Fundación Repsol Fondo de Emprendedores 5th Call Terms and conditions The Fundación Repsol Fondo de Emprendedores (hereunder, the Fondo ) promotes the development of business projects to improve efficiency in the use of energy and natural resources, by calling for applicants and selecting projects according to the following terms and conditions: 1. Participation in this selection process entails compliance and full acceptance of these terms and conditions. 2. The period for submitting applications begins on 10 September and ends on 15 November 2015 at 24:00 (mainland Spanish time). The Fondo reserves the right to extend this period, with timely notification via the communication channels provided, and in all cases, on the Fondo website. 3. The award decisions and runner up proposals, if any, will be published before the end of the second quarter of the year after the start of the competition. The Fondo reserves the right to delay the publication date, with timely notification via the communication channels provided. 4. All individuals of legal age may enter, as may any legally constituted corporation (with the size restrictions stated in the next paragraph), without limitation as to the nationality of either, who at the date of publication of these terms and conditions are the owners of a project and/or business activity which in the opinion of its managers is notable for its use of procedures, processes, technologies, etc., which represent a significant contribution to Energy Efficiency and Energy (the details of the purpose of this call for applicants are specified in the section Participate on the Fund's website [http://www.fondoemprendedores.fundacionrepsol.com/en/participate]). Specifically, proposals should focus on areas such as: Developing new processes, technologies, services, products and materials to promote energy efficiency throughout the chain: the search for, production, distribution, supply and use of energy. Developing innovative technologies for energy storage and managing energy transport/distribution networks which lead to lower energy consumption. Application of information technologies designed to promote lower consumption and improved energy efficiency. Energy recovery from waste designed to develop an efficient circular economy. However, participation in the Fondo shall be restricted to micro companies and small businesses. The definitions contained in Article 3 of the European Commission Recommendation of 6 May 2003, on the definition of microcompanies, small and medium sized enterprises, shall be applicable for the purposes of these Terms and Conditions. 1
Repsol Group employees may participate in this competition provided the content of their application is not directly related to the duties of their current or previous jobs in the company. 5. Proposals may be submitted in Spanish or English. 6. Candidatures must include at least the following information: I. Full name or company name of the individual or legal entity, as well as their date of birth or date of foundation respectively. I Nationality and DNI/NIF number, or any similar ID number in the case of foreign individuals or legal entities. Professional activity of individuals and corporate purpose of legal entities. Description of the proposal, including the main innovative aspects and economic advantages of the expected improvements in efficiency. V. Business model of the proposal. The entry form, available on the Fondo's website, must be filled in. Participants may add any other information they consider relevant. Only information received via the platform established for this purpose on the Fondo's website will be accepted, and only during the period in which the call for proposals is open, as indicated in section 2 of this document. 7. The personal data provided by participants shall be included in an automated file owned by Fundación Repsol with registered office at C/ Velázquez 166, 28002 Madrid, Spain, the processing of which will be subject to Constitutional Law 15/1999, of 13 December, on the protection of data of a personal nature, and its governing regulations, in order to be used for any administrative purposes required to undertake this competition, including possible pre selection of candidates and the final selection, the publication of the list of selected candidates and the subsequent delivery of the prizes. All participants have the right to access this file and to modify, cancel and/or object to the processing of their personal data. In such cases, they must do so expressly in writing to the above address. The selected participant/s expressly authorise, with no right to any consideration and for an indefinite period, Fundación Repsol to disseminate, by means of any internal and/or external media deemed appropriate, their personal information consisting of their full name as a participant selected by the Fondo with the sole purpose of ensuring the dissemination by any means of knowledge of the competition among the personnel providing services at Fundación Repsol/Grupo Repsol and, where applicable, persons not employed by these entities, and all this even before formal acceptance by the selected winner and even in the event that it is confirmed that the participant does not meet the other conditions imposed in the terms and conditions, consequently losing their right to be selected. The publication of the participant's name as a selected winner shall not grant any right in their favour to be included in the Fondo, if the participant is found not to comply with the rest of these terms and conditions, losing their right to be selected despite any prior publication. 8. By submitting their applications, participants guarantee to Fundación Repsol that: 2
