Corporate
ETHICAL CODE
1. Introduction
UNNAX REGULATORY SERVICES, EDE, SL (hereinafter, “UNNAX”) is an electronic money institution with an administrative licence granted by the Bank of Spain on June 11, 2020, and fully able to operate.
The name “UNNAX” is a synonym for high quality and exceptional services. UNNAX is not just a FinTech, our success is based on a very particular philosophy and shared values that guide our daily actions.
By means of this Code (hereinafter, “Code”) the Board of Directors of UNNAX upholds the values and ethical principles that inspire its conduct and governs the activities of all employees, executives and members of the board of directors.
The Code is available at the UNNAX websites: www.unnax.com/ethicalcode
2.- Purpose, scope, dissemination and application.
● This Code applies to UNNAX and to all its employees, directors and members of the board of directors (hereinafter, the “Persons Subject to the Code”). All of them must know and comply with this Code.
● All Persons Subject to the Code will uphold the values, principles and rules contained therein in their professional activity, in their internal professional relationships with the Entity, and in their external relationships with shareholders, customers, suppliers and the general public.
● The Persons Subject to the Code must cooperate with any investigation or audit, internal or external, carried out by Unnax.
● This Code aims to be used by the entire Group, it therefore will be applicable to the entire UNNAX Group, and will constitute a reference document for all the companies of the Group. The Board of Directors and Management of said companies must adopt the appropriate decisions to implement the provisions of this Code.
● UNNAX will ensure that its suppliers abide by a pattern of conduct and values similar to those established in the Code.
● Breaches of this Ethical Code may be subject to the penalties of the Labour Code and the applicable Collective Bargaining Agreement.
● The Ethical Code will be circulated to the employees, who will sign an acknowledgement and a declaration of conformity.
● Likewise, the Ethical Code will be available at the Unnax website:www.unnax.com
3.- Values and principles of action
The basic principles of UNNAX’s activity is compliance with the law, respect, integrity, transparency, excellence, professionalism, confidentiality and social responsibility.
The activity of UNNAX and the Persons Subject to the Code must be governed by their corporate values, which are the basic pillars of the activity:
Efficiency: we conduct the company business and achieve our goals by optimising and making a responsible use of our resources.
Innovation: we are disruptive and creative in what we do, we constantly think of new ways of working to generate greater, different impacts, and in line with how the world is evolving.
Quality: willingness to serve and to offer the best customer service.
Risk approach: we emphasise preventing and promoting practices that mitigate the risk of breaching the applicable regulations.
Commitment: a personal, professional and institutional will to engage with the continuous and sustained growth of each of the organisation’s processes.
4.- Acting with integrity
In our daily activity we are ruled by mutual trust, commitment, rectitude and honesty. In this manner, we protect the image of UNNAX and avoid conflicts of interest. In this manner, we protect the image of UNNAX and avoid conflicts of interest.
UNNAX’s reputation is fundamentally determined by the behaviour of its employees. Inappropriate behaviour can cause a severe damage to our image in many ways, but also lead to penalties that affect everyone.
Integrity and honesty are the pillars of our corporate culture. This means that we must act in good faith, with fairness and decency, in our daily work. In particular, we will avoid conflicts between private and commercial interests.
4.1.- Promotion of UNNAX’s interests
All the Persons Subject to the Code will promote the interests of UNNAX and will not obtain a personal benefit from opportunities arising from their professional activity, or through the use of UNNAX assets and information, or from their using said assets and information for the benefit of others. In respect of professional conduct, there will be no tolerance for prioritising personal interests in detriment of those of UNNAX, its customers and shareholders.
Situations of real or potential conflict of interest must be avoided, including those arising from family relationships or similar. In such situations, the person affected by the conflict of interest must refrain from intervening or participating in the negotiation or transaction in question.
The Persons Subject to the Code must not accept gifts, advantages or gratuities whose market value is equal to or greater than 150 euros, and much less if they are given to facilitate or in the occasion of carrying out any transaction, except where such are tolerated by the social norms specified in UNNAX’s internal policy.
Thus, the Persons Subject to this Code will refrain from participating in transactions of any kind involving their own interest or that of any related person or entity.
5.- Complying with current laws and internal regulations
We scrupulously respect current laws and internal regulations. The department heads, in cooperation with the Regulatory Compliance Department, will be in charge of reporting on the relevant laws and ensuring that they are fulfilled.
UNNAX complies with all the requirements of the applicable law and, in particular, the following:
I. Second Payment Services Directive (PSD2),
II. Law 21/2011, of July 26, on electronic money,
III. General Data Protection Regulation (GDPR),
IV. Organic Law 3/2018, of December 5, on Data Protection and Guarantee of Digital Rights (LOPDGDD),
V. Law 10/2010, of April 28, on the Prevention of Money Laundering and Financing of Terrorism,
Compliance will be specially important for criminal regulations applicable to activities related to crimes of corruption, bribery, influence peddling and corporate crimes, among others.
UNNAX may be held liable, in the criminal or administrative jurisdiction, for breaches of the mandatory applicable regulations applicable to Persons Subject to this Code. Therefore, UNNAX expects them to act lawfully, ethically and professionally in the discharge of their duties.
