SANTANDER TRADE NETWORK TERMS AND CONDITIONS

PURPOSE AND SCOPE

The current General Conditions have the purpose of establishing the terms and conditions that will govern the relationship between Banco Santander S.A., a financial institution registered with the Bank of Spain (Banco de España) under number 0049, with registered offices at Paseo de Pereda 9-12 Santander, and Tax Identification Number A-39000013 (hereinafter "Santander Group"), and the users of the Santander Trade Network service offered by the Santander Group through https://network.santander.com .

DEFINITIONS

For the purposes of this document, the terms detailed below will have the specific meaning indicated for each of them:

  • Website : The public website available at https://network.santander.com .
  • Services : The professional services that the Website proposes to its users.
  • Networking Services : Services that imply the approach of numerous potential counterpart companies in the target country: agenda services, organising promotion for an exhibitor in a tradeshow, showroom promotion, etc.
  • Platform : The digital Platform developed by Export Enterprises S.A. that organises the provision of the Services. The Platform offers tool that enables communication and exchange of information, submission of offers and tracking of projects between Service Professionals and potential customers that intend to set up or market products and/or services in a given overseas country. It can be reached after logging into https://network.santander.com .
  • Service Professional : An established service professional in an overseas country that has entered into a partnership agreement with Santander Group and has registered within the Platform as a possible vendor for a series of Services.
  • Members : International oriented companies that seek to expand their activities, products and/or services overseas and use the Platform to originate Service requests and implementations. Members are required to be Santander clients.
  • Santander Group : Refers to Banco Santander S.A. and the entities of which Banco Santander is the owner or in which it holds the controlling interest (“property of” or “controlled by”) or which are under common control or in co-ownership with a third party where “control” means direct or indirect possession of the power to mange and set the policies of a company, either through voting rights, under contract or any other form of control. (“Subsidiaries”).

DESCRIPTION OF SERVICES :

1. By registering in the application Santander Trade Network, the Member will have access to the Platform which allows it to interact with Service Professionals from different sectors in third countries, with the aim of enabling the Member to establish or commercialise its products and/or services there. Through this tool, the Members will be able to reach Service Professionals offering the following services:

MARKETING AND COMMUNICATION SERVICES

  1. Market research
  2. Communication Plan
  3. Marketing Plan
  4. Search Engine Optimization (SEO)

NETWORKING SERVICES

  1. Commercial Agenda
  2. Showroom
  3. International fairs

BUSINESS CENTRE SERVICES

  1. Virtual Office
  2. Business Open Space Technology (OST)
  3. Business Meeting Space (3rd party and Santander spaces/infrastructures)

FINANCIAL SERVICES

BUSINESS MANAGEMENT SERVICES

  1. Visas & Immigration
  2. Legal
  3. Recruiting
  4. Accounting & Finance

Other services that may be added to the above catalogue in accordance with the provisions of the General Conditions, the Special Conditions (if any) that may be applicable and those agreed in any partnership agreement it may have signed with Santander Group.

The purpose of Santander Trade Network is to help the Santander Group customers to expand to third countries. For that reason, the tool allows (i) interaction with established suppliers in those countries (the Service Professionals), (ii) comparison, negotiation and the acceptance of offers, (iii) communication and the tracking and execution procedures of the projects hired through Santander Trade Network, (iv) rating of the Service Professionals.

2. Once the registration process is completed, the Member will have an account in the Platform where it can access information about the Services offered by the Service Professionals in third countries, post request for Services, compare offers from Service Professionals, assign a Service to a Service Professional, post information about its products or services. Moreover, the Platform allows the communication and exchange of information with the Service Professionals selected by the Member. The Member will be able to accept offers and manage and execute the corresponding projects through the Platform, in which case, it will be able to enjoy discounts and favourable conditions offered by the Suppliers to the members of Santander Trade Network.

3. The Santander Group will be able to access the information about projects, offers and commercial relationships established by the Members through the Platform with the aim of tracking the projects and the compliance with the obligations by the Service Professionals, as well as to improve Santander Trade Network and the services provided by the Santander Group.

4. In any case, the Santander Group acts merely as an intermediary between the Members and the Service Professionals by making available a Platform for them to communicate, exchange information and contact each other. The Santander Group will not be a part of any agreement reached between Members and Service Professionals. Subsequently Santander Group will in no case be responsible for the correct delivery of services or failure to comply with the agreement between the Member and the Service Professional.