I. The proposals presented are original to the participants and/or they are free to use any ideas, images or any other element included in the application. Participants shall be solely responsible for any infringements of any third party rights and Fundación Repsol is exempt from any liability in this sense. I The information supplied contains no confidential information or industrial secrets of the participants and/or third parties. They have full legal capacity to take part in the competition and their participation does not violate any other type of regulation. They shall bear any taxes that may arise from participating in this edition and receiving any possible economic contributions provided. V. Fundación Repsol shall not be liable for any damage, loss, cost or claim, etc., incurred or suffered by participants as a result of submitting their application. 9. The information received shall be kept within the Fondo organisation. The Fondo is not obliged to maintain the confidentiality of the information provided by the participants, without prejudice to the provisions of current Spanish legislation on personal data protection. However, if candidates should be pre selected prior to the final decision by the panel, the Fondo may offer the pre selected candidates the option to sign a confidentiality agreement in order to share more information and details regarding the content of the pre selected proposals. 10. Intellectual property rights I. By simply submitting a proposal to be considered the participant grants Fundación Repsol the right to revise and analyse it, and to organise its revision and analysis by the evaluators and judges. The participant authorises the Fundación Repsol to upload a summary of their proposal, provided by the participant on the entry form, to the website of the Fondo and accepts that visitors to the website of the Fondo may access this information according to the website's terms and conditions of use. I Fundación Repsol claims no ownership of the information submitted by the participant in the competition or any intellectual property it may contain. The participant does not grant Fundación Repsol rights to any patent or patent application related to the information, technology, data, etc., described in the entry. The participant authorises Fundación Repsol and the Fondo to use the name and title of their project, with no time limitations, to be mentioned on the website of the Fondo or for any other actions or events relating to the Fondo, and to be included in the archives and various platforms pertaining to the Fundación Repsol and the Fondo. Participants accept that nothing in these terms and conditions authorises or entitles them to use the brand names and logos of the Fundación Repsol, nor any others belonging to the companies in the Repsol Group, without the express written agreement of these bodies. Projects selected 3
and incubated may use the generic name "Fundación Repsol Fondo de Emprendedores Project". V. Fundación Repsol reserves the preferential right to negotiate with one or more selected participants to participate in the funding and future exploitation of the corresponding projects and business results thereof. For this purpose, Fundación Repsol will propose signing an agreement to include the basics of said participation. 11. Selection and Evaluation Each proposal will be assessed individually by independent experts in the field of the various proposals presented. Once the proposals have been analysed individually, there will be a personal interview. The selected proposals will then be discussed in an Evaluation Committee consisting of business management experts who will select the proposals to go on to a pre incubation stage. During the pre incubation process, which will take about two months, the selected proposals will receive training and mentoring courtesy of the Fondo. For their part, the participants must draw up and present, to the satisfaction of the Fondo, the business development documents of the proposals during this period. The proposals will then be evaluated, assessing the work of the team, the achievement of a realistic plan of work, their participation in the training, etc. The finalists will be selected in this evaluation. The Fondo will manage and coordinate the process described. 12. Jury A panel of at least 5 independent experts, from the Repsol founding group, the academic field, or any other experts in different disciplines, selected by the Fondo, will analyse the results of the evaluation and decide which proposals will receive the economic contributions and incubation, as described in the following section, and taking into account the following aspects: I. The validity of the scientific and technical basis of the proposal. I The level of innovation of the proposal. The economic and business viability of the proposal. The economic and social impact of introducing the product/service in the market. V. The energy and environmental impact of introducing the product/service in the market. VI. V How well suited the current stage of the business proposal is to the Fundación Repsol Fondo de Emprendedores incubation process. The evaluation of the team behind the proposal. 4
