1. SCOPE OF THE GENERAL CONDITIONS
1.1. These General Conditions comprise the basic framework for regulating the relations between BROSETA ABOGADOS, S.L.P. (“the Firm”) and its clients, and together with the specific conditions agreed upon in each case, form the single body that governs each one of the relations established between the Firm and each client, and both (specific conditions and general conditions) should be applied and interpreted jointly and systematically.
1.2. Nevertheless, in those cases of agreements with Public Sector agencies, organisations and entities, in which the Revised Text of the Public Sector Procurement Law, approved by Royal Legislative Decree 3/2011, of 14 November, will apply, these General Conditions will be applicable insofar as they are compatible with the provisions of the aforementioned legal regulation and other regulations for the implementation thereof.
2. PROFESSIONAL RELATIONSHIP
2.1. The rendering of the services contracted corresponds to BROSETA ABOGADOS, S.L.P., which is considered a party to this agreement, without the professionals that take part in the performance of the agreed work having this status, even when the client establishes the relationship with the Firm in response to the participation of one or several specific professionals. This circumstance will likewise be deemed as occurring when the appointment of a given professional of the Firm takes place by a public authority for the undertaking of any work for a third party.
3. GENERAL SCOPE OF THE PROFESSIONAL SERVICES OF BROSETA ABOGADOS
3.1. The Firm provides professional legal services characteristic of the Law practice, exclusively by means of its partners and of the professionals hired by the Firm, without prejudice to the occasional undertaking of educational and training activities relating to the scope of the Law, that may likewise be performed in favour of the clients.
3.2. The services will be rendered for the exclusive benefit of the client.
3.3. The Firm will solely counsel in Spanish Law and European Union Law. Any mention of foreign legal systems may not be deemed a legal opinion furnished by the Firm. Without prejudice to this, clients have the possibility of accessing the opinion and services of professionals and firms that operate in other jurisdictions, because they are known by the Firm or because they have collaboration agreements with it.
Barring an express agreement to the contrary, the rendering of services by firms from other jurisdictions and, in general, by other firms in favour of the client will be subject to the conditions established by them, and any financial or other type of obligations deriving therefrom will be the exclusive responsibility of the client, without these being deemed in any way as included in the conditions stipulated with the Firm.
3.4. The client may desist from this agreement at any time, providing notice in writing or by email at least three months prior to the date as of which the end of the relationship is to take effect, in the case of the rendering of continuous services.
In cases of non-continuous services, the early termination of the agreement by the client will determine the settlement of fees in which the work performed will be considered, as well as any commitments incurred by the Firm to provide the service contracted and that will give rise to future expenses. Any quantities billed through the date of the termination of the relationship will be deducted from this settlement. All those expenses incurred for the client that have yet to be shifted thereto will also be settled.
4. FEES AND EXPENSES
4.1. The financial consideration for the professional services contracted will be billed as fees, and by means of this the Firm will be compensated for all general direct and indirect expenses incurred by it for the rendering of the services, including the corresponding margin.
4.2. Any incidental expenses incurred for the execution of commissions entrusted by clients will be shifted to them, and they will be obliged to reimburse the Firm for this concept.
Within this category of incidental expenses, the Firm will provide justification for those consisting of taxes, charges, fees of other professionals, notary or registry expenses, translations, expert appraisals, expenses for the issue of certificates, long-distance travel, accommodation in hotels and other establishments, long-distance messengers or with urgency surcharges, teleconference service, per diems associated with night work or meetings and any other that, considered individually, amounts to more than 100 Euros.
In addition, 3% of the amount of the fees for professional participation will be charged to cover the entirety of any petty expenses incurred in favour of the client, normally associated with travel, communication and others.
4.3. The fees for the services contracted will generally be calculated on the basis of the time employed by each one of the professionals taking part in the rendering of the services and the rate established by the Firm, which varies according to the category of each professional.
