confidentiality before providing any part of the Information Confidential, remaining these, bound by a duty of confidentiality with the Informing Party under the terms established in these Legal Terms. The Receiving Party shall at all times be responsible for any action by said Agents or employees that could be considered as a breach of these Legal Terms; or
  • Provided that it is required by the applicable legislation or regulations of any regulatory and / or supervisory body, subject to the provisions of the following section.

13.8. In the event that the Receiving Party is required to provide any Confidential Information in accordance with the provisions of the preceding section, it must notify the Reporting Party within a maximum period of 48 business hours counted from said requirement, so that the Reporting Party may oppose such requirement through appropriate legal means. For these purposes, the Receiving Party shall cooperate at all times with the Reporting Party.

13.9. In the event that any Confidential Information is copied, provided or used in a manner other than that permitted in this call for cause attributable to the receiving party, and notwithstanding any right or resource of the Informing Party, the Receiving Party shall notify it to the Reporting Party within a maximum period of 48 business hours counted from the knowledge of such fact and, if requested by the Reporting Party, the Receiving Party shall take the necessary measures, including the initiation of legal actions, to remedy said breach and / or, if this is not possible, prevent more information from being copied, provided or used without authorization.

13.10. Notwithstanding any other right or remedy held by the Reporting Party, such Party shall be entitled to exercise any judicial actions, executions or other means comparable in law which are necessary to prevent any breach by the Receiving Party or its Agents of the provisions set forth herein. Proof of specific damages will not be necessary to ensure that the rights provided therein are contemplated.

13.11. The obligations of this Confidentiality Clause will remain indefinitely even after the termination of this Agreement.

14 – DATA PROTECTION

14.1. The responsible for the processing of personal data is XFERA MÓVILES, S.A.U. with A-82528548 and domiciled in Avenida de la Vega No. 15, 28108 Alcobendas, Madrid. GRUPO MASMOVIL guarantees that it complies with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons 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) and Ley Orgánica 3/2018, de 5 de diciembre, de Protección de Datos Personales y garantía de los derechos digitales (L.O. 3/2018).
The personal data provided by the Participants will be treated with the sole purpose of maintaining and managing their Participation in the Program, which may imply the publication of their data as a Participant.

14.2. The data communicated by the Participants to GRUPO MASMOVIL, as well as those of GRUPO MASMOVIL or Inveready communicated to the Participants, will be treated in order to maintain and manage the relationship between the Parties, contact the other Party for the purposes of this call and for the correct execution of the rights and obligations established therein. Once the relationship is over, these data will be blocked for the necessary time and in the terms provided in the applicable regulations, after which they must be destroyed.

14.3. Each of the Parties undertakes:

  • To manage the personal data received from the other in accordance with current regulations on data protection, as well as any development regulations, good practices or certification schemes that may be developed with respect to it;
  • To provide to the employees or collaborators whose personal data are subject to communication to the other Party the information required by the GDPR, so that the receiving Party of such data is not obliged to provide the information provided in paragraphs 1 to 4 of the article 14 of the GDPR.
  • To always maintain the confidentiality of personal data. Consequently, both Parties are obliged to inform their employees and collaborators about the confidential nature of said data and to require said employees and collaborators to keep said information confidential.

14.4. Each Party shall provide the other Party, upon request, with all reasonable assistance, information and cooperation in relation to the personal data transferred between them, including:

  • To demonstrate compliance with the Data Protection Regulations in relation to data shared under this clause;
  • In relation to any claim and / or exercise of rights by the owners of the data in accordance with the data protection regulations or in relation to any investigation or procedure by the competent authority, related to the treatment by the other Party of the data assigned under this call
  • In case a violation of the security of personal data takes place, so that the other Party can duly fulfill its obligations in accordance with the data protection regulations.

14.5. It is expressly prohibited the transfer to third parties of the personal data obtained in accordance with the provisions of this call, except in those cases in which the transfer is necessary for the execution of it to Inveready or to comply with a legal obligation.

14.6. The persons to whom this personal data refers may exercise their rights of access, rectification, deletion, limitation of processing, portability and, where appropriate, opposition to automated individual decisions before the other Party, by contacting the Data Protection Delegate from GRUPO MASMOVIL by sending a written communication to dpo@masmovil.com
Likewise, Participants can file a complaint with the Spanish Agency for Data Protection.

14.7. To the extent that, in order to comply with the provisions of the call, one of the Parties requires access to and processing of personal data for which the other Party is responsible, the Parties undertake to comply with the provisions of articles 28 GDPR and 33 LO 3/2018. For these purposes, the Parties will sign, where appropriate, a custom treatment agreement that will be attached as an Annex, with the corresponding ordinal number, to this call.

14.8. The obligations contained in this clause are essential obligations of this call. Therefore, any breach thereof, by any of the parties, will constitute a very serious violation of this call and will give the right to the affected Party to resolve it immediately and without penalty or cost, notwithstanding their right to exercise the appropriate actions to guarantee the compensation of the damages and losses derived from the infraction.

15 – NULLITY OF CLAUSES

If any clause of these Terms is declared, totally or partially, null or ineffective, such nullity or inefficacy will affect only that provision or part of it that is null or ineffective, subsisting in all other parts the rest of the Terms and having such provision or the part of it that is affected by not being applied, except that, because it is essential to these Terms, it should affect them in a comprehensive manner.

16 – JURISDICTION AND COURTS

These Terms will be interpreted and prevailed in accordance with Spanish legislation. For any litigious issue arising from the existence, access, use or content of the Terms, both the participant and the ORGANISER, expressly renounce any other jurisdiction that may apply, submitting to the jurisdiction and exclusive jurisdiction of the Courts and Tribunals of Madrid.

Publication Date: February 17th, 2020