1. Professional relationship
1.1 All assignments to any lawyer from CMS Albiñana & Suarez de Lezo or to CMS Albiñana & Suarez de Lezo are considered exclusively assigned to Albiñana & Suarez de Lezo, S.L.P (the " Law Firm "), even when there is the explicit or tacit intention that the assignment was to be carried out by a particular lawyer.
2. Professional Services
2.1 The Law Firm exclusively provides professional legal services. Its only participation in the business of their clients is the provision of legal advice.
2.2 The mentioned services will be provided for the exclusive benefit of the client.
2.3 The client is obliged to cooperate as required in order to comply with the assignment.
2.4 The Law Firm only advises on common or regional Spanish law and EU law. Any mention of foreign legal systems cannot be considered as legal opinion provided by the Law Firm.
3. Collaboration with other CMS law firms
Except where expressly forbidden by the client, the Law Firm may use the services of other CMS law firms in the event that the implementation of foreign or EU legislation is required for the correct resolution of the assignment. In these cases, the client assumes the negotiated cost as agreed, or subsidiary, as established in the present Terms and Conditions.
4. Fees and expenses
4.1 The cost of the services provided by the Law Firm includes fees, expenses and advance payments.
4.2 Unless otherwise expressly agreed, and without prejudice to clause 4.4, the fees will be calculated on the basis of time spent on the matter by the professionals involved, applying each of their hourly rates. Additionally, the Law Firm may consider other factors such as the importance, complexity and urgency of the assignments, working at night or on public holidays.
4.3 The hourly counselling rate for each professional will be calculated in light of their experience or expertise and will be subject to periodic review. The client will have at their disposal, at any time during the administrative services of the Law Firm, information concerning all the hourly rates of Lawyers involved in its case.
4.4 Fees for judicial proceedings will be calculated in accordance with the criteria approved by the respective Bar Association.
4.5 The client is obliged to reimburse the Law Firm for all expenses incurred in the execution of the assignment, which on its performance will be duly justified at the client's demand.
5. Provision of funds and Billing
5.1 Unless otherwise expressly agreed, the Law Firm may request a provision of funds prior to providing their services. This provision of funds will be used to cover the fees, expenses and advance payments for the assignment.
5.2 Unless otherwise agreed, the fees and expenses incurred will be charged monthly.
5.3 All payments will be due within a maximum of 14 days and through bank deposits.
5.4 If the provision of funds or the bills are not paid within the established time limit, interest will accrue from the end of this period, by the amount established in Law No. 3/2004 of 29 December. If it is necessary to make a payment request following issue of the unpaid invoice, the payment cost (which in no event will be less than 5% of the invoiced amount) must be paid.
6. Suspension of service
If any provision of funds or invoice is not paid within the prescribed time, the Law Firm will have the right to cancel all services prior to notifying the client. The Law Firm will not be liable for damages suffered in these cases.
7. Liability
7.1 The Law Firm has taken out civil liability insurance that covers, with certain limitations, the risks that certain damages may be suffered by the client as a result of a professional negligence.
7.2 Aside from what is stated in clause 7.1 above, the parties agree to limit the liability of the Law Firm and of the partners, lawyers and staff engaged in connection with the matter concerned, to a maximum amount equivalent to two times the fee charged in the matter concerned in the twelve months immediately prior to the causal event.
7.3 Except in case of dolus, the client waves the right to bring a claim for direct liability against Partners, Lawyers and staff of the Law Firm and will limit the claim to the Law Firm. This is without prejudice to any action that, if it is the case, the Law Firm may possess against the person who caused the damages.
7.4 It is expressly agreed that only liability emerging from gross professional misconduct and undisputable negligence will be subject to a claim.
7.5 Except as otherwise agreed, the professional services of the Law Firm are understood as hired for the exclusive use of the client in the matter concerned and for the agreed scope. Liability for the use of such services by third parties or for other uses not expressly authorized by the Law Firm may not be claimed.
7.6 Any claim of any nature for damages against the Law Firm, or its Partners and staff, must be brought within a preclusive term of one year, understanding that the client waives the action in the event of not expressly doing so.
7.7 If the damages are caused by the professional misconduct of other members of CMS or by third parties hired by the Law Firm in the name and on behalf of a client with their express or tacit acknowledgement and approval, the client commits to accepting the limitation of liability clauses established by said members of CMS or third parties. Liability for any acts or omissions of such individuals cannot be claimed against the Law Firm or its Partners, lawyers, or staff.
7.8 The above clause can also be invoked by Partners, Lawyers and staff of the Law Firm.
8. Money laundering
The client is obliged to assist in the requirements of money laundering legislation and to provide all relevant information to the Law Firm concerning this issue.
9. Data Protection
9.1 The client has been informed and expressly consents to the inclusion of their personal data in the files of the Law Firm, in addition to the treatment of them for operational and informative purposes arising from the lawyer/client relationship and other related purposes. In addition, the client accepts to receive information related to the Law Firm.
9.2 The Law Firm will ensure that the mentioned personal data is accurate, complete and updated, and will not be used for purposes other than those associated with the lawyer/client relationship, keeping them in the strictest confidence.
9.3 The client may exercise, according to the law, their rights of access, rectification, cancellation and opposition. In order to exercise these rights the client should provide written notice to the address specified in the heading.
9.4 The client agrees that its personal data can be transferred to other CMS firms, for the purposes of achieving the optimum supply of services, avoiding conflicts of interest and to permit the coordination between CMS firms. Also it authorises the transfer of its data to the appropriate agencies in order to comply with the current regulations, including regulations on money laundering.
10. Nondisclosure and publicity
10.1 The Law Firm is required to keep any undertaken action confidential.
10.2 The Law Firm may name its clients in commercial presentations and promotional activities, unless expressly prohibited by them.
10.3 The Law Firm may mention the name of the client as well as the matter and the amount in commercial presentations and promotional activities once the matter is concluded provided that:
this information is not personal data; and
either the disclosure of this information has been expressly authorized by the client or the information has been published on mass media and its disclosure has not been prohibited by the client.
11. Storage of documents
11.1 Generally, the client will not provide original documents to the Law Firm unless it is essential and an express demand is not required.
11.2 The client irrevocably authorizes the Law Firm to keep a copy of the documents provided, even following termination of the contractual relationship, for a term of ten years.
11.3 Following conclusion of the matter, the Law Firm reserves the right to destroy copies of the documents at any time.
12. Language
These Terms & Conditions are also available in Spanish, French and German. In the event of dispute, the Spanish version will prevail.
13. Enforceable law and jurisdiction
13.1 The legal relationship between the Law Firm and its clients will be subject to Spanish Common Law.
13.2 Any dispute between the Law Firm and a client will be exclusively subject to the jurisdiction of the Spanish courts.