General Terms and Conditions

Parties to the Agreement

1.1 Julio Carrillo Recio (hereinafter referred to as ‘CB Legal’ or the ‘Firm’) shall provide the services contemplated in the Proposal for Services to the client (the ‘Client’ and hereinafter referred to as ‘you’) with the professional diligence required by applicable professional standards.

The Proposal of Services shall be valid for thirty (30) days following its issue. Once this period has elapsed without due acceptance and signature by the Client, a new proposal must be issued or its renewal must be previously agreed in writing.

In the event of acceptance and signature by the Client of the Service Proposal, this will have the legal nature of a Service Provision Agreement (the ‘Agreement’) of which these General Terms and Conditions also form an integral part.

1.2 CB Legal will provide the services as an independent contractor, maintaining the hierarchical labour dependence of all professionals participating in the performance of the work, being responsible at all times for their management, their remuneration, and may not be considered in any case an employee, agent, partner or collaborator of the Client.

1.3 CB Legal undertakes to handle on its own, with its own resources and without the possibility of any delegation to third parties, (unless previously authorised by the Client) all matters entrusted to it by the Client, in full compliance with the Client's ethical rules.

1.4 In those matters in which the intervention of third parties is necessary, such as notaries, solicitors, experts, translators, auditors and/or similar, the Client expressly authorises CB Legal to appoint the persons with whom it usually collaborates, and the Client assumes the consideration for such services.

1.5 CB Legal will be solely liable to the Client for the provision of its services and the fulfilment of the obligations arising from the Agreement.

1.6 CB Legal will not be liable for any business management decisions that, beyond the strictly legal aspects, may be taken by the Client, even if such decisions are taken on the basis of the legal advice provided.

2. Advice from CB Legal

2.1 Any advice, information or documentation that CB Legal provides to the Client in relation to the services provided will be exclusively for its internal use. The services usually provided to the Client are for specific assignments or projects, or for ongoing advice on an equal basis in any of the areas of expertise of the Firm. The services provided by CB Legal may include partial or total work carried out by artificial intelligence tools.

2.2 The Client will refrain from disclosing, outside its internal environment, the content of the reports or work carried out by the Firm, except: (i) to the lawyers appointed by the Client; (ii) when required to do so in compliance with a legal duty; and/or (iii) to any other person with the consent of CB Legal.

2.3 The documentation, reports, notes or legal work related to the services shall not be considered final until the issuance of the final documents, and therefore any draft work cannot be considered final until the issuance of the final document to the Client, upon request of the Client. CB Legal is under no obligation to update a final report or document based on events or circumstances that may have occurred after its delivery to the Client.

3. Responsibilities of the Client

3.1 The Client will assign the supervision of the services to a qualified person and will be responsible for all management decisions taken in relation to the services.

3.2 The Client will immediately provide CB Legal with all the information, documentation, resources and assistance required for the provision of the services.

3.3 All information provided by the Client or by third parties on his behalf (‘Representatives’) is presumed to be complete in all respects. The provision of such information by the Client will not infringe any confidentiality, copyright or intellectual property rights, or any other rights of a third party.

3.4 CB Legal will base its work on the information and documentation provided by the Client or its Representatives and, unless expressly agreed otherwise, assumes no obligation to verify the accuracy thereof.

4. Limits to the provision of services

4.1 CB Legal cannot guarantee the professional success of the actions it undertakes on behalf of the Client and, in particular, in matters relating to litigation, as the outcome is not the exclusive competence of the professionals providing the services, as other third parties may be involved and may determine the outcome. The provision of the services by CB Legal will be considered an obligation of means and not an obligation of result.

4.2 CB Legal will not be liable to the Client for economic damages arising from indirect damages arising from the services provided. The total and joint liability of CB Legal towards the Client and/or third party beneficiaries of the services, for losses or damages of any nature related to the services provided, is limited to the amount of the professional fees received by the Law Firm, unless: (i) the Client proves that the Law Firm acted with intent or gross negligence; and, (ii) the services have been provided in breach of the applicable law or professional regulations.

4.3 The Client may not hold CB Legal, its partners, lawyers and employees liable for any acts or omissions of professional third parties involved in the provision of the services, except as provided for in this section.

5. Intellectual and Industrial Property

5.1 CB Legal will own all intellectual and industrial property rights derived from the materials, documents, reports, writings and/or any others related to the services provided.

