Noddo Partners

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Risk Disclosure and Access Conditions

I understand and expressly agree that Noddo Partners acts solely as a presenter of investment opportunities developed by third parties, without providing financial or tax advice and without being supervised by the CNMV; that its compensation is paid by the project developers and managers, not by me; that investments involve the risk of total loss of capital and that the returns indicated are estimates and are not guaranteed; that any decision to invest is mine alone; that the investment agreement and the transfer of funds are made directly with the project’s promoter or manager; and that the information received through the Noddo Partners Investors’ Club is confidential and must not be used to circumvent Noddo Partners’ role as an intermediary.

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Risk Awareness Disclosure and Access Conditions

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Binding Terms

  1. Role of Noddo Partners: The investor acknowledges that Noddo Partners (a commercial brand with professional address in Spain) acts solely and exclusively as a presenter of investment opportunities (introducer) developed, structured and marketed by independent third parties (real estate developers and fund managers), with whom it maintains non-exclusive collaboration agreements. Noddo Partners connects potential investors with such third parties but does not participate in the structuring of the product or in its marketing in a regulatory sense.
  2. Spanish Regulatory Framework: Noddo Partners’ activities do not constitute investment services within the meaning of Article 140 of the Consolidated Text of the Spanish Securities Market Act (Real Decreto Legislativo 4/2015), nor investment advice, nor the marketing of Collective Investment Institutions within the meaning of Law 35/2003. Noddo Partners is not an entity supervised by the Spanish Securities Market Commission (CNMV) or by the Bank of Spain, and is not registered in their official records.
  3. Marketing of Foreign Funds: When the investor expresses interest in opportunities corresponding to investment funds managed by entities regulated in jurisdictions other than Spain (for example, Luxembourg or Portugal), Noddo Partners shall act exclusively as the presenter of the lead to the corresponding management company. Any subscription of fund units shall be formalised directly between the investor and the management company, subject to the KYC and AML procedures applied by the latter. Noddo Partners does not provide marketing or distribution services for Collective Investment Institutions.
  4. No Financial, Tax or Legal Advice: The content, data, projections, dossiers and information published or provided by Noddo Partners do not constitute financial, legal or tax advice, nor a personalised investment recommendation. Each investor is responsible for carrying out their own due diligence and, when deemed appropriate, for relying on independent professional legal, tax and financial advisors of their choice.
  5. Investment Risks: All real estate and capital investment entails inherent risks, including partial or total loss of the invested capital, lack of liquidity, construction delays, vacancy, fluctuations in the real estate market, regulatory changes and currency risks. The investor declares to know and expressly assume these risks.
  6. No Guaranteed Returns: Past or estimated returns shown in the projects are merely illustrative and based on projections made by the developer or manager of the project, according to their track record and the project’s own assumptions. Noddo Partners does not guarantee, assure or assume responsibility for the success of the project or for the obtaining of future returns.
  7. Independence of the Developer or Manager: The investment contract — whether subscription of shares, silent partnership (cuenta en participación), participating loan (préstamo participativo), purchase deed or equivalent instrument — is entered into directly between the investor and the developer, manager or developing company of the relevant project. Noddo Partners is entirely outside this contractual and operational relationship.
  8. No Custody of Funds: It is expressly stated that Noddo Partners does not receive, hold in custody, manage or channel funds or money from investors intended for the projects. All financial flows, transfers and capital contributions are made directly from the investor’s bank accounts to the bank accounts of the developers or managers of the projects, without any intervention or responsibility of Noddo Partners in the handling of the money.
  9. Transparency on Noddo Partners’ Remuneration: The investor acknowledges and accepts that Noddo Partners receives its remuneration exclusively from the developer or manager of the presented project, by means of a commission linked to the capital effectively raised and formalised. The investor does not pay any amount to Noddo Partners for the presentation of opportunities. This circumstance is communicated with full transparency so that the investor may assess the context in which they receive information about the projects.
