General Conditions

1. Parties to the Agreement (hereinafter Ceca Magán Abogados” or the “Firm” and “You” or the “Client”)

1.1 Ceca Magán Abogados, S.L.P (hereinafter Ceca Magán Abogados”, "Ceca Magán" or the “Firm”) shall render its services to the client (hereinafter “You” or the “Client”) with all due professional diligence according to the applicable professional standards.

Present proposal of services shall be considered at validating process by Client during the next thirty (30) days from sending. Should that period expires without any acceptance and signature from Client, it shall be necessary to sign a new proposal in order to entail the Firm or to be modified by prior written consent.

In the event of acceptance and signature by the Client, the offer for the provision of services shall have the legal nature of a Provision of Services Agreement of which the general contracting terms and these conditions are also an integral part of.

1.2 Ceca Magán Abogados shall render its services as an independent contractor. The reporting relation of all professionals participating in the works shall remain as usual and the Firm shall be at all times responsible for its management and organization, the remuneration received by its professionals, their Social Security contributions and the protection of their employment rights. Under no circumstances shall the Firm be considered an employee, agent, associate or trading partner of the Client.

1.3 Ceca Magán Abogados undertakes to handle on its own, with its own resources and without the possibility of any delegation in favor of third parties, (unless previously authorized by the client) all matters entrusted to it by the client, in full compliance with its ethical rules.

1.4 However, for those actions where third-party collaborators must necessarily and inevitably participate, such as Notaries, Court Representatives, Expert Witnesses, Statutory Auditors and the like, the Client hereby expressly authorizes Ceca Magán Abogados to appoint the persons with whom the Firm usually collaborates to facilitate and accelerate the settlement of any disputes and affairs. The Client shall bear the cost of such services, after being informed thereof.

1.5 Notwithstanding the foregoing, Ceca Magán Abogados shall be solely liable to the Client for the execution of services and performance of any obligations arising herefrom.

1.6 Ceca Magán Abogados assumes no liability for any management decisions adopted with regard to the services and shall therefore not be liable for the implementation or execution of the results therefrom.

2. Ceca Magán Abogados Consultancy Services

2.1 Any advice, information or documentation provided to the Client by Ceca Magán Abogados related to the services shall be for internal use only. The services usually rendered to the Client include specific works or projects or ongoing counseling by any of the Firm’s specialty areas under a fixed monthly rate scheme.

2.2 The Client shall refrain from disclosing, beyond its organization, the content of any reports or works delivered by the Firm, except to any lawyers appointed by the Client or when required by law or to any person authorized by Ceca Magán Abogados.

2.3 The documentation, reports, briefs or technical works related to the services shall not be considered complete until their final version has been issued, so any working drafts shall not be considered final until the final document is issued to the Client, at the Client’s request. Ceca Magán Abogados shall not have the obligation to update a report or final document based on events or circumstances which take place after the report has been delivered to the Client.

3. Client’s Responsibilities

3.1 The Client shall appoint a qualified person to supervise the services and such person shall be responsible for any decisions adopted regarding the services.

3.2 The Client shall promptly provide Ceca Magán Abogados with any information, documentation, resources or assistance required to render the services.

3.3 Any information provided by You or by third parties on your behalf is assumed to be complete in all material aspects.  The Client’s provision of such information shall not violate any confidentiality, copyright or intellectual property rights, or any other third-party rights.

3.4 Ceca Magán Abogados shall base its work on the information and documentation provided by the Client to carry out the professional works and, unless otherwise specifically agreed with the Client, the Firm shall not assume the obligation to verify the accuracy of such information.

4. Limitations

4.1 Ceca Magán Abogados cannot guarantee the professional success of any actions taken on behalf of the Client, particularly in litigations and disputes, as they do not result from the exclusive competence of the professionals rendering the service and other factors may determine the outcome of such services.

4.2 Ceca Magán Abogados shall not be liable to the Client for any economic damages arising from consequential damages originated by the services. Ceca Magán Abogados’s  overall liability to the Client and to any third parties benefiting from the services, as the case may be, for any losses or damages whatever their nature related to the services is limited to the amount of the professional fees actually collected by the Firm, unless the Client can prove Ceca Magán Abogados has acted with malice or negligence, provided the services have been rendered against any applicable Law or professional regulations.