UNNAX and all Persons Subject to the Code must at all times comply with current laws and the UNNAX internal policy.
5.1.- Prevention of money laundering and financing of terrorism
The UNNAX team is fully committed to the fight against money laundering and financing of terrorism, as established by the recommendations of the Financial Action Task Force (FATF) and their implementing regulations (https://www.cfatf-gafic.org/index.php/es/documentos/gafi40-recomendaciones).
The prevention of money laundering and financing of terrorism is a priority for all Persons Subject to the Code. In compliance with the applicable regulations, UNNAX has a Manual for the Prevention of Money Laundering and Financing of Terrorism that is mandatory for Persons Subject to the Code.
Should there be any doubt regarding this specific matter, the Persons Subject to the Code will immediately contact the UNNAX Regulatory Compliance Department.
6.- Acting with respect
We act responsibly and respectfully towards others, with rectitude and honesty.
The UNNAX culture is characterised by respect and responsible treatment of others. This applies both to collaboration with customers and suppliers and to contact and support from other UNNAX members.
We respect the dignity of the human being, their privacy and individual rights. We believe that people, their experiences and differences add value to the company. Therefore, our decisions affecting people are based on objective considerations only.
We reject any form of harassment, abuse or inappropriate treatment, and we do not allow any discrimination based on ideology, political affiliation, ethnic roots, religion, age, disabilities, sexual identity or gender.
Likewise, UNNAX promotes among the Institution members the conciliation between the demands of family life and those related to the workplace, and equal opportunities between employees of different genders, in accordance with the laws and the agreements signed with the workers representatives.
7.- We treat business property responsibly
We treat the material and immaterial property of UNNAX with the utmost care and do not use it for private purposes or for purposes unrelated to any of the company’s activities.
UNNAX owns the facilities, means and work materials, business documents, information and data that are provided to the employees to carry out their duties. We treat those assets carefully and responsibly, and do not use them for other purposes.
We do not tolerate careless use of the assets, or uses that are detrimental to the rights of the company as property owner.
8.- We work to guarantee safety in the workplace
We ensure that the workplace complies with the legal requirements applicable to occupational safety and protection, and the regulations applicable to health prevention and working time.
The health of our employees is of great importance to us. Our highest mandate is to protect them and avoid any risks. We want to provide our employees with a safe work environment.
Our employees have enough time to rest because we make it our mission to comply with the applicable regulations on work, break and rest times.
9.- We protect the environment
We protect the environment by making an environmentally friendly use of non-renewable resources; we are also committed to protecting nature.
UNNAX is aware that certain resources are finite. Therefore, we try to make a more responsible use of them from an environmental point of view. This not only means that we respect the applicable laws on environmental protection and sustainability, but also that we avoid using non-renewable resources as much as possible if they are not needed.
All employees are encouraged to take reasonable steps to reduce resource waste and environmental pollution.
10.- Information management
UNNAX is ISO-27001 certified, the standard for Information Security Management Systems, which certifies the confidentiality and integrity of data and information, and the systems used to process such data.
The application of ISO-27001 at UNNAX is a distinction that improves its image and competitiveness.
10.1.- We keep company information confidential
We treat the company information with caution and ensure the confidentiality of the information.
Confidential information cannot be disclosed to unauthorised persons, within the company or external, therefore access will be barred to them. Confidential information is, for example, the information related to business and markets, reports, communications and instructions, personal data and other trade and business secrets.
Employees and collaborators must adhere to and comply with the UNNAX Information Systems Access Policy.
10.2.-We comply with the personal data protection regulations
Personal data are very important for UNNAX and the highest priority is given to data protection, to prevent any improper use. For example, email, telephone and personal address data must not be transferred to third parties without express consent.
The protection of privacy when using personal data, and the security of the company’s corporate data, must be safeguarded by complying with current legal requirements in all company processes. For these purposes, UNNAX has implemented control measures and access records.
UNNAX employees, customers and suppliers must treat personal data in accordance with the UNNAX Privacy Policy.
11.- Dealing with customers and suppliers
11.1.- We reject all forms of corruption and bribery
We reject corruption and bribery in all its forms. That is, we respect all relevant laws and regulations governing this matter.
Corruption and bribery hamper free competition and stall innovation. They adversely affect the prosperity and reputation of companies. Bribery is a crime of business corruption described in article 286 ter of the Penal Code.
UNNAX rejects corruption and bribery in all their forms – whether by offering and granting or requesting and accepting excessive advantages – and actively works to prevent such crimes. For example, the payment of bribes to obtain orders or speed up administrative or customer onboarding processes should be categorically rejected.
This attitude should be applied not only to personal advantages but also to the negotiation of contracts with both customers and suppliers. These negotiations must always be fair and follow this Code.
11.2.- We defend fair competition
We are committed to fair, performance-oriented competition and do not participate in negotiations that restrict it.
UNNAX is committed to the social market economy model. That is, we are committed to fair and performance-based competition. This means, in particular, that we do not participate in organisations, groups and forums that restrict competition or are otherwise unfair.
