CENTRAL MERCANTILE REGISTER CB NIF - E-87599742 C/ PRINCIPE DE VERGARA, Nº 94 28006 - MADRID Tfno.- 902.88.44.42 Fax.- 91.563.69.26 AGREEMENT FOR THE ACCESS TO MERCANTILE INFORMATION FROM THE CENTRAL MERCANTILE REGISTER THE PARTIES NAME:....., of legal age, as a title-holder of the Central Mercantile Register, whose offices are in Madrid, on Príncipe de Vergara 94. NAME:....., of legal age, whose Tax Identification Number is..., in his capacity as...., of the company...., whose Tax Identification Number is... (hereinafter, the subscriber). The purpose of the Central Mercantile Register (hereinafter referred to as the RMC), is the arrangement, processing and publicity, for informative purposes only, of the data forwarded by the Regional Mercantile Registers, and the Registry operations (addition to the database of the RMC of temporary reservations, transformation into permanent, renewal and cancellation) of names of companies and legal entities, as well as publicity of the already mentioned. The RMC may also supply information of the General Record of Properties, according to the Resolution of the General Direction of Registrars and Notaries dated 13 th January 1998. THEY AGREE That in accordance with section 17 of the Ministerial Order dated the 30th December 1991, the Central Mercantile Register shall supply mercantile information relative to corporate documents recorded in the Regional Mercantile Registers and forwarded by these to the aforementioned Central Mercantile Register, as well as information from the Section on Company names, in the manner and conditions described below: 1. INFORMATION FROM THE SECTION ON COMPANY NAMES: The results of the name consultation shall be for informative purposes only and shall be limited to the statement on whether the referenced name is registered or not in the Section on Company Names. The contents of the aforementioned consultation shall neither condition nor prejudice the subsequent rating of the Central Mercantile Registrar, who shall issue the corresponding certification as appropriate. Such rating takes into account not only absolute identity criteria, but must also comply with articles 398 and subsequent RRM. 2. INFORMATION FROM THE SECTION ON REGISTERED COMPANIES: The RMC guarantees solely that the data contained in its data base is that which has been submitted by the Regional Mercantile Registers. When data has been published in the BORME (Official Gazette of the Mercantile Register), and it has been specifically requested, this shall be so indicated. 1
3. The connection between the subscriber and the RMC, through the INTERNET network or whichever transmission system may substitute or complement these in the future. In this manner the information requested may be obtained by means of the corresponding consultation through the subscriber s terminal. 4. The Central Mercantile Register shall supply the code for access to information upon the execution of this Agreement. 5. It shall be the responsibility of the subscriber to ensure that his equipment has the necessary technical characteristics for access to information from the Central Mercantile Register. 6. Consultations may be effected twenty-four hours a day, including holidays. 7. The RMC reserves the right to discontinue the service due to reasons beyond its control, or by virtue of resolutions adopted by the telecommunication provider upon which this service depends. 8. The subscriber shall have the exclusive responsibility for the appropriate use of the access code provided by the RMC, as well as for keeping this confidential. 9. The subscriber may neither assign this Agreement totally or partially. The information obtained from the RMC may be used only by the subscriber. It is forbidden the information storage in any database, as well as its commercialization and reselling (art. 332 Mortgage Regulation). Any outside disclosure of this information to those other than the subscriber, shall require: 1 st ) The prior authorization of the RMC. Said authorization shall be assumed when the disclosure of the information is effected within the scope of the subscriber s professional or entrepreneurial activity. 2 nd ) The identification of the origin of the information consulted. 3 rd ) The possibility of certifying the corresponding request by whoever is the legitimate beneficiary of the stated information. 10. Non-compliance with paragraphs 8 and 9 of this Agreement could give rise to its rescission. 11. The cost for this service is the one resulting from the application of the current fee. Additional information is included as an annex to this Agreement. 12. At the beginning of each month, the subscriber shall receive an invoice with the amount payable in accordance with the searches effected during the previous month. This invoice may be issued electronically. If, upon completion of the month following the invoiced period, payment of the notified amount has not been effected, the Central Mercantile Register may proceed to suspend the service. If after two months, payment of the notified amount has still not been received, the RMC may proceed to rescind the Agreement without prejudice to any appropriate legal actions for collection of the pending amount. The subscriber gives it consent so that the invoice issued by the Central Mercantile Register may be available in electronic format. 2
