1. Object

These General Terms & Conditions (“T&C”) are intended to establish the terms and conditions that will govern the relations between DPLL and the Client, in order to regulate the services to be provided by DPLL described in the Proposal of services or Engagement Letter («Proposal»), of which these T&Cs are inseparable part.

2. Scope of services

Our services shall consist on the work described in the Proposal («Services») and would be based on the basis of the information and / or documentation provided by the Client, and on the assumption that this information was valid, authentic, accurate and exact, and would be rendered in collaboration with any Client personnel that might be assigned to the project (“Client Information”). In this regard, the work to be delivered to the Client would constitute the material expression of the services and would not imply an obligation to achieve a result or validation or corroboration of the information provided by the Client through any medium or person.

Notwithstanding that the Services may include advice, opinions and recommendations, all decisions related to the execution and/or implementation thereof will be the sole responsibility of the Client, who will decide in its sole discretion on their adoption and compliance.

DPLL shall not be under any obligation in any circumstances to update any deliverable for events occurring or legislation passed after the issuance of the final deliverable or the provision of the information of the Client.

3. Services regime

The engagement of the aforementioned Services will be performed on a service lease basis, and therefore, provided in accordance with the Civil and/or Commercial regulations as well as the deontological rules of the Barcelona Bar Association.

4. Fees

Our fees shall be expressed in the Proposal and will be billed in addition to the expenses incurred on your behalf to carry out our services, which would be duly supported, and the corresponding VAT.

Our invoices shall be settled by the Client within 30 days of their issuance, via a bank transfer to the account number provided on the invoice itself.

Our estimation of fees is made on the basis that our services will be carried out under normal conditions. If circumstances led us to believe that we might have to devote a greater number of hours or incur further expense we would contact you for the purposes of modifying the terms of the Proposal by mutual agreement. 

In case of default on the invoices issued by DPLL within the period established we could suspend our services until receipt of payment or terminate the Proposal immediately. On signing the Proposal the Client waives the right to claim any damages that might arise from this suspension of services or termination of the Proposal in accordance with this clause. DPLL may provide the deliverables and/or working papers to third parties as evidence of the services rendered. 

The Client and/or other recipients identified in this Proposal would be jointly and severally liable for the payment of our fees, and for compliance with the other obligations assumed on their behalf by virtue thereof. 

5. Duration

This Proposal will enter into force with the acceptance of the Proposal and will remain in force until the fulfillment of the Services detailed therein, provided that the Parties do not express the contrary, in accordance with the provisions of Clause 10.

6. Intellectual property

Any information, advice, recommendations, deliverables or other content of any reports, presentations or other communications we provide under this Proposal (“Report”), other than Client Information, are for your internal use only (consistent with the purpose of the Services) including your board of directors, your audit committee, or your statutory auditors.

You may not disclose a Report (or any portion or summary of a Report) externally (including to your affiliates) in connection with the Services, except:

(a) to your lawyers (subject to these disclosure restrictions), who may review it only in connection with advice relating to the Services,

(b) to the extent, and for the purposes, required by law (and you will promptly notify us of such legal requirement to the extent you are permitted to do so),

(c) to other persons (including your affiliates) with our prior written consent who may use it only as we have specified in our consent, or

(d) to the extent it relates solely to data protection matters, including advice or opinions to which the Services relate (“Data Protection Advice”), you may disclose to anyone a Report (or any portion thereof). With the exception of data protection authorities, you shall inform those to whom you disclose Data Protection Advice that they may not rely on it for any purpose without our prior written consent.

If you are permitted to disclose a Report (or a portion thereof), you shall not alter, edit or modify it from the form we provided.

An “affiliate” of an entity (for the purpose of this Proposal) shall mean an entity or individual that controls, is controlled by, or is under common control with, the first entity, and «control» means the ability to direct the policies or operations of an entity, whether by contract, ownership of equity interests, or otherwise.

DPLL may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how (“Materials”) that we own in performing the Services. Notwithstanding the delivery of any Report, we retain all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and in any working papers compiled in connection with the Services (but not Client Information reflected in them).

Upon payment for the Services, you may use any Materials included in the Reports, as well as the Reports themselves as permitted by this Proposal.

7. Marketing initiatives

For the purposes of marketing or advertising, or in offering our services, unless expressly prohibited from doing so by the Client in writing, DPLL may use the brand and/or trade name of the Client as well as mention the services rendered to the Client, with a generic reference to the nature thereof, as well as other, public information.

8. Confidentiality

Confidential Information shall be understood as any relevant information that comes to the attention of one of the parties on the occasion of the conclusion or execution of the Proposal, which is expressly classified as confidential or that could be considered as such because it affects or refers to the organization, technology, projects, businesses, products or services of the parties. Both parties agree to abstain, without the prior written consent of the other party, from disclosing or informing third parties of any Confidential Information obtained based on the Proposal, unless it:

(i) Is or becomes accessible to the general public as a result of the disclosure of the owner of the Confidential Information;

(ii) It was previously known by the parties without any restriction regarding its disclosure at the time of receipt;

(iii) Can be obtained from a public file or registry;

(iv) Be information as provided in section 7;

(v) Is independently developed by one of the parties without any violation of the Proposal;

(vi) Is required by competent judicial or administrative authority.

The parties agree not to disclose the Confidential Information, except: (i) to the partners, employees or collaborators of DPLL who need to know it for the execution of the Services; or (ii) in case of non-payment of Fees, as proof of the reality of the Services. Upon written request from the Client, DPLL will return the documentation containing Confidential Information to the Client. However, DPLL may keep the copies necessary to comply with applicable professional standards or internal policies and in any case those that support the Services offered.

9. Liability

DPLL undertakes to develop the Services referred to in the Proposal with due professional diligence.

The liability of DPLL (including its partners and/or employees) on any loss, damages or damages that the Client suffers as a result of the Services, whatever it may be, including the eventual negligence of DPLL, will be limited to the amount of the fees actually paid. In no case will DPLL be liable for indirect damages or losses, or consequential, special or incidental expenses of any kind (including, without limitation, loss of benefit, opportunity costs, etc.) even if they had been advised of their possible existence, neither of the results of the decisions adopted by the Client, nor in front of any third party that eventually had access to the result or Reports of the Services.

10. Termination

This Proposal may be terminated for the following reasons, in addition to those provided by laws:

(i) By any of the parties, having to mediate a notice of one (1) month in advance; or

(ii) By any of the parties, in the event of a serious failure of the other party in its contractual obligations. In this case the party that has suffered the breach must require the other party to proceed with the fulfillment of the breached obligation. If 15 days have elapsed since the said communication without the fulfillment of the aforementioned obligation, the compliant party shall be empowered to request the termination of the Proposal.

No party shall be deemed to not have fulfilled its obligations nor will it be responsible to the other party if the terms of the Proposal could not be met due to circumstances which are beyond the control of the party in question, including force majeure situations or where rendering the services would constitute a conflict of interest. In the event of any such occurrence, the party affected shall be obliged as soon as reasonably practicable to notify the other party, who shall have the option of suspending or terminating the Proposal by giving immediate notice upon being made aware of such circumstances.

In case of resolution or suspension without the Services being completed, DPLL will be entitled to the collection of all expenses incurred until the date of resolution or suspension, as well as the fees that will be calculated based on the work done up to that moment, with the addition of the corresponding taxes.

11. Anti-money laundering

DPLL is subject to the rules of prevention of anti-money laundering and terrorist financing. In compliance with one of the obligations derived from said regulations, DPLL is obliged to identify (and verify the identity) its clients, the persons acting on its behalf, as well as the powers of these persons acting on their behalf, which is why the Client is obliged to provide DPLL as much information as is legally required in order to comply with these obligations.

12. Data protection

DPLL informs the signatories of the present Proposal that their personal data (name, surname and signature) will be used for the management of the present contractual relationship, and that such processing is legitimated by the existence of such relationship. The data will be kept for the entire duration of the contractual relationship and beyond, for the legally applicable limitation periods.

Your data may be transferred to public administrations in compliance with tax regulations and to banking institutions in order to proceed with the collection of the services provided, but in no case will they be transferred to countries located outside the European Union on which: (i) there is no adequacy decision by the European Commission; or (ii) they do not provide appropriate guarantees of protection (i.e. certification mechanisms, Standard Contractual Clauses adopted by the European Commission, or Binding Corporate Rules), unless this is necessary to fulfil an obligation under this Agreement.

The signatories may exercise their rights of access, rectification, deletion, limitation of processing, opposition and/or portability by sending a written request to the e-mail address [email protected]; attaching a copy of their ID, passport or other valid identification document. In the event that DPLL fails to comply with its obligations regarding data protection, they have the right to file a complaint with the AEPD (www.aepd.es).

13. Subcontracting

Unless expressly denied by the Client, DPLL may use the services or supplies of third parties to assist in the provision of the Services, DPLL being solely responsible to the Client for the execution thereof.

The parties may not assign, in whole or in part, the rights and obligations provided in this Proposal to a third party, except with the prior written consent of the other party.

14. Miscellaneous

14.1. Entire agreement

The present T&C and Proposal constitute the complete agreement between the parties with respect to the Services and substitutes any other agreement, pact, offer, declaration or oral or written commitment related to them. In case of conflict or discrepancy between the Proposal and the T&Cs, the first one will prevail in relation to the matters in which there is conflict or discrepancy.

14.2. Partial nullity

In the event that any clause of the T&C is declared void, the other clauses will remain in force and will be interpreted taking into account the will of the parties and the purpose of said T&C.

14.3. Resignation

The non-exercise by DPLL of any right derived from the T&C shall not be construed as waiving said right, unless expressly and in writing renounced by DPLL.

14.4. Titles

Clause titles have no more than an indicative value and should not be considered as an integral part of the T&C.

14.5. Communications

All communications between the parties in relation to this Agreement will be made in writing, will be addressed to the addresses established in the Proposal and will be delivered personally or in any other way that certifies receipt by the notified party.

Any change of the addresses designated by the parties to this Agreement must be communicated to the other party in accordance with the provisions of this Clause.

15. Legislation and jurisdiction

The Agreement and all relations between the parties will be governed by Spanish law.

With express waiver of the jurisdiction that may be applicable to them, the parties agree to submit any matter arising from the fulfillment, execution or interpretation of the Agreement or the services derived from it to the Courts and Tribunals of Barcelona.