UNNAX employees will not enter into written or verbal agreements with the company’s competitors in respect of prices, market shares or markets to be developed. We do not unlawfully influence our business partners or customers in setting prices. We do not take advantage of our position in the market.
Certain verbal or implied agreements may be classified as breaches of antitrust laws, we therefore urge our employees to exercise caution in their dealings with competitors. If a competitor tries to induce a UNNAX employee to enter into an illegal agreement, we urge said employee to immediately notify his superior and the Regulatory Compliance Department.
11.3.- We do not participate in illegal activities
We do not participate in any activities involving money laundering or financing of terrorist and we report any suspicious cases.
Money laundering is the process through which the source of funds generated through criminal activity is concealed (drugs trafficking, arms smuggling, corruption, misappropriation, tax fraud, white-collar crimes, embezzlement of public funds, extortion, illegal work and ultimately terrorism). This includes failure to legally declare money in bank accounts with the purpose, among others, of avoiding to file an income tax return, or avoiding disclosure of a company’s financial information to the corresponding Tax Agency.
We only want to do business with formal clients who follow the law and obtain their profits from legitimate sources. To this end, we take reasonable precautions to identify our customers and encourage our employees to report any suspicious case. We comply with the legal requirements, especially regarding the reporting of suspicious cases, and we cooperate with SEPBLAC “Executive Service of the Commission for the Prevention of Money Laundering and Monetary Offenses”.
12.- Application of the Ethical and Conduct Code
12.1.- How do we make decisions?
The rules of this Code establish guidelines for the conduct of UNNAX employees. Frequently, in specific situations of our daily activity we must make decisions that are not clearly described in this Code. In such cases, we must always turn to the manager or the Regulatory Compliance Department. However, sometimes we can rely on our common sense and integrity by asking ourselves the following questions:
I. Do my decision or conduct conform to current laws?
II. Does my decision conform to UNNAX’s values and rules?
III. If my decision appeared in tomorrow’s newspaper, could I defend it?
IV. If everyone made this decision, could you live with the consequences?
If you can answer yes in good conscience to all the questions, your decision and course of action is probably correct. Otherwise, you must turn to the corresponding manager or the Regulatory Compliance Department.
12.2.- Obligations of department heads
Department heads will lead their employees by example and provide a cordial assistance, rather than with orders and instructions. The managers’ exemplary behaviour and modesty, and a close relationship between them and the employees, will foster motivation in the workforce.
The managers will act as trusted listener to whom the employees can turn in case of doubt, to pose questions when they have professional or personal concerns. However, the responsibility of managers does not exempt employees from their own responsibility.
12.3.- How should I proceed if I become aware of an illegal act?
We encourage all employers to report any breaches of this Code, applicable laws or any other binding regulations.
If you have a reasonable suspicion that someone is not complying with this Code, the applicable law or other binding regulations, please inform us:
– By writing an email to:
– Filling in the following form: https://forms.gle/PMFwqWNcRdVi7FXo6
– By postal mail: Plaza Europa nº 22-24, mod.2, planta 4. L’Hospitalet de Llobregat (Barcelona).
All the information provided, and the identification and particulars of the informant, will be treated in a strictly confidential manner and for the sole and exclusive purpose for which it was provided.
12.4.- Potential consequences of a breach
We do not tolerate breaches of this Code, which can have severe consequences.
This Code is an integral part of UNNAX’s rules and policies. Violations of this Code may result not only in the criminal consequences established by law, but also in the penalties established in the disciplinary regime applicable to labour misconduct of UNNAX employees (based on their employment contract).
ASSET SAFEGUARDING POLICY
1. DESCRIPTION OF THE DOCUMENT
In compliance with Law 21/2011, of July 26, on electronic money and its implementing regulations, UNNAX REGULATORY SERVICES, E.D.E., S.L. (hereinafter “UNNAXREG” and/or the “entity”), an electronic money institution, must safeguard the funds received in exchange for electronic money issued, following the procedures established in article 21 of Royal Decree-Law 19/2018, of November 23, payment services and other urgent financial measures.
In this regard, it is stated that UNNAXREG, in the course of applying for its electronic money institution licence, informed the Bank of Spain that its intended customer funds safeguarding method would be to make deposits in a separate account at a credit institution.
2. GOAL
This document describes the general principles governing the measures and procedures established by UNNAXREG to protect the assets entrusted by its Customers and prevent any improper use, all in accordance with UNNAXREG’s obligations as an electronic money entity, when managing and/or holding customer assets in custody.
3. SCOPE
This document will be applicable to third-party funds managed by UNNAX REGULATORY SERVICES, E.D.E., S.L. in its capacity as an electronic money institution.
4. DEFINITIONS
I. Customer: the natural or legal person with whom UNNAXREG maintains a contractual relationship and to whom UNNAXREG provides electronic money and payment services, whether said services are related to the issuance of electronic money.
II. Electronic money: any monetary value stored by electronic or magnetic means representing a credit against the issuer, which is issued upon receipt of funds for the purpose of carrying out payments as defined in article 3.26 of Royal Decree-Law 19/2018, of November 23, of payment services and other urgent financial measures, and that is accepted by a natural or legal person other than the electronic money issuer.