5. Santander Group reserves the right to restrict, reject or refuse permission for provision of Services offered to a Member through Santander Trade Network at any time and without prior notice in the event that the said Member infringes these General Conditions, if the Member is declared insolvent or is incapable of meeting its obligations of any kind whatsoever, engages in activities contrary to the corporate philosophy of Santander Group or is involved in administrative or judicial proceedings which, due to their importance or public notoriety, could entail impairment of its good name, public image or reputation if the Supplier’s services are provided through the platform, and in general when said services could be detrimental to operation of the platform.

REGISTRATION PROCESS

1. The Members, who must be clients of the Santander Group, will access the Platform directly from their Santander ebanking (link to Santander Trade); there they will be proposed to create a “direct access profile/account” that will allow them to join the Platform directly (i.e. without going through the e-banking) by logging in to https://santandertrade.com.The members commit to complete these steps with true, updated and real information.

2. The Members, who must be clients of the Santander Group, can also be invited by colleagues (already Members) or Santander admin staff. They will receive an email with a personal code to activate their Santander Trade Account by choosing a password.

3. Joining the Platform implies that the Member has read and accept these General Conditions and the Particular Conditions which may be applicable to Santander Trade Network and, subsequently.

4. Once registration has been completed the Members may access their account in the Platform by using the user name and password selected during the previous step. The Members shall maintain their password in secret to prevent access to its information by unauthorised third parties.

OBLIGATIONS OF THE MEMBER

1. The Member commits to use its Santander Trade account in accordance with these General Conditions and the Particular Conditions that may be applicable.

2. The Member will not use the materials and information contained in the Platform for illicit purposes expressly banned in these General Conditions, or in any way contrary to the rights and interests of the Santander Group, the Service Professionals and the fellow Members of Santander Trade Network.

3. The Member will respond to the Santander Group or third parties in case of contravening or breaching the previous obligations and/or in any way (including the introduction or spreading of computer viruses) harming, disabling, overloading, deteriorating or preventing the normal usage of the materials and information contained in the Services, the Electronic Platform, the information services or the documents, files and all kind of contents stored in any computer equipment (hacking) of the Santander Group or the electronic platform supplier, its Members or any other user. The Member commits, including but not limited to:

a) Not to introduce or spread data programmes in the network (viruses and harmful software) which could cause damage in the computer systems of the access professional, its suppliers or third party users of the Platform and Website.

b) Not to introduce, transmit or make available to third parties any kind of information, element or content against fundamental rights and public liberties recognised by the constitution and in the international treaties.

c) Not to spread, transmit or make available to third parties any kind of information, element or content that constitutes illicit or unfair advertising.

d) Not to transmit unsolicited or unauthorised advertising, advertising material, “junk emails”, “chain letters”, “pyramid schemes” or any other form of solicitation, except in the areas exclusively designed with that purpose (such as commercial spaces).

e) Not to introduce or spread any false information or contents, equivocal or inexact which could mislead the receivers of the information.

f) Not to impersonate other Members or Service Professionals of Santander Trade Network.

g) Not to spread, transmit of make available to third parties any kind of information, element or content representing a violation of the intellectual and industrial property rights, licences, trademarks or copyright corresponding to the owners of https://santandertrade.com,, the electronic platform or the services.

h) Not to introduce, transmit or make available to third parties any kind of information, element or content representing a violation of the secrecy of communications and the legislation of personal data protection.

In any case, the Santander Group will not be responsible for the information, comments and/or opinions expressed or exchanged by the members through Santander Trade Network.

INTELLECTUAL, INDUSTRIAL AND IMAGE PROPERTY RIGHTS

1. The Member acknowledges that the intellectual and industrial property rights of Santander Trade Network are owned by Santander Group and that he does not hold any rights over them, except those necessary for the Service delivery. Hence, Members cannot copy, reproduce, distribute and/or publish elements of Santander Trade Network without previous authorisation from the Santander Group. Moreover, they acknowledge that the electronic Platform that supports the service is owned by Export Enterprises S.A. and that they do not have any intellectual property right over it derived from the registration in and use of Santander Trade Network services.

2. All the names, designs and/or logotypes that compose the web site www.santandertrade.com are duly registered trademarks. Their inappropriate use by a person other than their rightful owner will be prosecuted according to the current legislation. Intellectual property rights and third-party trademarks are conveniently highlighted and must be respected by any person who accesses the Web site. Downloading, copying or printing contents is allowed only for personal and private use.

