1. EXERCISE OF THE ADVOCACY
1.1. In Spain, “Abogado/a” ("Lawyer") is a person who, being in possession of the official title that enables us to exercise this profession, is incorporated into a Bar Association as practitioner and is professionally dedicated to legal advice, to the dispute resolution and defence of the rights and interests of others, both public and private, in extrajudicial, judicial or arbitration proceedings.
1.2. Lawyers must be people of recognized honourability and, consequently, we must observe a trajectory of respect for the laws, the guiding principles and superior values of the Legal Profession, ethical standards and good professional practices.
1.3.- Lawyers can act individually or through collective law firms or professional companies.
1.4. GOMEZ DE MERCADO ABOGADOS SLP, hereinafter "the Firm", is a Professional Company registered not only with the Madrid Mercantile Registry, volume 23.938, folio 41, section 8, sheet M-429848, but also in the registry of professional companies of the Madrid Law Association (CI 235/1). Our professional address is located at Calle Jorge Juan, 65, Planta 2, 28009 Madrid, Phone (+34) 913 690 404, e-mail email@example.com
1.5. We are subject to the General Statute of the Legal Profession, approved by Royal Decree 135/2021, dated March 2 nd, and the Code of Ethics, as well as the other applicable European, national or corporate regulations.
1.6. Our obligations as Lawyers are:
1.6.1. To carry out an honest, loyal, truthful and diligent professional conduct, not to disappoint the Client's trust, and to provide him/her with clear and professional advice regarding the matters that he/she entrusts us.
1.6.2. To carry out our professional activities with the utmost zeal and diligence that the defence of the entrusted matter imposes on us, abiding by the technical, ethical and deontological requirements appropriate to the legal protection of said matter. In doing so, we are able to be helped by our collaborators and other Lawyers or technical advisers, who will act under our responsibility, unless the Client engages other Lawyers or advisers or authorizes us to do so, in which case their action will take place at the cost of the Client and under the responsibility of same.
In the event that the assignment is made at the same time to two or more law firms, professionals or independent or special counsels, each will act under their own responsibility, unless joint and several liability is agreed by all interested parties.
1.6.3. Any other obligations that, with respect to the applicable regulations, derive from what has been agreed with the Client, as well as any other commitment envisaged in these Terms and Conditions or in applicable regulations.
2. RELATIONSHIP ENTERED INTO WITH THE CLIENT
2.1. The engagement may be executed on an Engagement Letter, signed by the Client or a duly authorised representative, a Professional Services Agreement, or any other written or electronic means that allows the assignment to be recorded (including an email exchange).
2.2. The relationship with the Client must be based on mutual trust. It will only be possible to handle a matter by mandate of the Client or a duly authorized third party, or by appointment of the Law Association.
2.3. The professional legal services commit us to an activity, not an outcome. Hence, the outcome of any matter or conflict is subject to the facts thereof, the availability and validity of the supporting documents as well as the inherent risks and other factors outside of our control. Therefore, we do not make, nor can we make, any guarantee or promise regarding the outcome of any matter. We can only issue reports that contain professional evaluations of the probable outcome of a matter, litigation or an estimate of its possible economic consequences, if the request comes from the Client, who must be the exclusive recipient, or, where appropriate, his/hers/its auditors.
2.4. We will always try to find the most appropriate solution to fulfil the engagement, advising the Client in a timely manner regarding the possibility and consequences of reaching an agreement or resorting to alternative dispute resolution instruments.
2.5. While we are acting for the Client, we are obliged to carry out the engagement in its entirety, enjoying full freedom to use the legitimate means and those that have been lawfully obtained.
2.6. The Lawyer specified as the director of the engagement in the Letter of Engagement, or any other document or communication, will be the person directly responsible. Please contact him / her at any reasonable time if you have any concerns about any aspect of our professional practice or our relationship, including personal or financial aspects.
2.7. We will do everything possible to avoid changing the staff of the team that handles the engagement. Sometimes, however, the change may be inevitable, in which case, provided that the composition of the team has been agreed and the change may be relevant, we will try to notify the Client in advance or as soon as possible.
2.8. The Firm will always try to choose the best professionals for the Client's assignment, without any discrimination.
2.9. The Firm, as a professional company, and its Partners are covered by an insurance policy in accordance with the Law on Professional Companies and the regulations on the practice of the Legal Profession
3. CONFLICT OF INTEREST
3.1. The Firm is obliged not to defend interests in conflict with those whose advice or defence has been entrusted to it or with its own and, especially, not to defraud the trust of its Client.