III. Depository credit institution: those credit financial institution that will hold the funds of UNNAXREG Customers in custody.
IV. Funds: bank or electronic money, that is, any monetary value stored by electronic or magnetic means representing a credit against the issuer, which is issued upon receipt of funds for the purpose of carrying out payments, and that is accepted by a natural or legal person other than the electronic money issuer.
V. Account manager payment service provider: a payment service provider that provides a principal with one or more payment accounts and is responsible for their maintenance.
5. ASSET SAFEGUARDING POLICY
5.1. INTRODUCTION
UNNAX REGULATORY SERVICES, E.D.E., S.L., (hereinafter, “UNNAXREG” or the “Entity”), an electronic money entity, in order to comply with Law 21/2011, of July 26, on Electronic Money (hereinafter “Law 21/2011”), and Royal Decree No. 778/2012, of May 4, on the legal regime of electronic money institutions (hereinafter, “RD 778/2012”) has adopted this Policy (hereinafter, “the Policy”), which aims to consolidate the procedures related with the Safeguarding of Assets.
5.2. SAFEGUARDING OF ASSETS
In order to guarantee proper protection of its Customers’ funds in the course of the entity’s activity, the safeguarding of assets by UNNAXREG will be supported by the following guiding principles:
I. UNNAXREG has sufficient own funds to engage in Electronic Money operations. These funds are deposited in a safeguard account, thus complying with the requirements established in Law 21/2011.
II. UNNAXREG will supervise the issuance of Electronic Money, in such a manner as to guarantee that the safeguarding of the funds corresponding to the electronic money issued is carried out in accordance with article 9 of Law 21/2011 and its implementing regulations.
III. On a weekly basis, the finance department will review the operations relating to Electronic Money services.
IV. On a monthly basis, the UNNAXREG Regulatory Compliance area, with the support of the Operations and Finance areas, will circulate a summary report of the safeguarded funds associated with the issuance of Electronic Money.
5.2.1. Difference between own assets and customer assets
UNNAXREG maintains a structure of records and accounts intended to:
I. Unequivocally differentiate the assets of each of the customers from those of the entity. To guarantee the foregoing and in order to distinguish customer funds from UNNAXREG’s own financial instruments, said funds are managed through accounts held with account manager payment service providers (hereinafter, “depository credit institution/s”), duly validated and for the purposes of safeguarding.
II. Guarantee that the assets of the account manager payment service providers are unequivocally differentiated from the assets owned by the entity. To that end, the providers will maintain said accounts under a different name in their accounts.
III. Guarantee at all times that the amount of electronic money issued by UNNAXREG for each customer effectively corresponds to the amount of funds received by the customer.
To comply with the foregoing, UNNAXREG has established in its computer system a number of processes that allow to differentiate the entity’s own funds from those held by its customers, and to identify the funds that correspond to each individual customer.
The processes that allow differentiating UNNAXREG’s own assets from those held by its customers are activated in all the accounts of the different depository credit institutions used by UNNAXREG to support its customers.
5.2.2.
Periodic reconciliation of accounts and internal records with the depository credit institutions holding the assets of UNNAXREG customers
UNNAXREG guarantees the accuracy of the internal records of the assets held by its customers with respect to the depository credit institutions in whose custody they are held. UNNAXREG will carry out a daily reconciliation of the information received from the customer against that received from the depository credit entity, to verify the concordance with the sub-accounting records of UNNAXREG which contain, among other details, the amount of electronic money issued by each customer, and the number of operations carried out, gross amount, fees, net amount, etc. Any discrepancies that may arise from the reconciliation of these records will be duly reviewed and analysed by UNNAXREG to identify their cause and correct them as soon as possible. By virtue of the foregoing, the entity will keep a periodic record with indication of the number and type of discrepancies detected and how they have been corrected.
5.3. RULES ON THE SELECTION OF DEPOSITORY CREDIT INSTITUTIONS
In its daily operations, UNNAXREG is obliged, as an electronic money institution, to deposit the funds it holds on behalf of its clients, in accounts opened with a third party, provided that it acts with due competence, care and diligence in the selection, designation and periodic review of said depositary credit institution.
To comply with the foregoing, UNNAXREG, in choosing the depository credit institution, will consider that:
I. It must be an entity in good standing.
II. It must hold a significant volume of funds in the markets in which it operates.
III. It must have sufficient experience and solvency worldwide.
IV. It must comply with the requirements and market practices related to holding such assets.
V. It will not be allowed to sub-deposit customer assets in companies of third countries not subject to the country’s specific regulation and supervision, in terms of holding and custody of financial instruments.
VI. It will not be allowed to deposit financial instruments in countries that do not regulate the safekeeping of financial instruments on behalf of third parties, unless:
A. The nature of the instrument requires that it be deposited in the custody of said third party.
B. In the case of professional customers, if they request it expressly and in writing.
The Regulatory Compliance area of UNNAXREG, with the support of the Operations and Finance areas, if necessary, will carry out the evaluation and review of the quality of the services provided by the depository credit institution. This will be carried out annually and the result of the evaluation will be submitted to UNNAXREG’s Internal Control Body, which will determine the suitability of the proposed depository credit institution and authorize its appointment and/or change, if required.