6. Confidentiality

6.1 Neither party may disclose to any third party the contents of this Agreement or any information provided by or on behalf of the other party, which shall be treated as confidential. Either party may, however, disclose such information in the event that it becomes publicly available (provided that the public nature has not been voluntarily provided by either party), or where disclosure is required by law or in the context of a judicial or administrative proceeding.

6.2 Both parties declare that, at all times, it will be mutually required that one party provides the other with all the information necessary for the successful completion of the tasks entrusted to it, without confidentiality being a reason for the impossibility of providing the service. Similarly, at all times CB Legal and the Client will maintain the collaboration and loyalty necessary for the fulfilment of the object of the contract, with good business faith of both parties prevailing at all times.

6.3 CB Legal guarantees the Client that the Firm and the professionals involved in the processing of the Client's information will maintain the appropriate obligation of professional secrecy, acting at all times with the confidentiality required by the services provided.

7. Data protection

7.1 In compliance with the Personal Data Protection regulations and, mainly, with Regulation (EU) 2016/769 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (‘General Data Protection Regulation’ or ‘GDPR’) and with Organic Law 3/2018, of 5 December on the Protection of Personal Data and guarantee of digital rights (LOPDGDD), CB Legal, with NIF number 03932812-L and with fiscal address at Calle Dione number 13, Dénia (Alicante), informs the Client that their personal data and the data of the contact persons linked to the provision of the services will be processed for the purpose of carrying out the necessary management for the provision of the services of CB Legal and for the purposes that are relevant, including billing, collection and income management, accounting and economic-administrative management.

Similarly, the Client's personal data may be processed for the purpose of sending promotional communications about services similar to the one contracted, which may be of interest to the Client, pursuant to article 21.2 of Law 34/2002, of 11 July, on information society services and electronic commerce (‘LSSI-CE’), giving the Client the opportunity to unsubscribe from any of the electronic communications sent to him/her. You may request the sending of the Firm's Newsletter, and indicate your preferences regarding the content you wish to receive through this e-mail info@cblegalservices.com. 

The legal basis for the legitimacy of the processing is, in general, the execution of the service provision contract signed (article 6.1. b of the RGPD), the legitimate interest of the Data Controller (6.1.f of the RGPD) and, where appropriate, the consent of the data subject (6.1. a of the RGPD), when expressly required to do so.

The Client is informed that their data will be processed during the development of the contractual relationship and for as long as they are necessary for the purpose justifying the processing. They may also be kept for the time necessary in accordance with the provisions of the regulations governing the professional practice of law and law firms, as well as the regulations on money laundering when applicable, under the terms of Article 32 of the LOPDGDD.

Your personal data will not be communicated to third parties nor will international data transfers be carried out, unless it is necessary to comply with this contract or with legal obligations applicable to CB Legal. The foregoing is without prejudice to the possibility that CB Legal may contract with third party providers that offer adequate guarantees, according to the law, and that could access the personal data of the Client for the proper provision of the contracted services.

7.2 When it is necessary for the provision of the service that CB Legal processes personal data under the responsibility of the Client, CB Legal, as Processor, will carry out the processing limited to what is necessary for the performance of the service and will not use or apply such data for a purpose other than the provision of such service. In this area, CB Legal undertakes to comply with all the obligations that may correspond to it in accordance with the relevant regulations, specifically the provisions of article 28 of the RGPD and other implementing regulations, and to follow the instructions that the Client, as Data Controller, may give it in this regard.

The data processing envisaged, the type of data and the category of data subjects concerned by the processing are those directly related to and necessary for the proper performance of the provision of services.

For these purposes, CB Legal undertakes to process the information or data provided or accessed by virtue of this provision, with the appropriate security conditions that are relevant in each case in accordance with the provisions of article 32 of the GDPR.

Likewise, CB Legal undertakes to keep under its control and custody all the data that you provide to us, and not to disclose, transfer, or in any way communicate or transfer them to third parties, not even for storage, to other persons, unless such communication is made in favour of natural or legal persons who contribute to the provision of the services initially agreed between the parties. In any case and unless expressly stated otherwise, the Client authorises CB Legal to subcontract to third parties, as support in the execution of the services offered to the Client, if necessary. In any case, when CB Legal uses a subcontractor on behalf of the Client, the obligations stipulated in this document will be imposed on the subcontractor with regard to data protection.

Similarly, CB Legal will only allow access to the Client's personal data to those employees who have a need to know them in order to provide the contracted services, and undertakes to inform its staff and collaborators, whether internal or external, of the obligations arising from this clause and those relating to the processing of personal data and guarantees that the persons authorised to process personal data have undertaken to respect their commitment to confidentiality.