13. The subscriber may terminate the Agreement at any time, by providing the RMC with written notice of this at least 30 calendar days in advance. The RMC may likewise rescind the Agreement due to termination of this service, by means of notice to the subscriber at least 30 calendar days in advance or, where appropriate, for non-compliance with the clauses set forth in this Agreement. 14. This Agreement will take effect at the time of its execution by both contracting parties, and shall be limited to one year, although it will be renewed automatically on an annual basis, if neither of the contracting parties denounces it. 15. Both parties submit to the jurisdiction of the Courts and Tribunals of Madrid (capital) any controversy which may arise relative to the interpretation, execution or rescission of this Agreement. 16. In accordance to the Organic Law 15/1999 of 13th December, of Data Protection, you are informed that: 1. The personal data expressed in the present document will be incorporated to the main file at the Registry and its accessory files. The Registrars are responsible for the use and management of the files. The collection and purpose of the data processing is expressly provided in the Registry regulations. The information contained in these files will only be used in foreseen legal cases, or to satisfy the needs of publicity following the Registry regulation (arts. 2 and 12 RRM and Instruction DGRN of 29 October 1996). 2. In the way it will be compatible with the specific legislation of the Registry, interested parties will have the right of access, amending, cancellation and opposition to publish the Data. According to the proceeding Organic Law, you can submit a written document to the address of the Registry. 3. The collection and treatment of Data in the indicated form is absolutely necessary to offer these services. And in witness whereof, the parties hereby execute this Agreement in duplicate originals. In..., on the... of.... of 20 The registrar, The subscriber, 3
ANNEX I The Central Mercantile Register offers the possibility to access the General Record of Properties of the Land Register, so that the applicant may obtain an indication of the City and Land Registry office in Spain where a physical or legal person has any registered property or if he has not. You can find two examples of searches in this General Record of Properties, showing positive or negative results, in our page www.rmc.es Each application may refer to a search for as many people as you wish. Once you have obtained the information requested for in the General Record of Properties, you can search for detailed information of the current state of properties -amongst other procedures- in the page www.registradores.org The Official fees to be charged for this service are 9.02 Euros plus the VAT for each proprietor searched for, regardless of the number of resultant properties or if the search has been negative -that means that the person searched for has no properties recorded in his name.- (Resolution of the General Direction of Registrars and Notaries dated 13 th January 1998). This service can be used independently from the service provided by this Central Mercantile Register concerning information about registered companies. The procedure to use this service is the following: 1º.- Open the web page of the Central Mercantile Register, www.rmc.es and type the user code and password supplied by the Register. 2º.- On the right of the Menu screen, click on the section GENERAL RECORD OF PROPERTIES and follow the instructions you will find in the page that has been opened. 3º.- The invoicing system for professional fees will be the one specified in the mentioned page, unless that, in the moment of signature of the previous Agreement, another different system has been agreed. The Registrar, The subscriber, 4
ANNEX II TECHNICAL REQUIREMENTS If you already have an Internet connection, it is sufficient to key in the address of our Internet server www.rmc.es FEE APPLICABLE: Until there is an approval of a new rate, 19th Temporary provision, paragraphs b) and e) in the 19 July 1996 Mercantile Registry rules, in relation to official rates of Mercantile Registers approved 29 March 1973, will apply. To the amount resulting, shall be added the VAT. Fees, according to the Temporary provision, shall be the following: REGISTER OF COMPANY ACTIVITIES: * Brief extract of each registered company: general information, administrators, legal representatives, confirmation of financial statements and company web site: For each registered company requested.. 3,304566 Euros * List and extract of company inscriptions published in the Mercantile Registers Official Gazette (arts 9 and 379. c of the Rule of the Mercantile Registry and art.2 RD 1979/2008 28 th November): For each registered company requested... 1,502530 Euros * List of companies where administrators or legal representatives operate:.. 1,803036 Euros * Deposit of Projects: Information on approved mergers, scissions etc:.. 1,803036 Euros OFFICIAL COMPANY NAMES: * For each search of company name :... 1,502530 Euros GENERAL RECORD OF PROPERTIES SERVICE * For each physical or legal person requested for:... 9,015182 Euros 5
ANNEX III DATA ON THE COMPANY REPRESENTED BY THE SUBSCRIBER COMPANY:... VAT NUMBER:... ADDRESS:... POSTAL CODE:... CITY:... PROVINCE:..... COUNTRY:. TEL:... FAX:... E-MAIL:.. Persons and entities referred to in arts. 99.2 and 101.3. a) Law nº 35 of 28 November 2006 are reminded of their tax obligation to withhold and pay to the Public Treasury. IF YOU SHOULD APPLY THE WITHHOLDING, PLEASE SELECT THE CHECKBOX... SUBSCRIBER DATA SUBSCRIBER:..... ADDRESS:... POSTAL CODE:..... CITY:... PROVINCE:... TEL:..... FAX:... E-MAIL:... BANK ACCOUNT FOR PAYMENT ACCOUNT HOLDER:... BANK:... IBAN: BIC: ADDRESS OF OUR WEB SERVER: www.rmc.es ACCESS CODE (To be completed by this register) 6