The aforementioned evaluation and review of the quality of the services provided by the depository credit institution will be carried out taking into account the agreements that UNNAXREG may have signed with each entity, which must provide for the application of the following controls:
I. Periodic quality control at the request of UNNAXREG
Irrespective of the control indicated in the immediately preceding paragraph, UNNAXREG may periodically carry out quality controls and even request the intervention of certain areas of the company (e.g. an Internal audit). In any case, if a significant incident is detected, it must be immediately reported to the Regulatory Compliance and Operations areas for analysis.
II. Periodic visits to depository credit institutions
Periodic visits may be made to depository credit institutions if deemed necessary by UNNAXREG. The purpose of these visits will be to carry out a control on issues related to the level and means of the entity and/or the training of the personnel that will provide the deposit service, among other matters.
Without prejudice to the foregoing, UNNAXREG will assume the ultimate responsibility for the custody and administration of its customers’ funds. However, UNNAXREG’s responsibility for the sub-deposit does not extend to any damage, loss and/or underpayment that may occur in respect of customer funds and/or their returns as a result of bankruptcy or insolvency of the depository credit institution, except if the latter has not discharged its functions of selection and supervision complying with the aforementioned standards (the purpose of which is to guarantee the appointment of a depository credit institution with experience and good reputation in the market.
5.4. DEPOSITORY CREDIT INSTITUTIONS DESIGNATED BY UNNAX
As of this date, UNNAXREG has appointed Banco de Sabadell, S.A., Caixabank, S.A. and Banco Inversis, S.A. as depository entities in which accounts have been opened under their name for the management of their customers’ funds, and therefore being able to carry out its activity as an electronic money institution.
Notwithstanding the foregoing, the list of depository credit institutions mentioned above isnot exhaustive, therefore UNNAXREG may appoint additional credit institutions if deemed necessary.
5.5. COMMUNICATION TO CUSTOMERS OF RELEVANT ASPECTS OF THE SAFEGUARDING OF ASSETS
UNNAXREG will notify its customers the relevant aspects of this Policy, inserting them in the Payment Services Agreement they both enter into. Likewise, the UNNAXREG asset safeguarding procedure will be found at the Registry of Entities of the Bank of Spain.
If a customer requires more information about a specific point of the Policy, said request will be processed by the UNNAXREG Customer Service.
UNNAXREG will notify its customers of any significant change in this Policy.
5.6. DOCUMENT REVIEW AND SUPERVISION
In accordance with the provisions of this document, the Regulatory Compliance area will carry out an annual review of the Depository Credit Institution(s) employed by UNNAXREG.
The annual evaluation report will be submitted to UNNAXREG’s Internal Control Body, which will approve its successive annual updates.
If the change is deemed to be substantial, it will be submitted to the Board of Directors for its approval.
Finally, the UNNAXREG Regulatory Compliance area will carry out the required supervision to ensure that the entity complies with this Policy.
Customer Service Regulations
PREAMBLE
In order to organise and strengthen the protection systems for users of financial services, Law 44/2002, of November 22, on Financial System Reform Measures (the “Law 44/2002”), established an obligation for financial entities, and their branches in Spain, to implement a Customer Service Department or Service, and, where appropriate, a Customer Ombudsman, to resolve complaints and claims filed (directly or by proxy) by any Spanish or foreign natural or legal person who is a user of the financial services provided by said entities, provided that such complaints and claims refer to their legally recognized interests and rights, and arise from contracts, from transparency and customer protection regulations, or from good financial practices.
Order ECO/734/2004, of March 11, on customer service departments and services and the customer ombudsman of financial institutions (the “Order ECO/734/2004”), established an obligation for financial institutions to approve a Customer Satisfaction Regulation to govern the activity of the Customer Service and, where appropriate, of the Customer Ombudsman, and the relations between both.
In accordance with the rules above, the purpose of these Customer Service Regulations (the “Regulations”), is to govern the requirements, procedures and general activity of the Customer Service of UNNAX REGULATORY SERVICES, E.D.E., S.L. (the “Entity”), to improve the relations with the Entity’s customers, to preserve their mutual trust and to offer them an appropriate level of protection, which helps resolve complaints and claims in the most satisfactory manner possible.
These Regulations will be subject to Order ECO/734/2004, Order ECC/2502/2012, of December 16, which governs the procedure for submitting claims to the claims service of the Bank of Spain, the National Securities Market Commission and the General Directorate of Insurance and Pension Funds (the “Order ECC/2502/2012”), Law 2/2011, of March 4, on the Sustainable Economy, the abovementioned Law 44/ 2002, and other applicable laws.
Lastly, it is hereby stated that these Regulations will be subject to verification by the Bank of Spain, in its capacity as the Entity’s supervisor, by virtue of the article 8.4 of Order ECO/734/2004.
CHAPTER I: GENERAL PROVISIONS
ARTICLE 1.- Purpose
The purpose of these Regulations is to govern the activity, bylaws and operation of the Entity’s Customer Service, and the procedure for processing and resolving complaints and claims submitted by the Entity’s customers in respect of their legally recognized interests and rights.
