(LeQuid Abogados SLP)
1 Scope of application
1.1. Objective scope of application.
These general conditions constitute a basic regulatory framework for the relationships established between LeQuid and its clients. These, in conjunction with the specific conditions agreed in each case, will form the body that governs each individual relationship established between the Firm and each client, and both these and others (particular conditions and general terms and conditions) should be applied and interpreted jointly and systematically.
These general conditions shall be applicable to all the professional services provided by LeQuid,
These terms and conditions will be considered as a basic and additional framework to the particular conditions or “Proposal of Services” that are agreed in each specific case, between LeQuid and the Client, the particular conditions or those considered more appropriate by LeQuid in each case, prevailing over the general conditions in the event of discrepancy.
For such purposes, “Services” shall be deemed to mean the professional tasks to be carried out by LeQuid and as described in the Proposal of Services.
Furthermore, LeQuid or the “Firm” shall be deemed to mean “LeQuid Abogados Economistas y Administradores Concursales SLP”, domiciled in Madrid, Calle Capitán Haya, número 1, planta 15 and Company Tax Identification Code No. B-83772731. The company is registered at the Company Register of Madrid as of 18/11/2003, under Volume: 19380, page: 139, section: 8, sheet: M -339870, registration 1.
Users can contact LeQuid via the e-mail address firstname.lastname@example.org or via telephone number +34 91 418 43 52.
Finally, “Client” shall be deemed to mean “the recipient of the Proposal of Services and of the services provided”.
In these General Conditions, “LeQuid” and the “Client” may be jointly named as the “Parties”
1.2 Subjective scope of application.
Within the scope of providing services, the intervening parties are LeQuid and the Client. Except by written, express authorisation from LeQuid, the Client may not grant the services contracted to any third party.
2.1 The Services to be provided to the Client by LeQuid shall be limited to those listed under the Proposal of Services or particular conditions agreed for each specific task or matter entrusted to the Firm. Any modification to such documents must be agreed in writing between the parties in all cases.
Any modification the client wishes to make with respect to the services contracted with LeQuid should be done expressly, and never implicitly; on one hand within a sufficient timeframe to ensure that it can be implemented, and on the other, through effective communication. Effective communication shall be understood as: telephone, email and an arranged meeting on the Firm´s premises (the latter option being recommended as it is the most effective).
2.2 The Client shall decide on the execution, monitoring or application of the professional recommendations or opinions made by LeQuid within the scope of the Services agreed in the Proposal of Services, assuming sole liability arising from such decisions.
3.1. LeQuid has a team of professionals and specialised employees for every area of professional service, under a variety of contractual modalities.
Each Proposal of Services shall inform the Client of the team assigned to their case, notwithstanding the fact that LeQuid, when it deems advisable or necessary in attending the needs of the Client or of the matter, may replace or modify the team initially assigned.
4 External collaborators
4.1. In the event of requiring the collaboration of advisors from outside the Firm (“Collaborators“), after informing the Client of this and unless the Parties expressly agree otherwise in writing: (i) LeQuid shall coordinate the works to be carried out and shall liaise between the Client and the Collaborators; (ii) the breakdown of services provided shall be established between the Client and LeQuid; (iii) LeQuid’s fees shall be independent of the Collaborators’ fees and (iv) LeQuid shall assume no liability for the advice provided to the Client by the Collaborators.
Fees and expenses
5.1 Calculation of fees for the contracted professional services will be based on the time spent by each of the professionals involved in providing the services, and the rate established by the Firm which varies according to each professional´s category.
Fees, and the terms payment, which under no circumstances may exceed 60 days as from the date of providing the services, shall be as established in the Proposal of Services in accordance with the criteria stipulated therein. The amounts invoiced by the Firm that are not settled within the maximum term established in this paragraph, will accrue interest from the day following this date, under the terms of articles 5 and onwards of Law 3/2004, 29 December, which set out of measures to combat default in commercial operations.