The Firm takes particular care with regard to the qualifications of its professionals and the assignment of tasks to them, addressing specialisation and efficiency criteria in an endeavour to optimise the time devoted to the resolution of cases.
The Firm, on the basis of its experience, may provide the client with an estimated price, considering the team that is scheduled to take part in the performance of the work and the time it estimates that each one of the professionals taking part will have to devote to it.
If in the course of the work it is revealed that significant deviations may take place (approximately 15%) between the estimated and real price, this will be notified to the client in order to establish a new estimate adapted to the real situation.
The Firm will maintain a detailed record of the tasks performed by the professionals, quantifying the value thereof by rates, and this information will be placed at the disposal of the clients in relation to any tasks commissioned by them.
Criteria other than strict time criteria may be used when so agreed, stipulating closed budgets, budgets based totally or partially on success, contemplating additional premiums associated with the attainment of given objectives, budgets with discount, additional or flat rates. In any event, the specific conditions of the proposals will detail the type that corresponds in each case.
In the case of continuous services whose consideration is established at a fixed quantity, linear accrual and periodic billing (retainer fees), such amount will remain unchanged for a period of one year, unless the duration of the service is shorter.
Nevertheless, if after six months it is noticed that the amount established differs significantly from the result of taking the hours worked by the professionals who participated in the tasks according to their rates, this circumstance will be notified to the client, with a proposed upward or downward adjustment to the periodic retainer unless, given the current circumstances, it is reasonable to expect that the resulting difference will be adjusted in the following six months.
4.4. Any agreements that refer to continuous services will be automatically renewed at expiration without the need for notice of this circumstance between the parties.
4.5. At the start of the calendar year the amount of the considerations for these continuous services will be updated according to the variation to the general consumer price index in the previous calendar year, published by the National Institute of Statistics. This update will not be performed in relation to any agreements executed after 30 June of the previous year.
4.6. The specific conditions of the proposals will establish the manner of determining the agreed fees and the estimated period for execution of the service, unless this is continuous in nature.
5. ADVANCE ON FEES
5.1. The Firm may request an advance on fees prior to commencing the provision of the service. This advance will be applied toward the payment of lawyer fees.
The advance on fees will be calculated as a percentage of the quantity of the fees estimated or agreed in the proposal. The percentage will be the one established in the specific conditions of the proposal.
6.1. Any advances on fees that, where appropriate, are requested will be billed upon the acceptance of the proposals by the clients.
6.2. The fees will be billed monthly as of the moment at which the rendering of the contracted service commences.
Exceptionally periodic billing periods other than monthly periods may be established.
Nevertheless, in procedures of all types, monthly billing may be replaced by billing milestones, in accordance with the contents of the specific conditions.
Monthly billing (or of a different frequency) will not apply with regard to those fees in which the form stipulated entails an accrual different from the periodic one, for example, those cases in which a success clause has been established.
6.3. Value Added Tax will be applied to any quantities billed, pursuant to the obligatory terms in accordance with the Law.
6.4. The quantity to be billed monthly (or by any period other than monthly) will be the one that results from dividing the amount of the estimated fees in the proposal, less the advance deposited on the fees, by the period in months (or by any period other than monthly) estimated for execution of the service.
In those cases in which the budget is modified, the periodic amount to be billed will also be modified.
If for any circumstance the execution contracted for a non-continuous service is suspended for more than two months, the periodic bills will cease to be issued until the execution of the commission recommences.
If it is noted that the duration of the non-continuous service will continue beyond the period for the issue of the last bill envisaged according to the billing schedule established, such last bill will not be issued until the work has concluded.
7. PAYMENTS AND DELAY IN PAYMENTS
7.1. Bills for advances on fees should be paid upon their reception. The Firm reserves the right not to commence the rendering of the service until the aforementioned bills have been paid.
7.2. All other payments of bills issued by the Firm should be paid, via bank channels, within 30 days of their issue and will be paid by direct debit in the bank account of the client.