ARTICLE 2.- Scope of application
The obligations contained in these Regulations will refer to complaints and claims that may be filed (directly or by proxy) by any Spanish or foreign natural or legal person who is a user of the financial services provided by the Entity (the “Customer/s”), provided that such complaints and claims refer to their legally recognized interests and rights, whether arising from contracts, transparency and customer protection regulations or good banking and financial practices, in particular, of the principle of equality.
For the purposes of these Regulation and in accordance with article 2 of Order ECC/2502/2012 the following terms will mean:
I. Complaints:those filed by the users of financial services in respect of delays, neglect or any other poor performance observed in the functioning of the Entity.
II. Claims: those filed by the users of financial services showing (aiming at a restitution of their right or interest) specific facts relating to actions or omissions by the Entity which harm their interests or rights and which arise from alleged failures to comply by the Entity, or breaches of regulations regarding transparency or financial and banking best practices.
ARTICLE 3.- Dissemination
A copy of these Regulations will be available to customers and the public at the Entity’s offices.
Pursuant to article 9 of Order ECO/734/2004, the Entity will make the following information available to its Customers at each of its offices which are open to the public, as well as its website if contracts are established by electronic means:
I. The existence of a Customer Service and, where applicable, a Customer Ombudsman, with information regarding its postal and email addresses. The current details are those indicated in Appendix I of these Regulations.
II. The Entity’s duty to deal with and resolve complaints and claims filed by its Customers within fifteen (15) working days from submission to the Customer Service or, where applicable, the Ombudsman, at any Entity office to the Customer Service, by postal mail or by email to the address provided for this purpose.
III. The details of the Claims Services of the Supervisory Institutions, including their postal and electronic address, should the Customers decide to contact them, either to appeal a decision or if their claim has not been resolved within fifteen (15) business days from the date in which the claim or complaint was filed. The details will include an express reminder of the need to exhaust all the remedies offered by the Customer Service or Customer Ombudsman before filing any claims or complaints with the mentioned Services.
IV. These Customer Service Regulations or any other documents that replace it.
V. A reference to any transparency and financial services customer protection regulations.
In this regard, it is expressly noted that the actions of the Customer Service as outlined by these Regulations will be governed by Order ECO/734/2004 and applicable regulations at all times in terms of customer protection and transparency, as well as the regulations previously mentioned herein.
ARTICLE 4.- Amendments
The Board of Directors of the Entity will approve any amendment of these Regulations.
CHAPTER II: CUSTOMER SERVICES
ARTICLE 5.- General principles
The Customer Service is an internal body of the entity, to which the company provides independence and autonomy to discharge its corresponding functions.
In this regard, the Customer Service is completely separate from commercial or operational functions, thus avoiding any conflict of Interest that could arise as a result of matters outside the scope of the body’s jurisdiction and which, therefore, could affect the proper discharge of its functions.
Even though the Customer Service functions will be separate from those indicated in the precedent paragraph, the company will take all the necessary measures to ensure that the information that the Service may require from the rest of the organisation is transmitted securely, quickly and effectively.
ARTICLE 6.- Head of the Customer Service
The Entity will appoint a Head of the Customer Service (the “Head of the Customer Service” or the “Head”) to ensure proper management of claims and complaints in accordance with Order ECO/734/2004 and other applicable regulations.
The Entity’s Board of Directors will appoint the Head of the Customer Service and notify said appointment to the Bank of Spain (in its capacity as the Entity’s supervisor), and, if necessary, to the corresponding supervisory authority or authorities as required by the rules of its activity.
The Head will be a person of sound commercial and professional reputation and possess adequate knowledge and experience for the discharge of their position.
To that effect, only those which have conducted a personal career in compliance with business and other laws governing economic activities, and commercial and financial best practices will be deemed of sound commercial and professional reputation.
No person with a criminal record, or who is facing criminal prosecution or for whom a court order has been issued to proceed with a criminal trial, may appointed Head of Customer Service.
ARTICLE 7.- Duration and renewal of the appointment of Head of the Customer Service
The appointment of the Head of the Customer Service will last six (6) years, and will be automatically renewed unless otherwise decided by the Entity’s Board of Directors, which, in such case, will notify the Bank of Spain of the reasons for the appointment of the new officer, or the dismissal of the previous officer.
ARTICLE 8.- Causes of incompatibility, ineligibility and termination of the appointment of the Head of the Customer Service
The appointment of the Head of the Customer Service will be incompatible with any commercial or operational tasks within the Entity, insofar as their independence and judgment may be called into question.
No person may be appointed as Head of the Entity’s Customer Service who is involved in any of the following situations:
I. Non-discharged bankrupts.
II. Those who are disqualified or suspended, criminally or administratively, from holding public office or acting as managers or directors of entities.
III. Those with a criminal record.
IV. Those who are responsible for commercial functions within the Entity.
The Head will be dismissed in any of the following cases:
I. Sudden disability.
II. Conviction by a final judgment in a criminal matter.
III. Express resignation of the Head and/or suspension or termination of their employment with the entity.
IV. By decision of the Board of Directors of the Entity when there is a serious and justified cause that justifies a dismissal, and if the Head discharges their function in a notoriously negligent manner.