5.2 The Firm is particularly attentive towards the qualifications held by each of its professionals and to whom each task is assigned, based on specialisation and efficiency criteria with a view to optimising the time spent on resolving the matters at hand.
Based on its experience, the Firm can provide an indicative quotation, considering the team that will be assigned to the job and the estimated time that the professionals involved will need to spend resolving them.
Should it come to light during the execution of the project that significant deviations between the indicative quotation and the realistic total may develop, the client will be informed with a view to establishing a new, more realistic quotation.
Alternative criteria to those strictly hour-based fee calculations could be used upon agreement, establishing closed quotations, quotations partially or entirely based on outcomes, taking into account additional bonuses linked to specific objectives, quotations with discounted, increased or flat rates. In any case, the corresponding method will be detailed in the particular conditions of each individual quotation,
5.3 Each invoice shall show the fees accrued according to the provisions made under the Proposal of Services or other conditions expressly agreed between the Parties. It shall also show other expenses and costs in which LeQuid could reasonably have incurred and which shall be reimbursed by the Client. Each amount invoiced shall be subject to the taxes corresponding in accordance with the effective legislation.
Whatever other, complementary services to those provided (such as notaries, registries, administration of press announcements, among others) shall be contracted and paid for by the Client directly.
Except by express agreement set forth in the Proposal of Services, LeQuid shall not be obliged to advance or provide funds to the Client nor make, on its own account, payments of expenses, services or costs.
5.4 Provisions of funds or deposits which, as the case may be, the Client makes, shall be used for paying amounts on their own account. The Client expressly authorizes LeQuid, following notification served by the Client, to allocate the provision of funds or deposit made by the Client to paying any amount owed to LeQuid as fees or expenses, provided such amount is liquid, payable and due.
5.5 The fees and expenses shall be paid on the date(s) due and under the conditions stipulated and accepted under the Proposal of Services or other conditions expressly agreed between the Parties.
5.6 The Client’s obligation to pay the fees and expenses to LeQuid is independent from any right that may correspond to the Client with respect to third parties as a result of the Services provided. Accordingly, and among other possible suppositions, in litigious or judicial matters, the counterparty’s liability to support costs does not exempt nor free the Client from covering LeQuid’s corresponding fees and expenses.
5.7 Fees and expenses shall be settled in all cases, even in the event when the operation or matter for which the services were provided is impeded.
5.8 Should LeQuid incur supplementary expenses in the process of carrying out the Client’s orders without having any obligation to cover them, these costs will be passed onto the Client who will always be responsible for their reimbursement to the Firm. The Firm will provide proof of such supplementary expenses with reference to taxes, charges, other professionals’ fees, notary and registry expenses, translations, inspections, charges for issuing certificates, long-distance journeys, accommodation in hotels or other similar establishments, long-distance messengers or urgency surcharges, teleconference services, subsistence related to night shifts or meetings or similar instances, as long they individually amount to more than 100 euros. If an expense does not exceed the said amount, the Firm has no obligation to present documental proof, without prejudice to requesting its reimbursement.
5.9 Ongoing service agreements will be automatically renewed on the corresponding renewal date, without the need for communication between the parties.
The amounts to be paid for these ongoing services will be adjusted at the beginning of each calendar year, in accordance with the consumer price index recorded in the previous calendar year, as published by the National Institute of Statistics.
5.10 The fee calculation method and the estimated timeframe for completion of the services contracted can be established in the particular conditions of each quotation, except if, among other factors, the agreement is of an ongoing nature.
6 Provision of Funds
6.1 The Firm may request the provision of funds before commencing the service provision. The funds provided will be deducted from the final fee payment,
The calculation of fund provisions will be based on a percentage of the estimated fees or those previously agreed in the quotation. The percentage will be that already established in the particular conditions of the quotation.
6.2 The client authorises LeQuid to allocate the prevision of funds or deposit made by themselves to cover any amount owed to LeQuid in relation to fees and expenses.
6.3 Invoices for provision of funds must be settled upon receipt. The Firm reserves the right to suspend the commencement of any service provision while such pending invoices have not been paid.