3.2. The Firm may not intervene on behalf of two or more Clients in the same matter if there is a conflict or significant risk of conflict between the interests of those Clients, unless expressly authorized in writing by all of them, prior and duly informed to that effect and provided that It is a matter or assignment of a non-litigious nature. Likewise, the Firm may intervene in the interest of all the parties acting as mediator and in the preparation and drafting of documents of a contractual nature, having to maintain strict neutrality in these cases.
3.3. When a conflict of interest arises between two Clients, the Firm must stop acting for both, unless expressly authorized in writing by both to intervene in defence of one of them.
3.4. The Firm must refrain from acting for a new Client when there is a risk of breach of professional secrecy regarding information supplied by an old Client or if the knowledge that the Firm possesses due to other matters of the old Client could unduly favour the new Client to the detriment of the old.
4. INFORMATION, COMMUNICATIONS AND DOCUMENTATION
4.1. As Lawyers we shall provide the Client with the following information:
4.1.1. The name and form of the company, registration data, legal regime, code of Tax identification, address or headquarters from which the services and means of contact are provided, including electronically.
4.1.2. The viability of the matter, avoiding conflicts or unfounded legal actions and advising, where appropriate, on alternative ways to better satisfy their interests.
4.1.3. The fees and costs, as well as the consequences that a cost judgment may have and its approximate amount.
4.1.4. The status of the matter as well as the relevant incidents and resolutions. In administrative and judicial procedures, if the Client requires it, the Firm will provide a copy of the different documents that are presented or received, of the judicial or administrative decisions that are notified and of the recordings of actions that have been produced.
4.2. For their part, the Firm has the right to collect from the Client, maintaining the necessary confidentiality, all the information and documentation that is relevant for the correct exercise of their function. The Client agrees to respond and cooperate with our requests for information and / or instructions promptly to allow us to carry out the engagement in the best possible way.
4.3. Unless otherwise required, communications will preferably be carried out by email.
4.4. The Firm will use information and communication technologies in compliance with the ethical standards of the Legal Profession and the obligations imposed by the regulatory standards of the information society. We will make a responsible and diligent use of information and communication technology, taking extreme care in preserving confidentiality and professional secrecy, and trying to avoid that communications are received and known by people other than their recipients.
4.5. Although we use virus protection software and take actions to reduce the risk of viruses on our systems, we cannot guarantee that email messages sent to you over the Internet, or documentation, information or advice supplied in any removable media are virus free. Consequently, the Client, who must take his/her own precautions, accepts that the Firm, as long as we have acted with the due diligence, is not to be held liable for the damages caused by computer viruses.
4.6. During the fulfilment of the engagement, the Firm will keep a copy of the communications and documents in electronic and / or paper format, unless otherwise agreed. Upon completion of the assignment, we will keep an electronic copy of said documents for a period of five (5) years, after which the Client agrees that we can dispose of them, unless the Client requests their return or consent to their removal before the end of the five (5) year period. Any deletion will be done confidentially. At our sole discretion and expense, we may retain an electronic copy of any document indefinitely, unless otherwise agreed.
4.7. Our working documents, drafts, and copies of all documents submitted by us remain our property, and any intellectual property rights, including copyrights, in any such documents remain with us. In particular, we will maintain our right to be identified as the author (s) and to object to the misuse of said documents
4.8. Any report or opinion in writing of our Firm can be used only by the Client, who will not disseminate them in any way without our specific permission regarding the purpose and the recipients of its dissemination.
4.9. The information received from the Client will be used exclusively to satisfy the needs of their defence and legal advice. Unless stated otherwise, the Client authorizes us to mention that we have rendered services to the Client, preserving professional secrecy.
5. LEGAL PRIVILEGE, CONFIDENTIALITY AND DATA PROTECTION
5. 1. Confidence and confidentiality in relationships with the Client impose on the Firm the duty and the right to keep secret all the facts or news that he knows by reason of any of the modalities of his professional performance, not being able to be forced to testify about them. The duty and right of professional secrecy of the legal profession includes all the facts, communications, data, information, documents and proposals that, as a Lawyer, they have known, issued or received in their professional practice.
5.2. Professional secrecy does not cover the actions of the Firm other than those that are specific to their professional practice and, especially, the communications, writings and documents in which they intervene with a representative mandate of their Client and so expressly state it.
5.3. The conversations maintained by the Lawyers with their Clients, the opponents or their Lawyers, in presence or by any telephone or telematic means, may only be recorded with the prior warning and agreement of all the intervening parties, remaining in all case protected by professional secrecy. Also protected by professional secrecy are the recordings made by the Client, not known by his Lawyer, even if he was not or did not intervene at that time, of conversations in which the other's Lawyer intervenes.
5.4. The Lawyer must enforce the professional secrecy of his collaborators and associates, as well as the corresponding personnel and other persons who cooperate with him in his professional activity.