The Board of Directors of the Entity may dismiss the Head of the Customer Service, and will record the reason for the dismissal.
When the position becomes vacant, the Entity will appoint a new Head within (15) days following the vacancy.
ARTICLE 9.- Conflicts of interest
In case of claims or complaints where the Head has a personal interest which results or may result in a conflict of interest, the Head will not take part in processing and resolving the claim or complaint. The second in seniority at the Customer Support Service after the Head will be in charge of the process and resolution.
Likewise, if any of the members of the Customer Service has a personal interest that results or may result in a conflict of interest, they will abstain from participating in the processing and proposal of resolution.
To that effect, it will be understood that a personal interest exists if the claim or complaint (or any another similar or related claim or complaint), directly affects them, their relatives up to the third degree of consanguinity or affinity, or those with whom they maintain or have maintained a special bond of friendship or affection.
Likewise, it will be understood that a personal interest exists if the Head or any member of the Customer Service had provided their professional services at the department affected by the claim or complaint when it occurred (or when it produced its effects).
ARTICLE 10.- Obligations of the departments
All the Entity’s departments or services will cooperate with the Customer Service, at its request, in any means which may contribute to the discharge of its functions and, especially, will provide all the information requested in any matters of their competence and relating to the issues submitted for their consideration.
To this end, all the Entity’s managerial and directive employees will be obliged to cooperate with the Customer Service providing data, reports, opinions and evidence at the request of the latter.
CHAPTER III: PROCEDURE TO SUBMIT, PROCESS AND RESOLVE CLAIMS AND COMPLAINTS
ARTICLE 11.- Deadline for submission of the claim
Customers may submit claims to the Entity at any time from the time they become aware of the reason for the claim or complaint but no later than two (2) years after.
In any case, the Customer Service and, where appropriate, the Customer Ombudsman, will have fifteen (15) business days, from the date in which the claim or complaint is submitted, to give a resolution. If no resolution is given by the Customer Service within said period, the claimant may resort to the Claims Services that correspond to the Entity’s activity.
ARTICLE 12.- Form of submission
Customers may submit their claims or complaints in person or by proxy, on paper, at any office open to the public, by postal mail or using any electronic, computerised or telematic means, to the email address provided (if such means allow reading, printing, and preserving the documents). The use of computerised, electronic or telematic means must comply with the requirements of Law 6/2020, of November 11, on certain aspects of trusted e-services.
Annex I includes the Entity’s contact details for the purpose of submitting claims and complaints by Clients in accordance with these Regulations.
ARTICLE 13.- Procedure
The claim procedure will start with the submission by the interested party of a document including the following:
I. Name, surnames, address, D.N.I. or C.I.F. of the Customer, company details found in public registries, and the particulars of the proxy, if applicable. If the claim is submitted by proxy, the representation must be evidenced by any means permitted by law.
II. Reason for the claim or complaint, with a clear description of the matters on which the ruling is requested and, where appropriate, the relevant documentary evidence.
III. Office, department or service where the incidents on which the claim or complaint is based occurred.
IV. Customer’s statement that the latter is not aware of any other administrative, judicial, or arbitration procedure in which the materials and facts of the claim or complaint are being examined.
V. Place, date and signature.
ARTICLE 14.- Admission for processing
After the claim or complaint is received by the Entity, if it is not resolved in favour of the customer by the corresponding office or service, it will be immediately referred to the Customer Service.
The Entity will resolve the claim or complaint no later than fifteen (15) business days from the date of its submission by the Customer before any Entity office open to the public, to the attention of the Customer Service, by postal mail or electronic mail.
For the purpose of calculating the period mentioned in the previous paragraph, the Customer Service will acknowledge receipt of the claim or complaint received in writing, recording the date of submission before any of the offices mentioned above. In this sense, and after having received the claim or complaint, the corresponding file will be opened.
The interested person (or their proxy) may submit their claim or complaint only once, it therefore may not be reiterated before different bodies of the entity.
In the course of processing the files, the Customer Service may collect, from both the Customer and the Entity’s different departments and services, any data, clarifications, reports or evidence that may be pertinent to make a decision. All the aforementioned must be carried out diligently by the departments to reach a decision within the established deadline.
If the claimant has not provided sufficient proof of their identity, or if the facts of their claim or complaint cannot be ascertained, additional documentation must be submitted within ten (10) calendar days, failing which the claim or complaint will be closed with no further procedures required.
The time used to correct the errors will not be included in the calculation of the fifteen (15) business days to process the claim. The notice will inform the Client that if a response is not provided within the indicated period, the complaint or claim will be closed with no further procedures required. Notwithstanding the foregoing, the claimant will always have recourse to the Claims Services that correspond to the Entity’s activity.
Notwithstanding the foregoing, when a claim or complain has been closed because the required documentation was not produced within the given period, said claim may be reopened if the interested party provides such documents at a later time, forming a new file on the same facts, since having closed the file does not mean a waiver of the right invoked but only of the action initially brought.
