General Conditions
These general conditions (hereinafter, the “General Conditions“) apply to all services provided by BPV ABOGADOS to the Client and complement the provisions of the Proposal of Services.
The Client’s acceptance of the Proposal of Services implies full and unreserved acceptance of each and every one of the General Conditions contained herein.
In the General Conditions, the term “Client” refers to the recipient of the Proposal of Services; the term “Service” refers to the services provided by BPV ABOGADOS to the Client; and the term “Parties” refers to the Client and BPV ABOGADOS, jointly.
1. Scope of application
The Parties to the legal relationship for the provision of Services are BPV ABOGADOS and the Client. These Services are intended solely and exclusively for the Client and may exceptionally be transferred by the latter to third parties and be used by persons other than the Client, provided there is prior express and written authorization from BPV ABOGADOS.
The holder of the legal relationship with the Client is ALABAMA ABOGADOS, S.L.P (BPV ABOGADOS), to whom the rights and obligations inherent to the exercise of the professional activity are attributed, regardless of the participation of specific professionals and employees through whom the Services are provided.
2. The Service
The Client hires BPV ABOGADOS to perform certain services related to the practice of law, as agreed between the parties in the Proposal of Services (hereinafter, the “Service“).
The scope of the Service is the one agreed by means of the Proposal of Services accepted by the Client and by the General Conditions, both documents constituting the totality of the services that BPV ABOGADOS is obligated to provide to the Client. In this sense, any modification to the Service or its scope must be previously agreed in writing between the Parties.
The Service will be intended solely and exclusively for the Client and may not be transferred to third parties and used by persons other than the Client without the prior express and written authorization of BPV ABOGADOS.
BPV ABOGADOS shall make every reasonable effort to ensure that the Service is delivered within the agreed time and in the agreed manner.
The Client may request and BPV ABOGADOS may recommend changes to the services described in the Proposal. Changes or additional work shall be agreed in writing between both parties and shall be subject to the terms and conditions included in the Proposal.
3. Task Force
Without prejudice to the Proposal specifying, for instance, the professionals assigned to the Client or matter in question, BPV ABOGADOS may, when it deems appropriate, replace any of them or modify the number of professionals or employees assigned to the Client or matter.
4. Intervention of non-BPV ABOGADOS professionals
Unless expressly agreed otherwise, the Services are limited exclusively to advice on Spanish Law.
In case of participation of firms not belonging to BPV ABOGADOS or other external professionals, unless otherwise expressly agreed: (i) the intervention of BPV ABOGADOS in the matter in question shall be limited to the work of coordination and contact with the Outside Professionals; (ii) the provision of services’ relationship shall be established directly between the Client and each of the Outside Professionals; (iii) BPV ABOGADOS’ fees shall be independent of those of the Outside Professionals; and (iv) BPV ABOGADOS shall not assume any liability for the advice provided to the Client by the Outside Professionals.
5. Fees and Expenses
The fees for the provision of the Service to the Client shall be those established in the Proposal of Services, in accordance with the quantification criteria established therein, plus the Value Added Tax applicable at the date of issuance of the invoice. The Client undertakes to pay BPV ABOGADOS the agreed fees, within the terms and in the manner agreed in the Proposal, together with any applicable taxes.
Any other services other than and/or complementary to the Service (such as attorneys, notaries, registries, management of advertisements in the press or official gazettes, among others) shall be contracted and paid directly by the Client.
The agreed fees and expenses derived from the Service must be paid even if the purpose of the Service is frustrated, without prejudice to what may be agreed in the Proposal of Services.
The Client’s obligation to pay the fees and expenses to BPV ABOGADOS is independent of any right that may correspond to the Client against third parties due to the Services provided. Therefore, and among other possible assumptions, in litigation or judicial matters, the order to the opposing party to pay costs does not exempt or release the Client from paying the corresponding fees and expenses to BPV ABOGADOS.
6. Invoicing and Payment
Invoices issued by BPV ABOGADOS shall be payable within the terms and in the manner agreed in the Proposal of Services, reserving BPV ABOGADOS the right to demand the corresponding interest for late payment in case of delay in the payment of the invoice when due.
In the event of non-payment of an invoice, BPV ABOGADOS may, upon prior written notice and in accordance with the professional or deontological regulations governing its activity, suspend any provision of Services to the Client, without the Client being able to file any claim or complaint for such suspension or for any damages that may arise therefrom. Such suspension shall always involve the billing of the services provided to date.
If the Client requests the provision of Services for companies under its control or for any other third parties, or in other cases in which the legal costs are assumed by third parties, BPV ABOGADOS will invoice the indicated entity directly, although the Client will be liable for the payment of any amount that is not paid when due.
7. Information, documentation and confidentiality
BPV ABOGADOS shall request from the Client all information and documentation that in its opinion are necessary for the proper and efficient provision of the Services.
The Client represents and warrants that he/she is duly authorized to submit the documentation and information provided and shall hold the Firm harmless from any third party claim due to access to the information or documentation submitted by the Client or at his/her request.
