These General Conditions are applicable to all professional services provided by De la Fuente & Martín Alonso Abogados, S.L. and are additional to any specific agreement entered into between De la Fuente & Martín Alonso Abogados, S.L. and the Client (the “Service Contract”), which will prevail over this document in the event of any discrepancy between the two. In this document the following definitions are used:
(i) “De la Fuente & Martín Alonso” De la Fuente & Martín Alonso Abogados, S.L., a professional law firm domiciled at calle Doctor Manuel Pérez Bryan Nº 3, 3ª Planta, C.P. 29005, Malaga (Spain).
(iii) “Client” is the intended recipient of the Service Contract,
(iv) “Services” are the professional services under the Service Contract.
- Scope
1.1 The Parties to the legal relationship governing the provision of Services are De la Fuente & Martín Alonso and the Client. Such Services shall be understood to be provided solely and exclusively to the Client and may not be assigned by the Client to third parties or used by persons other than the Client, without the prior express written authorization of De la Fuente & Martín Alonso.
1.2 The holder of the legal relationship with the Client is De la Fuente & Martín Alonso, on which are conferred all of the rights and obligations specific to the performance of the professional activity, regardless of the participation of employees through whom the Services are provided.
- Services
2.1 De la Fuente & Martín Alonso shall provide the Client with the Services specified in the Service Contract.
- Involvement of other professionals unrelated to De la Fuente & Martín Alonso
3.1 Unless expressly provided otherwise, the Services shall be confined exclusively to the Spanish jurisdiction.
3.2 In the event of the participation of professionals not belonging to De la Fuente & Martín Alonso or other external advisers unrelated to De la Fuente & Martín Alonso (the “External Professionals”), unless expressly provided otherwise: (i) the involvement of De la Fuente & Martín Alonso in the case in question shall be limited to activities for coordination of and contact with the External Professionals; (ii) the professional services relationship shall be established directly between the Client and each of the External Professionals; (iii) De la Fuente & Martín Alonso’s fees shall be independent of those of the External Professionals, and (iv) De la Fuente & Martín Alonso shall assume no liability whatsoever for any advisory services provided to the Client by the External Professionals.
- Professional team
4.1 De la Fuente & Martín Alonso may, where it so deems convenient or where necessary with regard to the needs of the Client, replace any of such professionals or employees or modify the number of professionals or employees assigned to the Client.
- Fees and expenses
5.1 The fees for the provision of the Services to the Client shall be those established in the Service Contract.
5.2 Unless specified otherwise, the estimated fees are stated excluded VAT and/or any other taxes that may be applicable.
5.3 The fee amount does not include any such reasonable out-of-pocket expenses as may be incurred by De la Fuente & Martín Alonso in the provision of the Services, which must be reimbursed by the Client.
5.4 Any services other than the Services and which are complementary thereto such as, court taxes, public notaries, registers fees, etc., shall be arranged and paid directly by the Client.
- Billing and payment
6.1 Unless the parties expressly agree otherwise, the invoices issued by De la Fuente & Martín Alonso shall be payable within the period established in the invoice and De la Fuente & Martín Alonso reserves the right to charge late-payment interests in the event of any delay in payment of the invoices with respect to their due date.
6.2 In the event of any advanced or pre-payments made by the Client pursuant to the Service Contract, where, for any reason, there is a surplus in favour of the Client on termination of the Services, De la Fuente & Martín Alonso shall immediately repay such surplus, in line with the Client’s instructions for such purpose.
6.3 In the event of the failure to pay an invoice, De la Fuente & Martín Alonso, upon giving written notice and pursuant to the professional regulations and code of ethics governing its activity, may suspend any Services provided to the Client, without such circumstance entitling the Client to make any claim or complaint for such suspension or for any such damage as may derive from such suspension.
6.4 Where the Client requests the provision of Services for companies under its control or for any other third parties, or in other circumstances in which the legal costs are borne by third parties, De la Fuente & Martín Alonso shall directly invoice the entity indicated, although the Client shall bear liability for the payment of any amount not settled on the due date.
- Information, documentation and confidentiality
7.1 De la Fuente & Martín Alonso shall request from the Client all the information and documentation that, in its opinion, is required for the proper and efficient provision of the Services. The information and documentation shall be sent by the Client to De la Fuente & Martín Alonso by the means deemed most appropriate. The Client represents and warrants that it is duly authorized and empowered to send the documentation and information it provides to De la Fuente & Martín Alonso and shall hold De la Fuente & Martín Alonso harmless from and against any third-party claim due to access to the information or documentation sent by the Client or at its request.
7.2 De la Fuente & Martín Alonso shall under no circumstances be liable for any consequences that may arise for the Client by reason of having sent De la Fuente & Martín Alonso any inaccurate, inexact or incomplete information or documentation.