ARTICLE 15.- Refusal
The Customer Service may only refuse to process claims or complaints in the following cases:
I. If details that are essential for processing were omitted and cannot be corrected, including cases where the reason for the claim or complaint is not given.
II. If appeals or actions are submitted to be processed as claims or complaints, because they fall within the jurisdiction of administrative, arbitral or judicial bodies; also, if the matter is pending resolution, or is subject to litigation, or if the matter has already been resolved in those venues.
III. If the claims or complaints simply reiterate others that have been resolved before, filed by the same customer in respect of the same facts.
IV. If the claim or complaint is filed after the term established by these Regulations and the applicable laws has expired.
If it is found hat a claim or complaint is being processed in parallel to an administrative, arbitral or judicial procedure on the same matter, the Customer Service Department will abstain from processing it.
If the claim or complaint is deemed to be inadmissible due to any of the mentioned causes, the interested party will be notified by means of a reasoned decision.
The claimant will have ten (10) calendar days to submit their allegations. Once the allegations have been submitted, if the reasons not to admit the claim remain, the claimant will be duly informed of the final decision.
ARTICLE 16.- Processing
In the course of processing the files the Customer Service may collect, both from the claimant and from the different departments and services of its Entity, data, clarifications, reports or evidence as it deems pertinent to make its decision. All this must be carried out diligently by the departments to allow a decision to be reached within the established deadline.
The Entity will adopt the appropriate measures to guarantee that the procedures established for the transmission of the information required by the Customer Service to the rest of the Entity’s departments, abide by the principles of speed, security, efficiency and coordination.
ARTICLE 17.- Acceptance/withdrawal of the claim
If, in view of the claim or complaint, the Entity rectifies its situation with the claimant to the latter’s satisfaction, the former will immediately notify the competent authority, either the Customer Service or the Customer Ombudsman, with the supporting documentation.
In such case, the claim or complaint will be closed with no further procedures required.
Interested parties may withdraw their claims and complaints at any time. Withdrawal will result in the immediate termination of the procedure in respect of the relationship with the interested party.
ARTICLE 18.- Completion and notice
The file must closed no later than fifteen (15) business days from the date on which the claim or complaint was filed with the Customer Service or the Customer Ombudsman (if any) at any office open to the public, by postal or electronic mail.
The decision of the Customer Service will always include a motivation and clearly defined conclusions on the requests of each claim or complaint, based on the contractual clauses, transparency and customer protection rules, and good financial practices. Supporting reasons must be provided if the decision departs from criteria established in similar cases.
The decision will be notified to the interested parties no later than ten (10) calendar days from its issuance, by the means indicated by the claimant. Except if the claimant expressly indicates otherwise, the response will be notified in the same manner as the claim or complaint was filed.
The decisions that finalise the claims and complaints procedures will expressly mention that the claimant may appeal the decision before the Claims Service of the Bank of Spain, the National Securities Market Commission or the General Directorate of Insurance and Pension Funds as appropriate based on the subject matter of the claim.
Likewise, if fifteen (15) business days elapse without the Customer Service having notified its resolution, the claimant will have recourse to the Complaints Service of the competent Supervisory Institutions. However, those Customers who have the status of consumer as defined by Law 7/2017, of November 2, on the alternative resolution of consumer disputes, will have one (1) year from the date in which their claim was filed with the Entity to appeal to the complaints service of the corresponding Supervisory Institutions.
ARTICLE 19.- Relationship with the Supervisory Institutions
The Customer Service must attend, through a designated person, to the requests made by the Claims Services of the Supervisory Institutions in the exercise of their functions, within the determined terms, in accordance with article 16 of Order ECO/734/2004.
The Entity and the Supervisory Institutions will adopt the necessary decisions to facilitate the transmission of the data and documents that are necessary to discharge their functions, so that these are carried out telematically using an electronic certificate, in accordance with Preamble IV of Law 6/2020, of November 11, on certain aspects of trusted e-services.
CHAPTER IV: ANNUAL REPORT
ARTICLE 20.- Annual Report
Within the first quarter of each year, the Customer Service will submit to the Entity’s Board of Directors a report explaining the discharge of its functions during the preceding year, including:
I. A statistical summary of the claims and complaints dealt with, with details like their number, claims admitted for processing and reasons given not to admit, the reasons and questions raised in the claims and complaints, and the amounts claimed.
II. A summary of the decisions issued, with indication of whether they granted the claimant’s petition.
III. The general criteria contained in the decisions.
IV. Finally, recommendations or suggestions will be included, based on their experience, with a view to better achieving the purposes of this Service.
A summary of the report will be included in the Entity’s annual report.
CHAPTER V: ADDITIONAL PROVISIONS
ARTICLE 21.- Approval by the Entity’s Board of Directors
These Regulations have been approved by the Entity’s Board of Directors.
ARTICLE 22.- Verification by the Bank of Spain
These Regulations and their amendments, after being approved by the Entity’s Board of Directors, will require a favourable verification of the Bank of Spain, after which they will come into force.
ANNEX I – CONTACT DETAILS
Contact details to file documents, website, electronic and postal mail:
