TERMS AND CONDITIONS OF USE OF THE VALION PLATFORM (ORBYN VALION, S.L.)
Article 1. Identification of the provider
These General Conditions govern access to, registration on and use of the digital platform called “TheValion”, owned by the company ORBYN VALION, S.L., with registered office at Calle Lagasca 120, Portal Oficinas, 28006 Madrid, with tax ID (CIF) B22645832 and registered in the Commercial Registry of Madrid (“Valion”), acting in legal transactions as a provider of technological services, in compliance with the provider identification obligations established in Article 10 of Spanish Law 34/2002 on Information Society Services and Electronic Commerce (“LSSI-CE”).
These conditions constitute general contracting conditions in accordance with Articles 1 and 5 of Spanish Law 7/1998 on General Contracting Conditions, being applicable to all users who access or register on the Platform and subject to the incorporation, transparency and unfairness controls provided for in Articles 5, 7 and 8 of that law.
Article 2. Purpose and nature of the service
The Platform is a technological platform that generates automated company valuation reports applying recognised financial methodologies and artificial intelligence. Under no circumstances does Valion provide personalised financial advice or investment recommendations within the meaning of securities market regulations, nor does it act as a credit institution or investment services firm under applicable financial legislation.
In this regard, Valion’s activity is limited to the technological and organisational scope of a SaaS service provider, in accordance with Articles 1 and 2 of the LSSI-CE, with the user being responsible for making their own investment decisions autonomously.
Article 3. Registration and user status
Access to certain features of the Platform requires prior registration by the user, who must be a natural or legal person with full legal capacity in accordance with Article 1263 of the Spanish Civil Code, acting in their own name and undertaking to provide truthful, complete and up-to-date information, in accordance with the contractual good faith requirements of Article 1258 of the Civil Code.
The user also acknowledges that they may not act as an intermediary without complying with the applicable legal requirements, nor use the Platform for unlawful or fraudulent purposes or purposes contrary to current regulations, in particular Article 4 of the LSSI-CE, and Valion reserves the right to suspend or cancel access in the event of non-compliance.
Access to paid services and the purchase of valuation reports through the Platform requires the user to be over eighteen (18) years of age. Valion may require the user to prove their age of majority at any time and is entitled to suspend access if the user does not meet this requirement.
Article 4. Liability
Valion shall be liable under the terms of Article 13 of the LSSI-CE for the correct operation of the Platform in its capacity as an information society service provider, with any liability for content provided by third parties being excluded to the extent permitted by Articles 16 and 17 of that law.
Likewise, in accordance with Articles 82 et seq. of the Spanish Consolidated Consumer Protection Law (TRLGDCU), any limitation of liability shall be interpreted restrictively and may not affect essential consumer rights or entail a significant contractual imbalance.
Article 5. Personal data protection
In compliance with Regulation (EU) 2016/679 (GDPR), in particular Articles 13 and 14, and Spanish Organic Law 3/2018 (LOPDGDD), users are informed that their personal data will be processed by Valion as data controller for the purpose of managing the contractual relationship and enabling access to the Platform, with the legal basis being Article 6.1.b of the GDPR (performance of a contract) and, where applicable, Article 6.1.c of the GDPR (compliance with legal obligations).
Data may be communicated to the payment entity designated by Valion at any given time, whose identity will be communicated to the user during the payment process, where necessary for the provision of payment services, with that entity acting as an independent controller in accordance with Article 4.7 of the GDPR. Personal data will be kept for the time necessary for the provision of the contracted service and, once the contractual relationship has ended, for the legally established periods to address any liabilities that may arise from that relationship. As a general rule, and unless a specific regulation imposes a different period, data will be blocked at the end of the relationship and deleted after a maximum period of six (6) years, in accordance with the commercial documentation retention period established in Article 30 of the Spanish Commercial Code and the limitation period for personal actions provided for in Article 1964 of the Civil Code. Billing data linked to electronic transactions in the self-service model will be kept for four (4) years for the purposes of tax obligations under Spanish Law 58/2003, General Tax Law. Detailed information by data category and processing purpose is available in the Privacy Policy, permanently accessible from the website footer.
The user may exercise their rights of access, rectification, erasure, objection, restriction and portability under the terms of Articles 15 to 22 of the GDPR, through the channels provided.
Likewise, pursuant to Article 77 of the GDPR and Article 37 of the LOPDGDD, the user has the right to lodge a complaint with the Spanish Data Protection Agency (AEPD), the competent supervisory authority in Spain, through its electronic office at www.aepd.es , without prejudice to any other administrative remedy or judicial action they may exercise. Valion recommends that the user first contact the available support channels to attempt a direct solution.
Personal data of third parties
When using the Platform, the user may incorporate information relating to natural persons other than themselves, including, by way of example only, identifying or economic data of shareholders, directors, executives or employees of the company being valued (hereinafter, “third-party data”).
The user declares and guarantees that they have sufficient legal title to incorporate third-party data into the Platform, whether by virtue of a contractual relationship with the data subjects, an applicable legal authorisation or their express consent. The user assumes, in their capacity as data controller with respect to such data under the terms of Article 4.7 of the GDPR, the obligation to have informed them of their incorporation into the Platform and of their rights, releasing Valion from any liability arising from non-compliance with these obligations.
Article 6. Automated report generation and artificial intelligence
Valion generates valuation reports using artificial intelligence systems and automated processing that apply recognised financial methodologies to the data provided by the user. The user is informed that, as a general rule, report generation does not include individualised human review in each calculation process, although Valion’s technical team periodically monitors the operation of the models and may intervene in the event of incidents or at the express request of the user as provided for in this clause (third paragraph).
The valuation report generated by the Platform is informative in nature and intended to support the user’s decision-making. Under no circumstances does it constitute a binding decision for the user or third parties, nor should it be interpreted as personalised financial advice, an investment recommendation, an official appraisal or a certification of value for regulatory purposes. Valion assumes no liability for the economic, financial, corporate or legal decisions that the user or third parties may take with reference to the report, with the final assessment of the opportunity in question being the responsibility of the user and their advisers.
In order to ensure maximum transparency in the use of automated systems, and regardless of whether Article 22 of the GDPR applies in the strict sense, Valion grants the user the following rights in relation to the valuation process: (i) to request a review of the valuation process by Valion’s technical team; (ii) to obtain an explanation of the logic and main parameters applied in generating the report; and (iii) to express their point of view and contest the result obtained by providing relevant additional information. Valion will respond to such requests within a maximum of thirty (30) working days from receipt, and may extend this period by a further thirty days when the complexity of the request so justifies, subject to prior notice to the user.
Valion subjects its artificial intelligence models to periodic review and updating in order to ensure their accuracy, reliability and absence of systematic bias, in compliance with the accuracy principle set out in Article 5.1.d of the GDPR. However, since the results depend in part on the data and projections provided by the user, Valion does not guarantee the accuracy of the report when the input data is incomplete, incorrect or does not faithfully represent the situation of the company being valued.
Article 7. Electronic communications
Communications between the parties shall be made by electronic means in compliance with Articles 27 and 28 of the LSSI-CE, with those made through the channels provided on the Platform being considered valid and effective for all purposes.
Article 8. Modification of the conditions
Valion may modify these conditions when there are justified legal, technical or operational reasons, in compliance with the principle of contractual good faith (Article 1258 of the Civil Code) and transparency (Article 80 TRLGDCU), and undertakes to communicate such modifications prior to their entry into force.
Article 9. Duration and termination
The contractual relationship shall be of indefinite duration, in accordance with Article 1256 of the Civil Code, remaining in force as long as the user keeps their account active, and either party may terminate it at any time. Valion may terminate the contractual relationship for justified cause —including the user’s breach of these conditions, fraudulent use of the Platform or the occurrence of technical or legal circumstances that prevent the provision of the service— subject to notice to the user of fifteen (15) calendar days, except in cases of serious breach justifying immediate termination. In the event of termination for reasons attributable to Valion and not to the user, the user shall be entitled to a proportional refund of the amounts paid for the period of service not enjoyed.
Article 10. Complaints and dispute resolution
The user may submit complaints through the channels provided, in compliance with the requirements of the LSSI-CE and the TRLGDCU, without prejudice to their right to resort to alternative dispute resolution mechanisms in accordance with Regulation (EU) No 524/2013 on online dispute resolution.
Article 11. Applicable law and jurisdiction
These conditions shall be governed by Spanish law, with the parties submitting to the courts and tribunals of the consumer’s domicile where the user has consumer status, and in all other cases to the courts of Madrid.