These general terms and conditions apply to all professional services provided by De Santos y De León Abogados and shall supplement any specific agreement entered into between De Santos y De León and the Client (the “Proposal”), which shall prevail in the event of any conflict between the two. In this document: (i) “De Santos y De León” refers to De Santos y De León Abogados, S.L.P., a professional limited liability company with registered office at Plaza de San Lorenzo No. 2, San Lorenzo del Escorial, and Tax ID number (CIF) B86227634; (ii) the “Client” refers to the recipient of the Proposal; and (iii) the “Services” refer to the professional services described in the Proposal.
1. Scope of Application
1.1 The parties to the legal relationship for the provision of the Services are De Santos y De León and the Client. These Services are intended solely and exclusively for the Client and may not be assigned to third parties or used by anyone other than the Client without the prior express written consent of De Santos y De León.
1.2 The legal relationship is held with the company De Santos y De León, which holds all rights and obligations inherent to the provision of professional legal services.
2. Services
2.1 De Santos y De León shall provide the Client with the Services specified in the Proposal issued for each specific matter or engagement. Any amendment to the Proposal must be mutually agreed upon in writing by De Santos y De León and the Client.
2.2 Any decisions regarding the execution, follow-up, or implementation of the advice, guidance, opinion, or recommendations provided by De Santos y De León within the scope of the Services shall be the sole responsibility of the Client.
3. Involvement of Third-Party Professionals Outside De Santos y De León
3.1 Unless expressly agreed otherwise, the Services shall be strictly limited to Spanish jurisdiction.
3.2 In the event that law firms outside the De Santos y De León Group or other external advisors not affiliated with the Group (“External Professionals”) are involved, and unless expressly agreed otherwise:
(i) De Santos y De León’s role in the matter will be limited to coordination and communication with the External Professionals;
(ii) the service relationship will be established directly between the Client and each of the External Professionals;
(iii) De Santos y De León’s fees will be separate from those of the External Professionals; and
(iv) De Santos y De León will not assume any liability for the advice or services provided to the Client by the External Professionals.
4. Work Team
Without prejudice to any specific mention in the Proposal of professionals or staff assigned to the Client or to the relevant matter, De Santos y De León may, when deemed appropriate or necessary based on the needs of the Client or the matter, replace any of the assigned individuals or adjust the number of professionals or staff allocated to the Client or the matter.
5. Fees and Expenses
5.1 The fees for the provision of Services to the Client shall be those established in the Proposal, in accordance with the criteria set forth therein.
5.2 Unless otherwise indicated, the estimated or quoted fees are exclusive of Value Added Tax (VAT) and any other applicable indirect taxes, which will be itemized separately in the invoice.
5.3 The agreed fees do not include reasonable expenses incurred by De Santos y De León in the course of providing the Services, which shall be reimbursed by the Client.
5.4 Any services that are separate from and supplementary to the Services (such as court agents, notaries, registries, publication management in official bulletins or newspapers, among others) shall be contracted and paid directly by the Client. Nevertheless, such services may be contracted and paid by De Santos y De León on behalf of the Client, provided the Client has previously made the necessary advance payment at the request of De Santos y De León. Under no circumstances shall De Santos y De León be obliged to advance or disburse funds on behalf of the Client or make any payment of expenses, services, or disbursements not previously agreed upon under the aforementioned conditions.
5.5 Any funds or deposits advanced by the Client may be applied by De Santos y De León toward the payment of amounts on behalf of the Client. The Client expressly authorizes De Santos y De León, following notice to the Client, to apply any such provision of funds or deposits to settle any due and payable amount owed to De Santos y De León in respect of fees or expenses.
5.6 Fees and expenses shall remain payable even if the transaction or matter to which the Services relate does not come to fruition.
5.7 The Client’s obligation to pay fees and expenses to De Santos y De León is independent of any rights the Client may have against third parties in connection with the Services rendered. Accordingly, and among other possible scenarios, in contentious or judicial matters, a cost order against the opposing party shall not exempt the Client from paying the fees and expenses owed to De Santos y De León.
6. Invoicing and Payment
6.1 Unless otherwise agreed by the parties, invoices issued by De Santos y De León shall be payable upon receipt, in the currency and under the conditions specified therein. De Santos y De León reserves the right to charge interest on late payments beyond the stated due date.