5.5. The duty of professional secrecy remains even after having ceased to provide services to the Client, without being limited in time.
5.6. The Lawyer will be relieved of this duty on what only affects or refers to his Client, provided that he has expressly authorized him.
5.7. The Firm may not contribute to the Courts, or provide the Client, the letters, documents and notes that, as a communication between Lawyers, the Firm maintains with the professional of the other party, unless the latter expressly authorize so. This prohibition will not affect the letters, documents and notes in which he intervenes with a representative mandate of his Client and so expressly states it
6. FEES, EXPENSES AND COSTS
6.1. For our professional services we will receive remuneration or fees as well as the reimbursement of the justified expenses that we have incurred, such as the costs of travel and stay outside the Community of Madrid, mail, facsimiles by Post and messaging, as well as, where appropriate, the fees of other professionals who must intervene (such as notaries, experts or procurators) as well as possible deposits or court fees, although we will only take charge of your payment when it has been agreed upon or the collaborators have been chosen by us at our expense, and, therefore, the Client must fulfil the corresponding payments otherwise. The expenses of the ordinary operation of the Firm (e.g., office supplies) will not be passed on.
6.2. The provided estimate of fees is valid only if accepted in the term of one month and it includes those tasks expressly comprised therein. Hence, activities or appeals before different entities or authorities are expressly excluded. In particular, unless so provided, the estimate for a non-litigation case will not involve the related litigation, and the estimate of fees for administrative proceedings or litigation will not include any appeals before a different administrative or judicial authority against the judgment or resolution that ends the procedure. Except as expressly provided, the estimate of fees will not include the execution of the resolution that ends the procedure unless it is just a simple request.
6.3. Our fees may take the form of fixed (single or milestone), periodic or hourly remuneration. In the absence of an express agreement, the Firm will apply an hourly rate and, for the procedural actions, the guiding scales of the Law Association of Madrid will be taken into account as a reference. However, we will be happy to offer you an estimate with milestones, a discount on the hourly price or on the scale of the Law Association, adjust a match or any other agreement that is satisfactory to both parties.
6.4. The "success fee" in the strict sense is excluded, understanding as such the agreement between the Lawyer and the Client, prior to the termination of the matter, by virtue of which the Client agrees to pay only one percentage of the result of the matter, regardless of whether it consists of a sum of money or any other benefit, good or value that the Client achieves for that matter. Notwithstanding the foregoing, it will be possible to apply said form of remuneration in combination with any of the above.
6.5. The fees will be increased by the corresponding Value Added Tax (21%) or the other withholdings or tax repercussions that are legally applicable.
6.6. To make our fees effective, we will deliver a bill or invoice to the Client, who must comply with the corresponding legal and tax requirements, where we will express in detail both the determined concepts of the fees and the list of expenses incurred and pending reimbursement. The fees must be paid into the bank account that will be provided within thirty (30) calendar days after the invoice is forwarded, unless otherwise agreed on the term (which may never exceed 60 calendar days) or form of payment. A proforma note may be issued, in which the Client will be notified in advance of their fees, without requiring payment. Likewise, we can invoice the Client at all times for the costs that have been passed on to us and we should not bear them. Thirty (30) calendar days after the invoice is forwarded, interest shall be accrued in accordance with Act 3/2004, relating to non-payments in business relations, as amended from time to time.
6.7. The provision of funds on account of fees may be requested both prior to and during the fulfilment of the engagement. Its amount must be in accordance with the provisions of the matter and the estimated amount of the final fees. The lack of payment will authorize to resign or condition the acceptance of the professional assignment or to cease it. Likewise, an amount may be requested to provide funds to cover the expenses incurred by the assignment. The corresponding supporting document will be issued of all the provisions of funds received. Payments on account of fees must comply with the invoice issuance and other obligations imposed by tax legislation. It will be mandatory to issue the appropriate settlement of the fees and of the provision of funds received and make the remaining amount available to the Client, as the case may be, in the shortest possible time since the defence of the matter ceases.
6.8. The Client is informed that in the judicial processes the intervention of third parties may be necessary, such as procurators or experts, as well as certain deposits or judicial fees, whose cost, unless otherwise expressly agreed in writing, must be assumed by the Client.
6.9. In the event that the judicial or arbitration process concludes with a resolution favourable to the Client's interests, it is possible to be reimbursed of the costs incurred by the opposing party, including Lawyer's, procurator's and expert's fees. With regard to Lawyer's fees, the Client will be reimbursed for the fees that have already been invoiced and paid to us. The Firm will have the right to collect all the agreed fees and, to the extent that this limit is exceeded, the amount of the costs paid by the opposing party. The Firm will issue, where appropriate, the corresponding additional invoice / s to the Client.