4.3 The Client may not hold Ceca Magán Abogados, its partners, lawyers or employees liable for any actions or omissions by third party professionals involved in rendering the services.

5. Industrial and Intellectual Property

5.1 Ceca Magán Abogados shall hold all intellectual and industrial property rights over the materials, documents, reports or briefs or any other documentation related to the services or working documents.

6. Confidentiality

6.1 No Party shall disclose to third parties the contents of this Agreement or any information provided by the other Party or on its behalf. Such information shall be treated as confidential. Any Party shall, however, disclose such information in the event it becomes available to the general public (provided none of the parties have willingly made such information public), or when its disclosure is required by law, whether within a judicial proceeding or required by the applicable professional regulations.

6.2 Both Parties hereto declare that each Party shall be entitled to require from the other party as much information as necessary for the success of the services contracted, and the confidential nature of such information shall not preclude the provision of such services. Likewise, Ceca Magán Abogados and the Client shall have the convenient and necessary collaboration to pursue the purpose of the Agreement, and the relations between both Parties shall be governed by corporate good faith.

6.3 Ceca Magán Abogados hereby guarantees the Client that both the Firm and any of its members handling directly or indirectly any information related to the Client, shall be bound by professional secrecy in front of third parties, and shall always act with the confidentiality due to their work and no information shall be disclosed.

6.4 Any Party may use electronic means to send correspondence or convey information, including the acceptance and subscription of the professional commission or service proposal, and such use shall not be considered in itself to breach the confidentiality obligations set forth herein.

6.5 The obligation of confidentiality shall remain in force for a period of 5 years from the termination of the contract.

6.6 Without prejudice to the foregoing, the Client authorizes Ceca Magán Abogados to use, if necessary, the name of the Client, as well as a reference to the services provided, if it is necessary for their business activity.

7. Data Protection

7.1 In order to the data protection regulations, and, mainly in accordance with the Regulation (EU) 2016/769 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and with and with Organic Law 3/2018, of December 5, Protection of Personal Data and guarantee of digital rights (LOPDGDD), Ceca Magán Abogados Abogados, SLP, with NIF number B-85313997 and with registered office in Madrid (28002), calle Velázquez, number 150, ground floor, informs the Client that their Personal data and the data of the contact person linked to the provision of services will be processed in order to carry out the necessary management for the provision of the services of Ceca Magán Abogados and for the purposes that are relevant , including billing, collection and income management, accounting and economic-administrative management.

In the same way, the Client’s personal data may be processed for the purpose of sending promotional communications about similar services to the ones already hired, which could be of interest to the Client, under article 21.2 of Law 34/2002, of July 11 , services of the information society and electronic commerce (“LSSI-CE”), giving you the opportunity to unsubscribe from any of the electronic communications sent to you. You can request the Firm’s Newsletter, and indicate your preferences regarding the content you wish to receive through the following link.

The legal basis for the processing of the data is basically the execution of the contract for the provision of services subscribed (article 6.1. B of the GDPR) the legitimate interest of the controller (6.1.f of the GDPR) and, where appropriate, the consent of the subject (6.1.a of the GDPR), when expressly required to do so.

The Client is informed that their data will be processed during the development of the contractual relationship and as long as they are necessary for the purpose that justifies the process. Likewise, they may be kept during the necessary time in accordance with the provisions of the regulations governing the professional practice of the legal profession and law firms, as well as the regulations on money laundering when this is applicable, in the terms of article 32 of the LOPDGDD.

Your personal data will not be disclosed to third parties nor will international data transfers be carried out, unless it is necessary to comply with this contract or with legal obligations applicable to Ceca Magán Abogados. The foregoing is without prejudice to the possibility of Ceca Magán Abogados contracting with third party providers that offer adequate guarantees, according to the law, and that could access the Client's personal data for the proper provision of the contracted services.

At last, the Client is informed that he may exercise, at any time, the rights of access, rectification, erasure, restriction of processing, data portability and to object, sending a written communication to the following email address, including the reference “Exercise Rights” and accompanying your request, if necessary, a copy of your national identity document or equivalent identification document (passport, DNI or NIE). If you do not consider your personal rights duly attended, you may file a claim with the competent supervisory authority, in this case, the Spanish Data Protection Agency (AEPD).