CB Legal undertakes not to carry out international transfers of the personal data to which it has access as a result of the provision of the contracted service.

Once the provision of services agreed between CB Legal and the Client, which justifies access to the personal data for which the Client is responsible, has been completed, the personal data processed by CB Legal will be destroyed or returned, at the Client's choice, as well as any medium or document containing any personal data processed, unless the retention of personal data is required by the applicable regulations. Thus, the Client will have the right to carry out the verification of such compliance.

CB Legal, in its capacity as Data Processor, will reasonably assist and provide the Client with support in complying with its legal obligations regarding data protection and, in this regard, undertakes to:

• Assist the Controller in ensuring compliance with the obligations set out in Articles 32 to 36 of the GDPR, taking into account the nature of the processing and the information available to the Processor in the framework of the provision of the services.

• To assist the Controller, taking into account the nature of the processing, through appropriate technical and organisational measures, whenever possible, so that the Controller can comply with its obligation to respond to requests aimed at exercising the rights of data subjects established in the current regulations (access, rectification, erasure, restriction of processing, data portability, objection, not to be subject to automated individualised decisions (including profiling). CB Legal will not be responsible for dealing with requests on behalf of the Client, but will merely assist the Client as a data processor on its own behalf, and under no circumstances may this be considered an obligation to provide specialised advice on the matter.

• To notify the Controller without undue delay of any breaches of security of the personal data of data subjects of which it becomes aware, when the security breach affects personal data processed on behalf of the Client. The foregoing is articulated as a mechanism of help and assistance to the Controller for the purposes of being able to comply with their respective legal obligations contained in articles 33 and 34 of the GDPR, and without in any case being considered an obligation to provide specialised advice on the matter.

CB Legal, as processor, will only be liable for damages caused by the processing when it has not complied with the obligations of the GDPR specifically addressed to processors or has acted outside or contrary to the legal instructions of the Controller. In any event, the Processor shall be exempt from liability under Article 82.2 of the GDPR if it proves that it is in no way responsible for the event that caused the damage.

For its part, the Client undertakes to:

• Allow CB Legal access to the data and personal information required for the proper provision of the services referred to in the Contract.

• Comply with all applicable obligations under current data protection legislation.

• To transmit to CB Legal the documented instructions on the processing of personal data carried out within the framework of the processing carried out as a processor on behalf of the Client.

8. Professional fees and expenses

8.1 The Client will pay the professional fees and specific expenses arising from the services provided by CB Legal, as detailed in the applicable Proposal for Services. The Client will also reimburse the Firm for the expenses incurred by the Firm in providing the services. The fees provided by CB Legal do not include taxes or similar charges incurred in connection with the provision of the services, which will be borne by the Client.

8.2 The Client must make payment within seven (7) calendar days from the date of issue of the invoices, unless another payment period is stated in the Proposal for Services. The method of payment shall be by bank transfer or cash payment into the bank account of the Firm stated on the invoice sent to the Client by e-mail, or failing this by ordinary mail. In addition, with the Client's prior authorisation, the Firm may pay the professional fees by direct debit to the Client's current account.

8.3 When the Law Firm provides recurring services invoiced by the system of equalisation or hourly exchange, CB Legal will issue the invoice corresponding to the services to be provided on the first working day of each month.

8.4 When the Client has entrusted CB Legal with the legal management of a legal proceeding and the Client is the beneficiary of the collection of legal costs and the Firm has not agreed or received its professional fees or, where applicable, the required provisions of funds, either because it is on a full equalisation basis or for any other reason, CB Legal may take over the aforementioned legal costs up to the amount of the fees due or arising from the provision of the services.

8.5 CB Legal may charge additional fees: (i) when events beyond its control (including acts or omissions on the part of the Client) occur that affect the provision of the services in the manner and within the timeframe initially agreed; or, (ii) in the event that the Client requests the Firm to provide additional services. In the latter case, CB Legal may issue the Client with a brief description of the professional assignment together with an estimate of the fees and any other conditions that it deems necessary, by electronic means, without the need to subscribe a proposal for additional services.

8.6 In the event of non-payment, it is expressly agreed that the interest generated by the debt, from the time when payment should have been made, shall be calculated on the basis of Law 3/2004, of 29 December, which establishes measures to combat late payment in commercial transactions. In the event that the Firm issues a demand for payment after the invoice has been issued and sent, the Client must pay the collection costs, which will not be less than 5% of the debt.