6.2 Any objection by the Client regarding an invoice must be submitted to the responsible partner at De Santos y De León as soon as possible. In such cases, the non-disputed portion of the invoice shall still be paid.
6.3 In the event of any advance or on-account payments made by the Client in accordance with the Proposal, and if upon completion of the Services a surplus remains in favor of the Client, De Santos y De León shall promptly reimburse such surplus in accordance with the Client’s instructions.
6.4 In the event of non-payment of an invoice, De Santos y De León may, with prior written notice and in accordance with applicable professional or ethical standards, suspend all Services to the Client, without any liability for such suspension or for any damages that may arise therefrom. While the payment default remains, and likewise subject to applicable professional or ethical standards, De Santos y De León may exercise a right of retention over any Client documents prepared by or with the involvement of De Santos y De León that are in its possession at that time.
7. Information, Documentation, and Confidentiality
7.1 De Santos y De León shall request from the Client all information and documentation it deems necessary for the appropriate and effective provision of the Services. Such information and documentation shall be sent by the Client to De Santos y De León through the means considered most suitable. The Client represents and warrants that it is duly authorized and entitled to provide the documentation and information submitted to De Santos y De León and shall hold De Santos y De León harmless from any third-party claim arising from access to such information or documentation provided by or at the direction of the Client.
7.2 De Santos y De León shall not, under any circumstances, be held liable for consequences arising from the Client’s submission of false, inaccurate, or incomplete information or documentation.
7.3 De Santos y De León undertakes to safeguard the confidentiality of all information and documentation received from the Client that is not publicly available and may only disclose it with the Client’s authorization or by order of any administrative, judicial, or legally authorized authority. When subcontracting services to providers such as typists, photocopying, translation, or others, De Santos y De León shall ensure the confidentiality of the Client’s information and documentation by requiring said providers to sign a confidentiality agreement.
7.4 The duty of confidentiality on the part of De Santos y De León concerning the Client’s information and documentation shall not apply to the Client’s own contact persons or other professional advisers involved in the same matter, unless the Client establishes a prior instruction or restriction to the contrary.
7.5 Upon completion of the Services, De Santos y De León shall return to the Client any original documentation in its possession relating to the Services or to the specific matter, once the Client has provided instructions regarding the terms of such return.
7.6 The Client authorizes De Santos y De León to retain copies of any information and documentation provided in the course of the Services for as long as it deems appropriate, subject to De Santos y De León’s duty of confidentiality. De Santos y De León does not assume any obligation to retain such copies for a specific period and may destroy its files without requiring prior authorization. Should the Client wish for De Santos y De León to retain its files, the Client must expressly request this and shall bear the additional costs associated with file storage, access, or delivery of documents.
7.7 Unless expressly instructed otherwise by the Client, the Client authorizes De Santos y De León to disclose its involvement in providing Services to the Client, provided that no confidential information is revealed.
8. Communications
8.1 The Client accepts unencrypted email as a valid means for exchanging documentation, information, and general communications with De Santos y De León in connection with the provision of Services. The Client releases De Santos y De León from any liability for the interception or unauthorized access to such emails, as well as for any damage or loss that may arise from computer viruses, network failures, or similar events, unless attributable to De Santos y De León.
8.2 By mutual agreement, and for documents or information of particular importance or sensitivity, as previously defined, the Parties may establish additional procedures and security measures for the transmission and exchange of such information and documentation.
9. Conflicts of Interest
9.1 If the Client becomes aware of any circumstance that may, in its opinion, give rise to a potential conflict of interest, it shall notify De Santos y De León immediately. Likewise, De Santos y De León shall inform the Client promptly if it becomes aware of any conflict of interest situation, whether anticipated or unforeseen.
De Santos y De León may act on behalf of any third party (even if that third party’s interests are contrary to those of the Client, and whether in or out of court), provided the matters are different and unrelated to those entrusted to De Santos y De León by the Client (even if this may involve acting against the Client or any entity affiliated with the Client). In such situations, no conflict of interest shall be deemed to exist that would prevent De Santos y De León from accepting and handling such matters for third parties, except where prohibited under applicable professional or ethical regulations governing the activity of De Santos y De León.