7.2 When it is necessary that Ceca Magán Abogados processes the clients personal data in order to comply the contracted services, Ceca Magán Abogados, as the processor, will carry out the processing limiting itself to what is necessary for the development and correct provision of the services and will not use or apply the data for any other purpose. Ceca Magán Abogados undertakes to respect all the obligations that may correspond in accordance with the regulations on data protection, specifically, in order to the provisions of article 28 of the GDPR and other development regulations, and to follow the instructions that the Client, as the controller, will transfer to Ceca Magán Abogados.

The data processing, the type of data and the category of subjects concerned by the processing are those directly related and necessary for the correct development of the contracted services.

In order to the processing, Ceca Magán Abogados undertakes to process the information or data that is provided or that is accessed, with the due security conditions that are relevant in each case in coherence with the provisions of article 32 of the GDPR.

Likewise, Ceca Magán Abogados undertakes to keep under its control and custody all the data that you provide us, and not to disclose, transfer, or in any way communicate to third parties, not even for their conservation, unless the communication is made in favor of natural or legal persons that contribute to the provision of the services initially agreed between the parties. Unless expressly indicated otherwise, the Client authorizes Ceca Magán Abogados to subcontract third parties, as support in the execution of the services offered to the Client, if necessary. However, when Ceca Magán Abogados uses a subcontractor on behalf of the Client, the obligations stipulated in this document will be imposed on the subcontractor in terms of data protection.

In the same way, Ceca Magán Abogados  will only allow access to the Client’s personal data to those employees who need to know them in order to provide the contracted services, being obliged to inform their staff and collaborators, whether internal or external, of the obligations arising from this clause and those relating to the processing of personal data and guarantees that the people authorized to process personal data have committed to respecting the confidentiality.

Ceca Magán Abogados undertakes not to make international transfers of the personal data accessed as a result of the provision of the contracted service.

Once the contracted services agreed between Ceca Magán Abogados Abogados and the Client, which justifies access to the personal data, is finished, the personal data processed by Ceca Magán Abogados will be destroyed or returned , at the Customer’s choice, as well as any support or document that contains any personal data subject to treatment, unless the preservation of personal data is required by virtue of the applicable regulations. Thus, the Client will have the right to verify said compliance.

Ceca Magán Abogados, as a processor, will reasonably assist and provide the Client with support in complying with their legal obligations regarding data protection and in this sense, undertakes to:

  • Help controller to guarantee the compliance of the obligations established in articles 32 to 36 of the GDPR, taking into account the nature of the processing and the information that the processor manages.
  • Assist the controller, taking into account the nature of the processing, through appropriate technical and organizational measures, whenever possible, so that he can comply with his obligation to respond to the requests related to the exercise of the rights of the subjects (access, rectification, erasure, restriction, data portability, to object, not to be the subject of automated individualized decisions (including profiling) It will not correspond to Ceca Magán Abogados to attend to the Client’s requests, limiting himself to assisting him as the processor, and without in any case being considered an obligation of specialized advice on the matter.
  • Notify without undue delay to the controller the security violations of the personal data of the subjects, when the security violation affects personal data processed on behalf of the Client. The foregoing is articulated as a mechanism of help and assistance to the controller in order to be able to comply with their legal obligations contained in articles 33 and 34 of the GDPR, and without being considered an obligation of specialized advice on the matter.

Ceca Magán Abogados, as the controller, will only be responsible for the damages and losses caused by the processing when it has not complied with the obligations of the GDPR specifically when the processor has acted outside or against the legal instructions of the controller. The Processor will be exempt from liability under article 82.2 of the GDPR if he demonstrates that he is not in any way responsible for the fact that caused the damages.

For its part, the Client undertakes to:

  • Allow Ceca Magán Abogados to access the data and personal information that may proceed in order to adequately provide the services to which the Contract refers.
  • Comply with all the obligations that are applicable according to the current regulations on data protection.
  • Transmit to Ceca Magán Abogados the documented instructions in order to allow the processing of the personal data of the client.