6.10. The Client is informed that, in the event of an unfavourable judicial or arbitration decision, our Client may be the party ordered to reimburse the costs incurred to the opposite party. With regard to the Lawyer's fees, it is foreseeable the application of the scale of fees of the corresponding Law Association (e.g., the scale of Madrid to which we have previously referred). Regarding the figure of the procurator, the current Tariff passed by Royal Decree will be applied.
7. CLIENT'S FUNDS
7.1. When in possession of money or securities of Clients or third parties, there is an obligation to keep them immediately deposited in a specific account opened at a bank or credit institution. These deposits may not be arranged or confused with own funds. The appropriate accounting or record book of such amounts must be kept. In all cases, it must be answered that the origin of the funds comes from a specific natural or legal person and the certainty of their existence.
7.2. The funds must be directly linked to the Clients and to the actions that have been entrusted to them. The funds deposited in said account or accounts must be separately and clearly individualized, preferably through subaccounts, as corresponding to the various processes or consultations that the professional assumes so that their movement of entry and exit, their purpose and use can be identified.
7.3. The movement of funds between subaccounts is prohibited, except in justified cases, and no such subaccounts may present a debit balance.
7.4. Unless legal provision, court order or express consent of the Client or the third party on whose behalf it is made, any payment made with said funds is prohibited. This prohibition even includes the deduction of the fees themselves, unless expressly authorized in writing.
7. 5. The exact identity of the person delivering the funds must always be verified, this obligation being governed by the preventive rules on money laundering.
7.6. The funds received or their balance, except for duly justified exceptions, must be returned or credited to whoever provided them, with the corresponding rendering of accounts.
7.7. Funds received may not be held for longer than is strictly necessary even if professional fees are owed. However, the Client expressly authorizes the compensation and self-assessment.
8. TERMINATION OF OUR SERVICES AND CHANGE OF LAWYER
8.1. The services will be terminated: 1) by the fulfilment of the assignment, 2) by the impossibility of its fulfilment, 3) by the appearance of a conflict of interest or a situation that harms the independence of the Firm and 4) by the substantial breach of any of the parties at the request of the complying party. When the order contains milestones or different stages, the Client may choose to terminate the services at the end of each stage. If the Client terminates the engagement without justification, then the Client will be obliged to pay all the agreed fees. In any case, you must pay the fees accrued (except for substantial breaches of the Firm) and expenses incurred.
8.2. It will be considered that there is a substantial breach of the Client due to 1) the lack of instructions, information or documentation needed to execute the order, 2) providing false information or documentation and 3) the lack of payment of the provisions of funds and invoices due by the Client in a timely manner.
8.3. In the event that we resign our engagement, we must notify the Client in writing and in a reliable manner and take the necessary actions to avoid his/her defencelessness and the loss of rights. The resignation must always be made in sufficient time for the substitution in defence or advice to be exercised with full guarantee.
8. 4. If the Client entrusts his/her defence to another Lawyer, both the Client and whoever assumes the new assignment will be obliged to notify us. The communication will be made immediately after accepting the assignment and before starting any action. We are then obliged to acknowledge receipt of the communication as soon as possible, making the information and documentation related to the matter in our possession available to the new Lawyer, as well as providing the data and information that may be necessary.
8.5. In the event of replacement, there remains the obligation to respect and preserve legal privilege regarding the information and documentation received, with special attention to the confidentiality of communications between the professionals who have intervened.
8.6. The change of Lawyer does not limit the right to collect the fees of the Firm or the obligation of the Client to pay them, without prejudice to a possible discrepancy.
8.7. If the defence is being carried out in a matter that is processed before a Court, the previous Lawyer may communicate that it ceases to avoid future responsibilities. In any case, the person who, after the substitution, assumes the legal address must do so.
9. GOVERNING LAW AND DISPUTE RESOLUTION
9.1. The engagement and professional services rendered thereof will be governed by Spanish Law, whatever the address or residence of the Client.
9.2. If there is any doubt or discrepancy between the parties, the Client may raise it with the Lawyer director of the engagement or the Managing Director of the Firm, or vice versa, and in any case may do so via email firstname.lastname@example.org. Both parties will try to resolve the doubt or discrepancy in good faith. The Firm will give a response within a reasonable time and in any case not exceeding one month.
9.3. If the conflict cannot be resolved, both parties submit to the exclusive jurisdiction of the Madrid courts and tribunals, expressly waiving any other jurisdiction that may correspond to them.
9.4. If the Firm is held liable, such liability shall be capped to the amount of the fees received, except in case of fraud.