8.7 CB Legal may ask the Client to make a deposit to cover expenses, including but not limited to fees, taxes, surcharges and registration notes.

9. Term and termination

9.1 The agreement shall apply to all services provided by the Firm to the Client, including those commenced prior to the signing of the Proposal for Services.

9.2 The contract shall terminate upon completion of the services covered by the Services Proposal or, as the case may be, those agreed with the Client. In the case of recurring services, the duration shall be as stated in the Proposal for Services. Either party may terminate the contract in advance, by notifying the other party at least 30 days in advance. In the absence of notice and in the case of recurring services, the contract will be understood to be automatically extended for annual periods.

9.3 The repetition of two or more delays in the payment of invoices (arising from recurring or specific services) shall entitle the Firm to terminate the contract in advance and to demand payment of the agreed fees in accordance with the provisions of Clause 8.6. Likewise, failure to pay any expenses shall entitle the Firm to terminate the contract early.

9.4 In the case provided for in point 9.3 regarding the provision of recurring services, the Firm will send the Client a proposal containing a list of the cases and disputes that are pending. In the absence of express acceptance by the Client, within the period indicated in the proposal, CB Legal will be entitled to notify the Courts, Tribunals, other parties and lawyers of other parties that it is no longer responsible for the handling of such cases. CB Legal will continue to handle such cases until the period of time indicated in the proposal has elapsed.

9.5 The Client shall pay the fees arising from the services rendered up to the date of the resolution, as well as the expenses incurred.

10. Prevention of money laundering

10.1 In compliance with the current regulations on the Prevention of Money Laundering and the Financing of Terrorism, the Firm informs that as an obliged subject in accordance with Law 10/2010, of 28 April, it may request the Client and the Client undertakes to provide, where appropriate, all the information required for due diligence in the business relationship, in accordance with the internal control measures adopted by CB Legal. The Client is informed of the obligation of the Firm to transfer client data to the competent bodies when required to do so, or in strict compliance with the regulations in this area.

11. Reporting obligations in the field of taxation in relation to cross-border reportable arrangements

Both parties are aware of the obligations of CB Legal in relation to Council Directive 2018/822 of 25 May 2018 amending Directive 2011/16 as regards automatic and compulsory exchange of information in the field of taxation in relation to cross-border reportable arrangements, known as ‘DAC 6’ and transposed by Law 10/2020, of 29 December, in turn implemented by Royal Decree 243/2021, of 6 April, and Order HAC/342/2021, of 12 April, and the Resolution of 8 April 2021 of the Tax Management Department of the AEAT, and the non-existence of any impediment to compliance therewith.

In particular, in the event that the services to be provided by CB Legal consist of advice relating to the design, marketing, organisation, provision for execution or management of the execution of a cross-border mechanism as defined in the DAC 6 Directive, such advice will be provided for the sole purpose of assessing the compliance of such mechanism with the applicable regulations.

Without prejudice to the provisions of Section 6 of these General Terms and Conditions, the confidentiality agreed will in no case entail a requirement for CB Legal to refrain from disclosing to other intermediaries or to the tax authorities the manner in which a potential cross-border arrangement reportable under the terms of the DAC 6 Directive could provide the client with a tax advantage. 

12. Applicable Law and Dispute Resolution

12.1 The Proposal of Services, the present general contracting conditions and the non-contractual obligations derived from the same, will be governed by Spanish law.

12.2 Any dispute relating to the contract will be subject to the exclusive jurisdiction of the Courts and Tribunals of Dénia (Alicante).

12.3 Both parties agree that CB Legal will not have to limit the provision of its professional services with respect to any third party, and may even provide the same or similar services to other companies in the Client's sector, provided that it does not breach its ethical obligations.

13. Assignment of the Contract

Neither party may assign its rights or obligations under the contract.

14. Final Provisions

14.1 The illegality, nullity or invalidity of any provision of the Contract (in whole or in part) shall not affect the validity of the remaining provisions. 

14.2 These General Terms and Conditions and the Proposal of Services constitute the entire agreement between the parties in relation to the Services and the other subject matter hereof, and supersede all previous agreements and representations in relation thereto.

14.3 The parties may execute the Services Proposal and any amendments thereto in writing by electronic means and each party may be required to execute a separate hard copy of these documents. 

14.4 The parties declare that the persons signing the Proposal for Services are duly authorised for this purpose.