7.3. Exceptionally for services rendered immediately, means of payment other than direct debit may be allowed, such as an order check, bank transfer or reverse factoring.
7.4. The amounts billed by the Firm that are not paid within the maximum period established in the preceding paragraph will accrue interest as of the day after that date, pursuant to the terms established in Articles 5 et seq of Law 3/2004, which establishes measures to combat late payment in commercial transactions, 29 December.
7.5. If it becomes necessary to send a payment notice subsequent to the bill for the lack of its payment, any collection costs should also be paid, which may in no case be less than 5% of the amount of the bill.
7.6. If any bill is not paid within the period established, the Firm will have the right to suspend all services following notice to the client, and any damages and losses that may be caused by such suspension will be the exclusive responsibility of the client, without the ability of the client to shift these to the Firm.
8.1. The liability of the Firm and of the Partners, Lawyers and employees that have taken part in the case is limited to a maximum of the amount of the professional fees paid by the same client for such case during the twelve months immediately prior to the claim, unless the occurrence of fraud is accredited. In any event, the client accepts to limit the demand for liability exclusively to those cases of fraud and gross professional negligence.
8.2. The client waives claiming liability directly from the Partners, Lawyers and employees of the Firm, and will limit the claim thereof from the Firm.
8.3. The Firm assumes no obligation in relation to the verification of the sufficiency and authenticity of any information furnished to it by the client.
8.4. Any claim for liability from the Firm or its partners, lawyers and employees, regardless of the nature thereof, should be sent within the mandatory period of one year of the occurrence of the event giving rise to the claim, with the client understanding that the failure to do so will waive any action for liability.
8.5. No liability whatsoever may be claimed from the Firm or its Partners, Lawyers and employees for the acts or omissions of third parties, even if these are external collaborators of the Firm (other firms or independent professionals, among others) or that shall have participated at the request of the Firm, but with the knowledge of the client, without prejudice to any direct actions that the latter could exercise against them.
8.6. This clause may likewise be invoked by the Partners, Lawyers and employees of the Firm, as well as by the insurance company.
8.7. The Firm has underwritten a civil liability insurance policy that covers, the risk of the occurrence of damages or losses to the client by deficient professional action, with certain restrictions.
9. COMPLIANCE WITH LAW 10/2010. MONEY LAUNDERING
9.1. Like all law firms, BROSETA Abogados is subject to Law 10/2010 and other regulations related to the prevention of money laundering. Thus, in compliance with the provisions established therein and prior to accepting any professional commission, we ask that you provide us with a copy of the following documentation, if you have not done so already:
For legal entities:
- Proof of name, legal status, address, corporate purpose, and tax identification number (current by-laws or a summary of the registry title for informational purposes).
- Appointment of a Director, delegated authority or proxy of persons to act on behalf of the client.
- National Identification card of the Directors or Legal Agents referred to in the previous point.
- Certificate of Beneficiary Ownership, or in the absence thereof, documentation specifying the individuals who hold the beneficial ownership of the company.
- National Identification card or a valid photo ID.
- Tax ID number (NIF) or Foreigner ID Number (NIE) if foreign.
- Powers of persons acting on their behalf, if any.
10. DATA PROTECTION
10.1. The personal data of the signatories of the proposals issued by the Firm, whether in the case of clients or of those acting on behalf thereof, as affected parties, will be included in a file under the responsibility of the Firm.
Such data will be processed in order to develop the contact relationship established and to allow the transfer of the proposal as well as, where appropriate, the execution of the agreement for the rendering of services.
The proposal itself is provided for informational purposes of the aforementioned circumstances and the signature thereof constitutes express consent to the processing of the data.