3. The Member commits to save harmless the Santander Group for any claims, judicial or extrajudicial, from third parties based on the breach of intellectual, industrial or image property rights upon non-compliance with this clause.

DATA PROTECTION

1. The personal data provided by the Member for the purpose of Santander Trade Network will be included in a file whose ownership corresponds to the Santander Group for the delivery of the Services regulated by these General Conditions. The information may also be used for the promotion and sending of commercial information about the financial products and services offered by the Santander Group as well as to conduct surveys, statistics, market trend analyses and tracking the Member's browsing preferences through the Electronic Platform with the aim of customising and improving its services.

2. The Member is informed of their right of opposition, access, rectification and cancellation of their personal data under the terms provided by Law. They can exercise this right by sending a letter addressed to Customer Services, at Gran Vía Santander, Gran Vía de Hortaleza, nº 3, 28033. The delivery of the data requested in relation to this document is compulsory and Banco Santander, S.A., located in the above-mentioned address, will be responsible for the file.

3. The Member is the only responsible for the veracity, correction and legality of the information sent to the Santander Group and commits to keep all the information delivered up to date for the access to the Electronic Platform and during its use. If the Member supplied any false, inexact or incomplete information, or if the Santander Group had enough reasons to suspect that the information is false, inexact or incomplete, it will have the right to cancel the account and deny the access and present or future use of the Electronic Platform.

SUSPENSION AND TERMINATION OF SERVICES

The Santander Group has the right to suspend, in a permanent or temporary manner, the access to Santander Trade Network or to immediately cancel a Member's account if the Member infringes any of the obligations undertaken under these General Conditions. In any of the circumstances described previously, the Santander Group will be entitled to compensation for any loss or damage suffered due to infringement by the Member. In any case, the suspension or termination of the Santander Trade Network Service will not affect the execution of projects or service delivery initiated prior to the suspension or termination.

TECHNICAL REQUIREMENTS

The Platform is available through main current versions of web browsers: Chrome, Firefox and Internet Explorer (operational for IE8 but fully designed for IE9+).

EXCLUSION AND LIMITATION OF LIABILITY

1. The Santander Group will make available the Platform for the Members as well as the possibility of searching, communicating, accepting offers and tracking and executing the Projects hired through Santander Trade Services. Nonetheless, the Santander Group does not guarantee permanent access to the Platform. The access and use of the Platform may be interrupted when it is necessary for the development of technical improvements or maintenance. The Santander Group will not be liable before the Member for any damage this circumstance may cause. In any case, the Santander Group will not be liable for any breakdown, interruption or error in the Services for causes attributable to third parties such as communications operators or Internet access Service Professionals.

2. The Santander Group will not be liable for the completeness and accuracy of the information provided by its Members through the Santander Trade Network Service, not being responsible for any loss or damage that may derive from the access and use of the services.

3. The Member accepts that the Electronic Platform through which the Services are offered has been elaborated in good faith by Export Enterprises S.A. and that it may contain inaccuracies or mistakes that will be amended by this entity.

4. The Santander Group will in no case be responsible for the commercial relationships, contracts or information exchanged between Members and Service Professionals. Any contract or commercial relationship derived from the interrelation in Santander Trade Network will be governed by the conditions agreed by the parts involved. In no case the Santander Group will be responsible for the infringement or correct delivery or execution of the Services that the parties may have hired with each other.

MODIFICATIONS

The Santander Group reserves the right to modify the presentation or settings of the Santander Trade Network Services, these General Conditions and the Particular Conditions that may exist. To do so, the inclusion of the modifications in the texts of the General or Particular Conditions and/or the web site will suffice, and access to the Platform by the Member will be considered as the express and complete acceptance without reservations of the whole of the content of the modifications.

APPLICABLE LAWS AND COMPETENT JURISDICTION

1. The Contract and all the relationships between the parties are governed by Spanish laws.

2. The Member and the Santander Group submit themselves in an express and formal manner, for any issue related to compliance with, execution and/or interpretation of the Contract, to the courts of Madrid, expressly waiving any other jurisdiction they may be entitled to.

IMAGE CREDIT

Tower Bridge Photo by David Lliff. License - CC-BY-SA