7 Invoicing and payment
7.1 Unless LeQuid and the Client agree otherwise, invoices issued by the Firm shall be payable at sight and under the special conditions stipulated therein. The term of payment may under no circumstances exceed 30 or 60 calendar days calculated as from the date of providing the service or, exceptionally, as provided by Act 3/2004, of 29 December, laying down measures to prevent late payment in commercial operations.
LeQuid may claim from the Client the interest on arrears provided by law in the event of delay in payment of the invoices as from the date of their expiry.
7.2 Any discrepancy by the Client as regards an invoice must be rapidly notified to LeQuid’s administration department, and, as the case may be, payment of the total or part of the invoice that has not been questioned must be paid.
7.3 Reimbursement, were it to be necessary, of amounts that the Client had paid to LeQuid by way of payment in advance or on account, shall be made under the conditions agreed between the parties.
7.4 In the event of non-payment by the Client, LeQuid may, after notification in writing and in accordance with the professional or ethical regulations governing its activity, cease to provide any Services to the Client, without the Client being entitled to bring a claim or complaint for such suspension or for damages that may arise therefrom, the Client will henceforth assume full responsibility for all damages or losses resulting from this suspension of services, without being able to revert these back to the Firm. Insofar as the situation of non-payment remains and unless there are provisions otherwise in the professional or ethical regulations for its activity, LeQuid shall not provide the Client with any of the works carried out, fully or partially. Similarly, even if a payment becomes necessary following non-payment of an invoice, recovery costs shall also be reimbursed which will never, in any case, be less than 5% of the total invoice amount.
6.5 If the Client requests Services to be provided for companies under its control or for any other third party, or in other circumstances in which legal costs are assumed by third parties, LeQuid shall directly invoice the entity stipulated, although the Client shall be liable for any amount not paid upon expiry.
8 Information and documentation
8.1 LeQuid shall request from the Client all the information and documentation necessary, in its opinion, for properly and effectively providing the Services. The information and documentation shall be sent by the Client to LeQuid by the means considered most suitable to safeguard confidentiality, whilst offering diligence. The Client declares and guarantees that it is properly entitled and authorised to send the documentation and information that it provides to LeQuid, and shall hold LeQuid harmless from any claim from third parties as a result of access to the information or documentation sent by the Client or at its behest.
8.2 The client authorizes the Firm to keep copies of documents provided for the provision of the contracted services, even after the contractual relationship has ended, Once the contracted services or the Client relationship has ended, the Firm reserves the right to destroy such documentation whenever it deems appropriate.
8.3 Information or documentation linked to the services provided to its Clients can be stored on the Firm’s premises, on its servers or on third party premises, or via other electronic methods contracted by the Firm.
8.4 The Firm shall not be held responsible for verifying the adequacy or authenticity of information provided by the Client, who assumes total responsibility for any damages incurred resulting from the consequences of such a situation, without being able to recover the said damages (neither the client nor any third-parties involved), from the Firm.
9 Professional secrecy and data protection
9.1 All relations between LeQuid and the Client shall be governed by the current and applicable legislation at and give time relating to professional secrecy and data protection, which shall remain applicable even after Services cease to be provided. Accordingly, LeQuid shall strictly comply with the effective legislation regarding data protection, also undertaking to safeguard the confidentiality of all information and documentation received from the Client which is not public domain, and may only disclose it with the Client’s authorisation or by order of any administrative or judicial authority or body legally authorised to do so.
9.2 Except when LeQuid and the Client agree otherwise, the Firm shall not keep original documents unless strictly necessary for properly providing the Services. Once the Services are no longer provided, LeQuid shall return to the Client all original documentation it has as regards the Client or the particular matter to which the services refer, following stipulation by the Client of the terms in which such return must be carried out.
9.3 Except by express request by the Client, LeQuid shall keep in its files copies of the information and documentation provided by it and which relate to the matter for which Services are provided. LeQuid assumes no obligation whatsoever to keep such copies for a specific period of time, and may destroy such files without requiring any authorisation.