10.2. The Firm products and channels a significant volume of information on the services it renders, educational actions, events and sponsorships, as well as on the current regulations associated with its clients and with the sectors on which it provides the greatest attention. Selectively, with specialisation criteria and in an endeavour to provide each client with whatever is deemed as really useful, the Firm places this information service at the disposal of its clients. Unless indicated to the contrary to us, the signing of proposals constitutes the acceptance of the referral of this information, through the communication channels deemed appropriate, including electronic channels. If you do not check the box below with an X, you consent to allow BROSETA to process your data for the purposes described in this paragraph .
10.3. BROSETA hereby informs you of your right to access, oppose, amend, and cancel your personal data under the terms established by Law and you may exercise these rights at any time by sending a copy of your National Identification Card or equivalent document, and a written notice, to: BROSETA Abogados S.L.P. (Ref.: Data protection), Calle Pascual y Genís, 5, 46002, Valencia.
10.4. To execute this proposal, if it is necessary to process personal data for whose file the client is responsible (hereinafter, the “Data”), the Firm will access these as the processor thereof. In such case, the Firm will only process those Data necessary for the execution of the legal advisory services covered by the proposal. Such access to the Data will be performed following client instructions, with the Firm undertaking:
- Not use these for a purpose other than the one giving rise to the signing of this proposal.
- Process these for as long as the proposal remains in force.
- Not disclose these or assign them to third parties, or give access, not even for their preservation, unless so permitted by data protection legislation.
- To adopt the technical and organisational measures necessary to ensure the security of the Data and avoid their alteration, loss, processing or unauthorised access, in accordance with the level of security determined by the client- basic , average or high . If the client fails to comply with the obligation to indicate the level of security to be applied to the Data, BROSETA Abogados will diligently protect the Data with an average security level by default, except when there is access to sensitive data that apply the high level.
- To comply with the secrecy obligation with regard to the Data to which it has access. To likewise ensure that all personnel and collaborators of the Firm that are going to process the Data undertake to safeguard the maximum privacy and confidentiality. For such purpose, access to the data by collaborators will be done in the name and on behalf of the client.
Once the proposal that justifies the access to the Data for which the client is responsible is fulfilled or resolved, any mediums containing the Data will be destroyed by the Firm. The Firm will nevertheless keep a locked copy only of those Data from which any liability could derive for such party as a result of the execution of this proposal. Such locked copy will be maintained for the period during which such liabilities may be requested.
The exercise of the rights of access, amendment, cancellation and/or opposition will be made before the client.
11. CONFIDENTIALITY AND PUBLICITY
11.1. The Firm will respect the confidentiality of the actions undertaken for its clients.
11.2. The Firm may mention the name of its clients and the area, sector or speciality in which it counsels them in any presentations made to third parties, in order to accredit its experience in such sectors and specialities, barring express prohibition.
11.3. Additionally, the Firm may mention the name of its clients, the types of cases on which it is or has worked for them and their quantities, in any information furnished to specialised publications and entities that prepare rankings of firms and lawyers, when the two following circumstances occur:
a) These are not personal data, and
b) The client has expressly authorised it or the information has already been published in the media and the client has not prohibited it.
12. STORAGE OF DOCUMENTS AND INFORMATION
12.1. In general, the client will not deliver original documents to the Firm unless this is essential and expressly requested.
12.2. The client authorises the Firm to preserve a copy of any documents that are delivered to it for the rendering of the services contracted, even following the termination of the contractual relationship. Once the execution of the service commissioned or the relationship with the client has concluded, the Firm reserves the right to destroy the aforementioned documentation at any time.
12.3. The storage of the information and of any documentation associated with the services rendered by the Firm to its clients may take place in the installations of the Firm, its servers or in the installations of third parties or electronic storage mediums contracted by the Firm.
13. APPLICABLE LAW AND JURISDICTION
13.1. The legal relationship between the Firm and its clients will be subject to common Spanish Law.
13.2. Any controversy that may arise between the Firm and a client will be exclusively submitted to the jurisdiction of the Spanish Courts.