7.3 De la Fuente & Martín Alonso undertakes to safeguard the confidentiality of all the information and documentation received from the Client that is not in the public domain and may only disclose such information and documentation with the authorization of the Client or where ordered to do so by any administrative or court authority or an authority authorized for such purpose.
7.4 De la Fuente & Martín Alonso’s duty of confidentiality with respect to the information and documentation received from the Client shall not be applicable in respect of the representatives and contact persons of the Client itself or of other professional advisers of the Client participating in the same engagement, unless the Client establishes any prior directions or restrictions to the contrary.
7.5 Unless expressly indicated otherwise by the Client, the Client authorizes De la Fuente & Martín Alonso to make public its involvement in the provision of the Services to the Client, provided no confidential information is disclosed.
- Communications
8.1 The Client accepts e-mails as valid meansof communication.
8.2 The Client exempts De la Fuente & Martín Alonso from any liability for the interception of or access to e-mails by unauthorized persons, as well as from any damage or losses that may be caused to the Client as a result of computer viruses, network failures or similar circumstances, unless such circumstance is attributable to De la Fuente & Martín Alonso.
- Statutory compliance
9.1 Pursuant to the legislation in force on anti-money laundering and financing terrorism, De la Fuente & Martín Alonso is subject to obligations to check the identity of the Client and its operations and activities. The Client undertakes to provide De la Fuente & Martín Alonso, completely and accurately, with all such information as may be necessary and required of it for such purposes (both from the Client itself and, as the case may be, from its shareholders, investors, directors, related persons, etc.) and expressly authorizes De la Fuente & Martín Alonso to take any steps towards confirmation that it deems appropriate in such connection.
- Termination
10.1 The Client may deem the provision of Services to have been terminated at any time, without any need to indicate any grounds in such connection.
10.2 Subject to compliance with the professional regulations or code of ethics regulating its activity, De la Fuente & Martín Alonso may terminate the provision of Services in progress (or reject the management of one or more specific cases) at any time, with reasonable advanced notice, due to loss of trust or ethical reasons or for any other reasons.
10.3 The Client shall at all times be obliged to pay the fees and expenses due toDe la Fuente & Martín Alonso up to the moment of termination of the Services.
- Liability
11.1 The liability of De la Fuente & Martín Alonso shall be in any case limited to the amount of fees paid by the client in the specific Service.
11.2 De la Fuente & Martín Alonso’s liability shall be limited to direct damage (excluding therefore loss of profit, loss of business or reputational damage) actually caused to the Client.
11.3 De la Fuente & Martín Alonso’s liability to the Client in relation to the Services is subject to a written claim sent by the Client, determining in sufficient detail the nature of the claim and the amount claimed, within not more than three (2) years from the date of termination of the provision of the Services.
11.4 De la Fuente & Martín Alonso’s potential liability shall arise solely with respect to the Client. De la Fuente & Martín Alonso shall not be liable for any such damage as may be caused to third parties as the result of any use the Client may make of the Services outside their intended purpose, unless such use has been expressly authorized by De la Fuente & Martín Alonso.
- Data protection
12.1 Pursuant to the Data Protection Legislation, the signatory is hereby informed that the personal data it has provided to De la Fuente & Martín Alonso as a consequence of the acceptance of these General Conditions and the conclusion of the Service Contract as well as those data which may be obtained by De la Fuente & Martín Alonso in the future due to its professional relationship with the Client, will be included on filing systems controlled by De la Fuente & Martín Alonso. The Signatory’s Details shall be processed for the purpose of maintaining, developing, controlling and implementing the Client’s professional relationship with De la Fuente & Martín Alonso within the context of the provision of the Services.
12.2 The signatory may exercise the rights of access, rectification, cancellation and objection at any time by submitting a written request by post to De la Fuente & Martín Alonso or by sending an e-mail to the following address: info@dlfma.com.
- Entire Agreement
13.1 These Standard Terms and Conditions replace and render null and void any earlier agreement between the Client and De la Fuente & Martín Alonso.
13.2 Unless provided otherwise, these Standard Terms and Conditions shall apply to any future engagement made by the Client to De la Fuente & Martín Alonso.
13.3 The sending of any instructions to De la Fuente & Martín Alonso from the Client shall be construed as a tacit acceptance of these Standard Terms and Conditions.
13.4 Should it be determined that any of these terms and conditions are null and void, none of the remaining terms and conditions shall be affected thereby, and they shall remain fully in force.
- Amendments De la Fuente & Martín Alonso may amend these Standard Terms and Conditions at any time.
- Governing law. Jurisdiction
15.1 The relationship between the Client and De la Fuente & Martín Alonso is expressly subject to Spanish law.
15.2 In order to hear any such disputes or claims as may arise over the interpretation or performance of the legal relationship between the Client and De la Fuente & Martín Alonso, the parties, with an express waiver of any other jurisdiction to which they may be entitled and notwithstanding the mandatory provisions on jurisdiction, voluntarily submit to the courts of Malaga.