9.4 Unless the Client expressly states its opposition, it authorises LeQuid to include it in its public lists of clients, LeQuid safeguarding at all times its obligations regarding confidentiality and data protection.
10.1 The Client may communicate and exchange information and documentation with LeQuid via the addresses and by the means notified by the person responsible for such matters.
10.2 Except when expressly agreed otherwise, the Client accepts unencrypted e-mail as a standard channel of communication with LeQuid for exchanging the information and documentation that the parties consider necessary. The Client exempts LeQuid from any liability for interception or access to the e-mail by unauthorised persons, and from any damages that may be caused to the Client as a consequence of computer viruses, failures in the network or similar events, unless it were by causes attributable to LeQuid.
Notwithstanding the above, the nature of providing the inherent and unavoidable legal services of this profession, on one hand involve time and space constraints (a large number of office departures; meetings, trials, visits, etc.) and on the other, although due the same reasons, limitations of communication by e-mail (extent, difficulties to transmit nuances, omission of relevant data, lack of simultaneity in communication). It is therefore our obligation for reasons of prudence and effectiveness, to ensure that the Client is aware of the following measures:
- Establishing direct contact (telephone or personal meeting) if it is a new matter or an important change to a matter in progress, which would under no circumstances be interpreted as either accepted or produced, unless otherwise expressly indicated by Le Quid in its answer to the Client.
- With each individual communication, an explanation of the content and meaning, in the event of sending attached files, or similar, will always be included along with proof that the Client has read the explanation provided.
- Should the Client not follow these guidelines relating to communication, the Firm shall not be responsible for any resulting damages or losses (in law or in fact), such as omission or failure to read the answer to the Client. Should such a situation arise, it shall therefore be the Clients exclusive responsibility to cover any damages or losses, without being able to revert these damages (neither the client or third parties involved), back to the Firm.
10.3 By mutual agreement, and for any especially relevant or sensitive documents or information that so requires, the Parties shall establish the procedures they consider most appropriate in order to exchange them.
11 Conflicts of interests
11.1 LeQuid provides services to both Spanish and foreign clients, so prior to issuing the Proposal of Services, the Parties shall verify there are no conflicts of interests that could hamper the proper provision of services. If in the course of providing the services, the Client were to become aware of any circumstance that could give rise to a situation of conflict of interests, it shall immediately notify this to LeQuid. Furthermore, LeQuid shall immediately inform the Client when it becomes aware of situations of conflicts of interests that arise due to any unforeseen circumstance.
11.2 LeQuid may intervene on behalf of any third party (even in cases where the interests of such third party are contrary to the Client’s interests, both in and out of court), provided they refer to matters or questions other than and with no relation to the matters entrusted by the Client to LeQuid (and even when this could mean acting against the Client itself or against any other entity in which it has a stake), without such situations involving a conflict of interests that prevents LeQuid from accepting and carrying out such responsibilities for third parties, except in cases where, in accordance with the professional or ethical regulations governing LeQuid’s activity, this were not possible.
12 Verification of data
12.1 In compliance with Act 10/2010, of 28 April, regarding the prevention of money-laundering and the financing of terrorism, LeQuid shall verify the Client’s identity and its operations and activities, prior to accepting any professional assignment. The Client undertakes to provide LeQuid, fully and truthfully, with any and all information necessary and required for such purposes. In the event the requested information is not obtained, LeQuid shall not be able to provide Services to the Client, and LeQuid assumes no liability as a result.
12.2 LeQuid is also obliged, in the terms legally provided, to notify the Executive Money-Laundering Prevention Service (SEPBLAC) of any fact or operation, even attempted, with respect to which there exists any indication or certainty that it is related to money-laundering or the financing of terrorism, and must abstain from carrying out any operation with respect to which such circumstances arise.