  10. Confidentiality and Non-Circumvention: The investor undertakes to treat as confidential all information received from Noddo Partners in relation to the presented opportunities, including dossiers, identity of the developers and managers, economic conditions and technical documentation. The investor also undertakes not to contact directly with the developers or managers of the projects in order to circumvent the intermediation of Noddo Partners. Any breach of these obligations shall entitle Noddo Partners to claim the corresponding damages, including lost profits equivalent to the commissions that would have corresponded to it.
  11. Limitation of Liability: Noddo Partners is exempt from any civil, criminal or administrative liability for losses, damages or harm — direct or indirect — suffered by the investor arising from the investment decisions adopted or from the breach by third-party developers or managers. This exemption applies, without limitation, to: (i) the return obtained from the investment; (ii) the truthfulness, accuracy or integrity of the information provided by the developers; (iii) the fulfilment by the developer or manager of their contractual obligations; (iv) the KYC, KYB and anti-money laundering procedures, which are the responsibility of the developer or manager; and (v) the tax consequences arising from the investment.
  12. Investor’s Regulatory and Tax Compliance: The investor declares to be solely responsible for compliance with the tax and reporting obligations corresponding to them before the competent tax authorities of their jurisdiction of residence (in Spain, the Agencia Estatal de Administración Tributaria; in Chile, the Servicio de Impuestos Internos; in other jurisdictions, the equivalent authorities) regarding the income or gains generated by these investments.
  13. Investors Resident Outside Spain and the European Union: An investor resident outside Spain and the European Union declares and warrants that the presentation of opportunities by Noddo Partners does not contravene the applicable regulations in their jurisdiction of residence, and assumes exclusive responsibility for verifying such compliance.
  14. Special Provision for Investors Resident in Chile: For investors resident in Chile, it is hereby stated that the activities of mere connection and advertising of third-party projects carried out by Noddo Partners do not constitute the provision of investment advisory services regulated by the Comisión para el Mercado Financiero (CMF) within the meaning of Law No. 21,314, nor do they imply the custody or administration of funds from the public. Likewise, Noddo Partners does not provide the regulated services of Investment Advice, Intermediation of Financial Instruments or Order Routing under Law No. 21,521 (Fintech Law). Noddo Partners does not assess the suitability of the projects with respect to the particular risk profile of each investor; it is the investor’s sole responsibility to determine whether the investment is appropriate to their financial situation.
  15. Optional Declaration of Qualified or Professional Investor: When the minimum investment amounts are high or the presented projects are structured by means of structured notes, private securities or opportunities restricted to qualified investors, the investor declares to have the knowledge, experience and financial capacity necessary to evaluate the risks of the presented assets, assuming, where applicable, the risks associated with offers of securities not registered with the competent regulators in their jurisdiction. Where Spanish MiFID II regulations apply, the investor may expressly request to be treated as a professional client under Article 207 of the Consolidated Text of the Spanish Securities Market Act, provided they meet at least two of the three criteria established in that provision.
  16. Personal Data Protection: The investor expressly consents to the processing of their personal data by Noddo Partners in accordance with its Privacy Policy, Regulation (EU) 2016/679 (GDPR) and Spanish Organic Law 3/2018 (LOPDGDD). In particular, they consent to their identifying and contact data being communicated to the developer or manager of the project in which they express interest, for the sole purpose of formalising the investment and complying with the applicable KYC and AML procedures. The investor may exercise their rights of access, rectification, erasure, objection, restriction and portability by sending a communication to [email protected].
  17. Modifications to this Disclaimer: Noddo Partners reserves the right to modify this disclaimer at any time to adapt it to regulatory or jurisprudential changes, or to changes in the criteria of the competent supervisory authority. The version in force shall be the one published on the website on the date of each acceptance. The investor declares to have accepted the version appearing at the heading of this document.
  • Last update: 22/07/2026.