BPV ABOGADOS shall maintain confidentiality with respect to the information and documentation received from the Client and shall in no case apply to the interlocutors or contact persons of the Client or other professional advisors of the Client who are participating in the same matter unless the Client establishes any prior indication or limitation to the contrary. Any information required to be included in any legal action and/or contract, including drafts thereof, shall be non-confidential.
Once the Services have been provided, and upon express and written request, BPV ABOGADOS shall return to the Client any original documentation in its possession in relation to the same or to the particular matter to which the Services have referred, prior indication by the Client of the terms under which such return has to be made.
The Client authorizes BPV ABOGADOS to: (i) keep copies of any information and documentation provided by him/her related to the provision of the Services for as long as he/she deems appropriate, subject to the duty of confidentiality; (ii) inform third parties of his/her intervention as a consultant, in order to accredit his/her services and professional experience in both the private and public spheres; (iii) destroy all documentation kept in its files relating to the provision of the Services within one year from the end of the provision of the Services. The Client exonerates the Firm from the custody or conservation for a period longer than that indicated, unless otherwise agreed as set forth in the preceding paragraphs.
8. Professional Liability
BPV ABOGADOS assumes full responsibility for the Services rendered on its behalf or by professionals or employees belonging to the Firm, whether partners or employees, included in the work team.
BPV ABOGADOS undertakes to perform the professional services referred to in the Proposal with due professional competence and diligence within the framework of the lease of services and/or work.
BPV ABOGADOS shall be liable to the Client for any damages and losses caused by causes attributable to the Firm or its professionals or employees as a result of fraud or gross negligence on the part of any of them.
Apart from such cases, the Client accepts that BPV ABOGADOS shall be liable only for the damages suffered by the Client as a direct consequence of the breach or defective performance of the services, up to an amount that in total for all of them shall amount to a maximum of the amount equivalent to twice the fees actually paid, unless a final judgment declares that such damages have been caused by fraud or gross negligence of the Firm, in which case the aforementioned limit shall not apply.
If the Services described in the Proposal were recurrent, the fees for the purpose of determining the limit described above shall be those actually paid during the current year.
The Services to be rendered and the opinions, advice or decisions of the Firm shall be based on the information provided and deemed necessary by the Client, whereby BPV ABOGADOS assumes that such information is true and complete, for which reason it is not obliged to verify its sufficiency and authenticity, nor to carry out inquiries beyond the scope of the assignment. The Client undertakes to provide the Firm with such information and, in general, to provide all the necessary collaboration for the correct performance of the Services.
Apart from such cases, the liability of BPV ABOGADOS shall be to the extent determined in the respective Proposal.
In no event shall BPV ABOGADOS be liable for any damages arising out of, or caused, in whole or in part, as a result of misrepresentation, concealment or any other conduct of the Client that was wilful or negligent, or not in accordance with the principles of good faith, of defaults arising out of causes beyond its reasonable control.
BPV ABOGADOS assumes no liability for any legal or jurisprudential changes affecting the Services that occur after the provision of the Services or, after the commencement of the Services, in the event that the advisory criteria adopted do not permit its rectification but shall immediately inform the Client thereof.
The partners, employees or consultants of the Firm do not personally assume any liability to the Client.
9. Conflicts of interest
BPV ABOGADOS has established internal procedures for checking and verifying possible conflict of interest situations. However, if the Client becomes aware of any circumstance that, in his/her opinion, may give rise to a conflict-of-interest situation, he/she shall immediately inform BPV ABOGADOS. Likewise, the Firm shall immediately inform the Client when it becomes aware of situations of conflict of interest arising from any circumstance, whether arising or not.
10. Regulatory compliance
BPV ABOGADOS is obliged to always comply with the legislation in force regarding the prevention of money laundering and financing of terrorism.
In compliance with one of the obligations arising from such legislation, BPV ABOGADOS is obliged to identify (and verify the identity) its clients, the persons acting on their behalf, as well as the powers of these persons acting on their behalf, for which reason the Client undertakes to cooperate with BPV ABOGADOS, fully and truthfully, providing all necessary information required for this purpose (both of the Client itself and, where appropriate, of its shareholders, partners, participants, administrators, related persons, etc.), and expressly authorizes BPV ABOGADOS to carry out the verification actions it deems appropriate in this regard.
With respect to the obligation to identify the beneficial owner, by signing this proposal, the Client declares to BPV ABOGADOS that there are no partners holding more than 25% of the capital or voting rights, or otherwise, in a separate document, the Client shall identify the Partners holding such percentage.
BPV ABOGADOS has assumed a commitment to prevent and prosecute corruption, and for such purposes shall be considered grounds for immediate termination of the contract the offer by the Client of gifts, retribution, benefits or advantages to third parties and/or BPV ABOGADOS, when such conduct is likely to be considered as a criminal activity.