LeQuid shall not be liable to the Client for damages that this may cause as a consequence of LeQuid complying with such legal obligations. (Eliminar)
12.3 Payment of fees to the Firm shall be done via a bank account in the Client’s name, in a financial institution registered within the European Union, or in equivalent third countries that are in agreement with money-laundering prevention legislation in force on the present day.
12.4 LeQuid shall not be liable to the Client for damages that this may cause as a consequence of LeQuid complying with such legal obligations.
13.1 The Client may terminate the provision of Services at any time, with a reasonable term of notice, without the need to provide any reason.
13.2 Subject to compliance with the professional or ethical regulations governing its activity, LeQuid may cease to provide the Services in progress (or to refuse to manage one or several specific matters) at any time, with a reasonable term of notice, due to loss of confidence, for ethical reasons or reasons of any other nature.
13.3 In any event, the Client shall be obliged to pay LeQuid’s fees and expenses accrued up to the date of terminating the Services.
13.4 Except by agreement of the parties otherwise, subsequent updates of information, opinions, recommendations, advice or consultancy arising from regulatory changes or other information following the date of terminating provision of services shall be subject to a new Proposal of Services.
14.1 For reasons of costs and the efficiency of professional circles, among other things, the liability of the Firm, its partners, lawyers, staff and collaborators involved is limited to the maximum amount of the fees paid by the same client in relation to this area, in the twelve months preceding the claim, unless fraud is clearly and demonstrably proven.
In any case, the Client agrees to circumscribe to the demand of exclusive responsibility for clear and proven cases of fraud or serious professional negligence. This is all understood as an essential part of this contract and necessary for its validity.
The Client renounces any efforts to place direct responsibility on partners, lawyers, staff and collaborators, limiting any claims to the Firm itself.
14.2 No claims can be made against the Firm nor its partners, lawyers and staff for the responsibility of acts or omissions made by third parties, even though they may be external collaborators with the Firm (other firms or independent professionals, among others) who may have intervened at the Firm´s request but with the Client’s knowledge, without prejudice to an direct actions that the client could take against such parties.
14.3. In any event, LeQuid shall be liable for damages arising or caused, wholly or partly, as a consequence of the deceit, concealment, delay in providing information, non-compliance with these general conditions, or other behaviour by the Client that were deceitful or negligent, or not carried out in accordance with the principles of the good faith, or non-compliance that may occur for reasons beyond its reasonable control.
14.4 LeQuid’s liability shall be limited to direct damages (therefore excluding loss of profit, loss of business, or damage to reputation) effectively caused to the Client..
14.5 LeQuid’s liability to the Client as regards the Services is conditioned to the fact that the Client brings a claim in writing, specifying with sufficient detail the nature of the claim and its amount, within a mandatory term no greater than one (1) year as from when the Services cease to be provided, except in the event of deceit, in which case the legally established term of prescription shall apply.
14.6 LeQuid’s shall only be liable to the Client. LeQuid shall not be liable for damages that may be caused to third parties as a consequence of the use that the Client may make of the Services outside of their proper destination, unless such use has been specifically authorised by LeQuid, in which case LeQuid’s liability shall be limited to the conditions agreed for such purpose.
14.7 The Client undertakes not to instigate third parties to bring claims against other entities of the LeQuid Group or professionals or employees of the LeQuid Group as regards the Services.
14.8 In the event of a claim by a Client against LeQuid for any reason, if the provision of Services included External Professionals or other persons or entities from outside the LeQuid Group who may be liable, LeQuid’s proportional and joint liability to the Client may not be increased by: (i) agreement with another liable person to limit or exclude their liability; or (ii) the impossibility to obtain another liable person’s compensation.
14.9 Under no circumstances may LeQuid’s liability be excluded due to actions or omissions whose liability may not be excluded by virtue of applicable laws or regulations, nor reduced below the minimum amount per claim (with respect to which liability exists), pursuant to the applicable regulations.