VI The social benefit of implementing the business proposal in its area of application. The panel may set the maximum number of projects/ideas for incubation, or may declare the competition void if it considers that the level of the projects presented does not meet the expectations and/or objectives of the Fondo. 13. Description of the support for the selected projects: I. Project Category (incubation period): around five (5) projects will finally be selected for the incubation phase, which the Fondo will support with a monthly allocation of ordinary funding of six thousand euros ( 6,000) and up to a maximum of an additional six thousand euros ( 6,000) multiplied by the number of months of incubation, which will be applied for extraordinary needs on request, subject to the express approval of the Fondo. This extraordinary funding may only be requested for developing, manufacturing and testing prototypes (materials, tests in specific centres, engineering, etc.), and excludes, non exhaustively: expenses relating to patent applications, tax payments, travel expenses, allowances and attendance at congresses, website development, purchasing industrial manufacturing machinery, requests for specific quality certificates, advice and consulting, personal protective equipment (PPE), etc. The Fundación Repsol reserves the right to grant duly justified extraordinary funds to the proposals if it considers it advisable for the success of the project. The incubation period will last a maximum of twenty four (24) months, during which mentors will be provided in the areas where the Fondo deems necessary (technical economic, financial, legal, commercial, etc.) for the success of the selected projects. As the objective of the Fondo is to improve and develop the selected technologies, products, services, etc., in addition to the ordinary and extraordinary funding indicated above, the Fundación Repsol may consider making other extraordinary contributions (monetary or in kind) to one or more of the selected projects. I Idea Category (maturing period): the Fondo may select around five (5) proposals which, due to their level of development, do not have the necessary elements for acceptance to the incubation process in the Project Category, but whose content is deemed relevant and well developed enough to be supported by the Fondo, to help it mature to the point where it can be submitted in subsequent calls by the Fondo. These proposals will receive a maximum economic assistance of two thousand (2,000) euros per month for a maximum period of twelve (12) months, during which they may submit applications to any call by the Fondo de Emprendedores issued while the participants selected in this category are receiving this economic aid. The Fondo will also provide mentors in the areas it deems necessary (technical economic, financial, legal, commercial, etc.) for the success of the selected proposals. 5
In no case will the Fondo be obliged to select the proposals included in this second category for the incubation phase in subsequent calls for applicants. In all cases, the aid provided by the Fondo will be subject to compliance with the contracts between the owners of each proposal and the Foundation. Failure to comply with the terms and conditions of the contracts or any other breach of the commitments undertaken by the participants will be cause for suspension of the incubation and/or resolution of the contract. In all cases, given the legal nature of the Fundación Repsol's contributions, the Foundation reserves the right to suspend, exclude and/or terminate the incubation of a proposal for justified causes other than the above. V. If the incubation period for the proposal is less than 24 months and it needs a longer period, the extension must be justified for technical reasons relating to product development, and will be evaluated and decided by the Fondo's team. An extended period will not entail additional funding. VI. V Even when it is not obligatory to have constituted a company to present the proposal, remaining in the incubation/maturation process requires the legal constitution of a company, of any legal form, within a maximum of three (3) months after the start of the incubation/maturation. Otherwise, the Fundación Repsol reserves the right to suspend or cancel the incubation/maturation of the proposal. Receiving ordinary and extraordinary funding will be subject to the constitution of the company. The Fondo will facilitate, directly or in collaboration with third parties, open forums where the selected and incubated projects can be presented to investors. Any participant in the selection process may be offered the chance to take part in these forums even if their projects were not selected in the Ideas or Projects categories. 14. The participant understands and accepts: I. That Fundación Repsol and the Fondo are not obliged to take any action whatsoever regarding their proposal. That other participants may submit proposals that include technologies, information, content, data, ideas, etc. related to or with similar objectives to their proposal, therefore any action taken by Fundación Repsol or the Fondo regarding another proposal, even if is similar, generates no legal responsibility for Fundación Repsol or the Fondo towards the participant or third parties. 15. Legislation and settling disputes. This competition, as well as any other relations arising therefrom between participants and the Fundación Repsol, is subject to applicable Spanish law. Any dispute arising between the participants and the Fundación Repsol that cannot be resolved amicably will be submitted to the competent courts of the city of Madrid. 6