10. Regulatory Compliance
10.1 In accordance with applicable legislation on the prevention of money laundering and terrorist financing, De Santos y De León is subject to obligations regarding the verification of the Client’s identity, operations, and activities. The Client agrees to provide De Santos y De León with all required and truthful information necessary for such purposes (including information about the Client, and where applicable, its shareholders, partners, members, directors, related persons, etc.) and expressly authorizes De Santos y De León to carry out any verification procedures it deems appropriate. If such necessary information is not provided, De Santos y De León shall be unable to render the Services, and shall bear no liability whatsoever in this regard.
10.2 De Santos y De León is also legally obligated to report to the Executive Service for the Prevention of Money Laundering (SEPBLAC) any act or transaction, even attempted, for which there is indication or certainty of a connection to money laundering or terrorist financing, and must refrain from executing any operation in which such circumstances are present. De Santos y De León shall not be liable to the Client for any damages resulting from compliance with these legal obligations.
11. Termination
11.1 The Client may terminate the provision of Services at any time without the need to provide any justification.
11.2 Subject to compliance with applicable professional and ethical rules, De Santos y De León may also terminate the ongoing provision of Services (or decline to handle one or more specific matters) at any time with reasonable prior notice, for reasons such as loss of trust, ethical concerns, or any other grounds.
11.3 In any case, the Client shall be obligated to pay the fees and expenses accrued by De Santos y De León up to the date of termination.
11.4 Once the Services have been terminated, De Santos y De León shall have no obligation to provide any additional services or to update the Client on information, opinions, recommendations, advice, or developments resulting from regulatory or factual changes occurring after such termination.
11.5 Unless otherwise agreed, the Client’s access to the Service website (extranet), use of licensed connectivity software, and receipt of newsletters, briefings, and other communications between the Client and De Santos y De León shall cease as of the termination date.
12. Liability
12.1 De Santos y De León assumes full responsibility for the Services provided by its professionals or employees, whether partners or staff members.
12.2 De Santos y De León shall be liable to the Client for any damages caused due to willful misconduct or gross negligence by its professionals or employees. In all other cases, liability shall be as set forth in the respective Proposal. Under no circumstances shall De Santos y De León be liable for damages arising, directly or indirectly, from falsehood, concealment, or any other conduct by the Client that is fraudulent or negligent, in bad faith, or due to causes beyond De Santos y De León’s reasonable control.
12.3 De Santos y De León’s liability shall be limited to direct damages only (excluding lost profits, loss of business, or reputational harm).
12.4 De Santos y De León’s liability to the Client in relation to the Services is subject to the Client submitting a written claim detailing the nature of the complaint and the amount claimed, within three (3) years from the end of the provision of Services, except in cases of willful misconduct, in which case the applicable statutory limitation period shall apply.
12.5 De Santos y De León’s potential liability shall be exclusively toward the Client. De Santos y De León shall not be liable for any damage to third parties resulting from the Client’s use of the Services for unintended purposes, unless expressly authorized by De Santos y De León, in which case liability shall be governed by the terms specifically agreed.
12.6 In the event of a claim by the Client against De Santos y De León in a matter involving External Professionals or other third parties, De Santos y De León’s proportional liability to the Client shall not be increased by (i) any limitation or exclusion of liability agreed with such third party, or (ii) the inability to recover damages from such third party.
12.7 In no case shall De Santos y De León’s liability be deemed excluded for actions or omissions for which liability cannot legally be waived or limited, nor shall it be reduced below the minimum amount per claim required under applicable law.
13. Personal Data Processing
13.1 In compliance with the provisions of Organic Law 15/1999 of December 13 on the Protection of Personal Data, and Royal Decree 1720/2007 of December 21 approving the Regulation implementing the aforementioned law (the “Regulation”) (jointly, the “Data Protection Regulations”), the undersigned is hereby informed that any personal data provided to De Santos y De León by accepting these General Terms and signing the Proposal, as well as any personal data provided in the future as a result of the relationship established with De Santos y De León (the “Data of the Signatory”), will be included in a file owned by the latter.
The purpose of processing the Data of the Signatory is to maintain, develop, monitor, and execute the professional relationship arising from the provision of the Services by De Santos y De León.
Upon acceptance of the Proposal, De Santos y De León will inform the Client of any additional processing activities that may be carried out with the Signatory’s Data and, where required, will seek the necessary consents.