BPV ABOGADOS is also subject, under the terms established by law, to the obligation to inform the Executive Service for the Prevention of Money Laundering (SEPBLAC) of any fact or transaction, even the mere attempt, with respect to which there is an indication or certainty that it is related to money laundering or terrorist financing and must refrain from executing any transaction in respect of which such circumstances are revealed.
11. Termination
The Client may terminate the provision of the Services at any time, without giving any reason for doing so.
Subject to compliance with the professional or deontological regulations governing its activity, BPV ABOGADOS may terminate the provision of the Services in progress (or refuse to handle one or more specific matters) at any time, with reasonable notice, for reasons of loss of confidence, ethical, deontological or of any other nature. In any case, the Client shall be obliged to pay BPV ABOGADOS’ fees and expenses accrued up to the date of termination of the Services.
Upon termination of the Services, BPV ABOGADOS shall not be obliged to provide any additional services, opinions, recommendations, advice or counsel arising from regulatory changes or any other events after the date of such termination.
12. Processing of personal data
In the event that, as a result of the services set out in this Proposal, BPV ABOGADOS has access to personal data of the Client, the processing of such data by BPV ABOGADOS shall comply with the provisions of current legislation on data protection. For these purposes, the Firm may be considered the Data Controller or Data Processor, depending on the functions it performs in relation to the processing of the data.
In the event that the Proposal is accepted by the Client, his/her data will be used for the correct management and provision of the Services, based on legitimate interest, as well as to send him/her information by any means about promotions, information, products or services related to the activity of the Firm and considered of interest to him/her, for all of which the Client gives his/her express, free, informed and unequivocal consent.
In accordance with the provisions of the LOPD, given the confidential nature of the data, documents and information held by the Client and which, if necessary, may be known by BPV ABOGADOS because of the execution of the Proposal, BPV ABOGADOS undertakes to keep such data secret and to comply with the security measures established internally, by law or as established by the Client.
BPV ABOGADOS undertakes to take, with respect to its employees, the necessary measures to ensure that they are informed of the need to comply with the obligation’s incumbent upon them and that, consequently, they must respect.
As Data Processor, BPV ABOGADOS undertakes to process the personal data to which it has access only in accordance with the instructions given to it by the Client for this purpose.
The Client’s data processed may be, depending on the information that the Client provides to the Firm, of an identifying nature, personal circumstances data, postal or electronic address, IP address, business information, economic data, social circumstances, academic and professional data, job, financial, mutual or insurance data, or others that are provided to us depending on the needs of the service to be provided. Such data may be transferred to other offices or group entities within the BPV ABOGADOS organization and may be subject to other assignments provided by law and international transfer of data, all subject to the terms of the law.
The signatory may exercise his/her rights of access, rectification, cancellation, opposition, suppression, information, limitation of processing and portability by contacting BPV ABOGADOS, in its capacity as File Manager, by sending the corresponding request by mail to the Data Protection and Privacy Department of BPV ABOGADOS, calle Freixa 6, 08021 Barcelona, indicating in both cases his/her name and surname and enclosing a photocopy of his/her ID card, and may also file claims on these issues before the Spanish Data Protection Agency www.agpd.es.
Once the professional relationship between the Client and the Firm has ended, the Client may request the Firm to destroy any personal data provided, with the exception of those that must be kept by law.
For more information on the terms of conservation of the data and related extremes, please consult the Privacy Policy, updated in the version in force at any given moment, on the website www.bpvabogados.com.
13. Intellectual Property Rights
The intellectual property rights on the documentation generated and on the original ideas conceived during the provision of the Services correspond to BPV ABOGADOS.
BPV ABOGADOS may use, exclusively for its internal use, all documentation generated by the Firm in connection with the provision of the Services. The Client may not distribute it or provide access to other persons other than the Client, except with the prior express and written authorization of BPV ABOGADOS.
The Client releases BPV ABOGADOS from the obligation of custody or preservation of such documents after one year has elapsed.
14. Communications
The Client accepts any unencrypted electronic means as a suitable means for the flow and exchange of documentation, information and, in general, as a communication channel with BPV ABOGADOS for the provision of the Service.
By mutual agreement, and for those documents or information of special relevance or sensitivity that so require and previously defined, the Parties may establish additional procedures and security measures for the transmission and exchange of information and documentation.
15. Entire Agreement
The General Conditions, together with the Proposal of Services constitute the entire agreement reached between the Parties on its the subject matter and replace any previous negotiations that may have arisen between the Parties.
16. Nullity and Inefficiency
In the event that any of the clauses contained in the General Conditions should be declared (in whole or in part) null and void or ineffective, such nullity or ineffectiveness shall only affect such clause (or the part thereof that is null and void or ineffective), with the remainder of the General Conditions and the Proposal of Services remaining in full force and effect, which shall continue to be binding on the Parties.
17. Applicable Law
The Proposal of Services, the General Conditions and the Particular Conditions shall be governed by the laws of the Kingdom of Spain, regardless of the place of execution of the Service or the place of performance. In the event of any dispute arising from the agreement, its interpretation, execution, performance or breach, the dispute shall be submitted to the Courts of Barcelona.