15 Processing of personal data
15.1 In compliance with the provisions of Organic Act 15/1999, of 13 December, regarding Personal Data Protection, and Royal Decree 1720/2007, of 21 December, implementing the regulation of such data processing, this clause informs the undersigned that personal data provided to LeQuid by accepting these General Conditions and signing the Proposal of Services, and any provided in the future as a consequence of your association with LeQuid added to a file owned by this Firm.
The purpose of processing the data will to maintain, develop, control and execute the professional relationship that, in the framework of providing the Services, you have with LeQuid.
15.2 The undersigned may exercise his/her ARCO rights by sending a request in writing to C/ Capitán Haya, número 1, planta 15, 28020 (Madrid) or to the e-mail address email@example.com, in both cases stating your name and surnames and attaching a photocopy of your national identity document.
15.3 In the framework of providing the Services as described in the Proposal of Services, it may be necessary for LeQuid to access personal data owned by the Client (the “Data“), acting in such a case as data processor. For such purposes, LeQuid undertakes and is obliged to process the Data with due diligence, in accordance with the instructions that the Client gives it at all times, dedicating such data exclusively to providing the Services and complying with the measures applicable pursuant to the provisions of articles 81 and 82 of the Regulations.
Furthermore, LeQuid shall destroy or return to the Client, or to who the Client expressly designates, the Data which LeQuid has had access to or any process for which it has been used, as well as the media or documents which include such Data.
16 Intellectual property
16.1 Intellectual property rights over the documentation generated and over the development of legal proposals correspond to LeQuid.
16.2 The Client may use, exclusively for its own purposes, all the documentation generated by LeQuid in providing the Services, and may not distribute it nor provide persons other than the Client with access to it, except by prior, express authorisation in writing from LeQuid.
17 Social responsibility.
17.1. The services provided by LeQuid shall be carried out on the basis of the principles of respect for effective legality, human rights, labour rights and the environment, as well as transparency, risk preventive management, the absence of corrupt practices and value creation.
18 Full agreement
18.1 These General Conditions supplement the particular conditions set forth in the Proposal of Services and they substitute and cancel any previous agreement between the Client and LeQuid.
Except by agreement otherwise between the Client and LeQuid, these conditions constitute everything agreed between both parties as regards the provision of professional services and they shall usually be supplemented by means of one or more Proposals of Services which, inter alia, shall include the specific services to be provided, the team responsible for doing so and the corresponding fees.
18.2 Except by agreement otherwise, these General Conditions shall be applicable to any assignment that the Client entrusts to LeQuid in the future.
18.3 LeQuid shall not be obliged to start providing the Services if it has not received for its files a copy of the Proposal of Services and of these General Conditions signed by the Client and payment has not been made for the fees associated with accepting the Proposal of Services in the terms stipulated therein. The delivery of instructions to LeQuid by the Client shall be interpreted as tacit acceptance of these General Conditions.
18.4 In the event that any of these terms and conditions were deemed null and void, this shall not affect the rest of the terms and conditions, which shall remain in full effect.
19.1 LeQuid may modify these General Conditions, at any time, such modifications being applicable in accordance with the following:
(i) The General Conditions applicable in the case of recurring services shall be those set forth on the web page www.LeQuid.com at the time of providing such services.
(ii) In the case of non-recurring services, the General Conditions applicable shall be those set forth in the Proposal of Services. Nevertheless, subsequent modifications of such General Conditions may be applicable provided they have been notified to the Client and a term of 21 calendar days have elapsed since they were notified to the Client, and in this term no written opposition has been made by the Client. For explanatory purposes, the Client will be deemed to have accepted the changes if during this term it had not presented any objection in writing thereto.
20 Applicable legislation and jurisdiction. Forum
20.1 The relationship between the Client and LeQuid is expressly subject to Spanish legislation.
20.2 The Parties, waiving any other jurisdiction that may correspond to them, expressly agree that for resolving any dispute arising from these General Conditions or in relationship to them – including any matter relating to their existence, validity, termination, interpretation or execution – the Courts and Tribunals of the city of Madrid shall be competent.
(LeQuid Abogados SLP)