13.2 The Signatory may, at any time, exercise their rights of access, rectification, erasure, and objection by sending a written request either by post to the Data Protection and Privacy Department of De Santos y De León at Plaza de San Lorenzo nº 2, 3rd floor-C, 28200 San Lorenzo del Escorial, Madrid, Spain, or via email to the following address: clientes@desantosydeleon.com, indicating their full name and attaching a copy of their national identity document.
13.3 In the context of the provision of the Services covered by the Proposal, it may be necessary for De Santos y De León to access personal data owned by the Client (the “Data”), in which case De Santos y De León shall act as data processor. For such purposes, De Santos y De León undertakes to:
(i) process the Data solely in accordance with the instructions given by the Client at any time;
(ii) use the Data exclusively for the provision of the Services and not apply or use it for any other purpose;
(iii) refrain from disclosing the Data to third parties, even for storage purposes, except as provided in clause 13.2;
(iv) observe the applicable security measures in accordance with Articles 81 and 82 of the Regulation, assuming, unless otherwise justified by the Client depending on the nature of the data processed, that the basic level of security measures applies;
(v) destroy or return to the Client, or to any person expressly designated by the Client, all Data accessed or resulting from any processing carried out, as well as any media or documents containing such Data.
13.4 The Client is hereby informed and expressly authorizes De Santos y De León to:
(i) allow access to the Data by those companies that provide administrative and technical support services to De Santos y De León, to the extent that such access is strictly necessary for De Santos y De León to perform the Services; and
(ii) subcontract, in whole or in part, the Services to any third party when deemed necessary for the performance of such Services, in which case De Santos y De León shall act in the name and on behalf of the Client solely for the purposes outlined in the Data Protection Regulations.
Any data processing carried out by a subcontractor shall comply with the Client’s instructions, and De Santos y De León shall enter into the required data processing agreements with each subcontractor, as stipulated under the Data Protection Regulations.
14. Intellectual Property
14.1 Intellectual property rights over the documentation produced and original ideas conceived in connection with the provision of the Services shall belong to De Santos y De León.
14.2 The Client may use all documentation generated by De Santos y De León during the provision of the Services exclusively for internal use and may not distribute such documentation or grant access to it to any third parties without the prior express written consent of De Santos y De León.
15. Entire Agreement
15.1 These General Terms and Conditions replace and nullify any prior agreement between the Client and De Santos y De León. Unless otherwise agreed, these terms constitute the entire agreement between both parties regarding the professional services engagement and will typically be supplemented by one or more Proposals that include, among other things, the specific services to be provided, the responsible team, and the corresponding fees.
15.2 Unless otherwise agreed, these General Terms and Conditions shall apply to any future engagement between the Client and De Santos y De León.
15.3 De Santos y De León shall not be obligated to begin providing the Services until it has received for its records a copy of the Proposal and these General Terms and Conditions duly signed by the Client, and until payment of any fees due upon acceptance of the Proposal has been made in accordance with the terms set forth therein. Sending instructions to De Santos y De León by the Client shall be interpreted as tacit acceptance of these General Terms and Conditions.
15.4 If any of the terms or conditions herein are found to be null or unenforceable, the remainder shall remain in full force and effect.
16. Amendments
De Santos y De León may amend these General Terms and Conditions at any time. Such amendments shall apply as follows:
(i) For recurring services, the applicable General Terms and Conditions shall be those published on the website www.desantosydeleon.es at the time the services are rendered.
(ii) For non-recurring services, the applicable General Terms and Conditions shall be those referenced in the Proposal. However, any later amendments may also apply provided that they have been communicated to the Client and 21 calendar days have passed without written objection by the Client. For clarification purposes, the Client shall be deemed to have accepted the amendments if no written objection is raised within such period.
17. Governing Law and Jurisdiction
17.1 The relationship between the Client and De Santos y De León shall be expressly governed by Spanish law.
17.2 For the resolution of any disputes or claims that may arise from the interpretation or execution of the legal relationship between the Client and De Santos y De León, both parties, expressly waiving any other jurisdiction that may correspond to them and without prejudice to mandatory rules on judicial competence, voluntarily submit to the Courts and Tribunals of the city where the De Santos y De León office with which the Services were contracted is located.
De Santos y De León Abogados SLP – April 2025