8. Fees and Professional Costs

8.1 The Client shall pay any professional fees and specific costs arising from the services rendered by Ceca Magán Abogados, as specified in the applicable service proposal. Likewise, the Client shall reimburse the Firm for any reasonable costs incurred while rendering the services. The fees of Ceca Magán Abogados do not include taxes or similar charges which may accrue in connection with the services. Any such costs shall be borne by the Client. Unless otherwise specified in the applicable service proposal, payment shall be made within seven (7) days from the invoice´s issue date.

8.2 The Client shall make payment within seven (7) calendar days from the date of issuance of the invoices, unless another payment term is stated in the Proposal of Services. The method of payment shall be by bank transfer or cash deposit in the Firm's bank account stated in the invoice sent to the Client by e-mail, and in the absence of this by ordinary mail. Additionally, with the Client's prior authorization, the Firm may pay the professional fees by direct debit to the Client's current account.

8.3 For any recurring services billed following a monthly rate scheme, Ceca Magán Abogados shall issue and send to the Client a monthly invoice for its professional services rendered within the current month on the first business day of each month to the address provided by the Client’s representative. Such invoice shall be settled within ten calendar days from the date of receipt.

8.4 When the Client has entrusted Ceca Magán Abogados with the legal management of a legal process and the Client is the beneficiary of the collection of legal costs and the Firm has not agreed or received its professional fees or, as the case may be, the provisions of funds required, whether on a full equal basis or for any other reason, Ceca Magán Abogados may take over the aforementioned legal costs to cover the fees due or arising from the provision of services.

8.5 Ceca Magán Abogados may bill any additional reasonable professional fees whenever, due to events beyond the Firm’s control (including any actions or omissions by the Client), its ability to render the services in the manner originally planned is affected or in the event the Client requests the Firm to render any additional services. In the latter case, if a fixed monthly rate is applied, or a specific project has been previously commissioned by the Client to the Firm, Ceca Magán Abogados may issue to the Client a brief description of the professional commission together with its estimated price and any other necessary conditions, even via email, without having to subscribe to a specific service proposal.

8.6 In the event any invoices are defaulted, it is expressly agreed that the interest generated by the debt, from the moment payment should have been made, will be calculated on the basis of Law 3/2004, of 29 December, which establishes measures to combat late payment in commercial operations. In the event that the Firm makes a request for payment after issuing and sending the invoice, the Client must pay the collection costs, which shall not be less than 5% of the debt.

8.7 Ceca Magán Abogados may request the Client to make a deposit to cover expenses, including but not limited to fees, taxes, supplies and registration notes.

9. Validity and Termination

9.1 This Agreement shall be applicable to all services under it, including those started prior to its subscription.

9.2 This Agreement shall end upon completion of the services under it which are specified in the service proposal. For recurring services under the fixed monthly rate scheme, duration shall be that specified in the service proposal, with any applicable extensions. Any of the Parties may terminate the Agreement early, whether in full or in part, providing a 30-day notice period to the other Party. In the absence of communication and in the case of recurring services, the contract will be understood to be automatically extended for annual periods.

9.3 The repetition of two or more delays in the payment of invoices (arising from recurring or specific services) shall entitle the Firm to terminate the contract in advance and to demand payment of the agreed fees in accordance with the provisions of clause 8.6. Failure to pay any costs shall also entitle the Firm to terminate the contract early.

9.4 In the case provided for in point 9.3 relating to the provision of recurring services, the Firm shall send the Client a proposal for fees including the list of cases and disputes that are pending. In the absence of express acceptance by the Client, within the period indicated in the proposal, Ceca Magán Abogados shall be entitled to notify the Courts, Tribunals, other parties and Counsel of other parties that it is no longer responsible for the handling of such cases. Ceca Magán Abogados will continue to process the same until the deadline indicated in the proposal.

9.5 The Client will have to pay the fees derived from the services rendered up to the date of the resolution, as well as the expenses incurred.

10. Prevention of money laundering 

10.1 Ceca Magán Abogados is submitted by Spanish Money Laundering Prevention regulation and it declares, as an obliged entity according to the Act 10/2010 of 28 April, the Firm shall ask for further information to the Client, and this one consents to collaborate with the Firm for its internal procedure and due diligence measures. In addition, Ceca Magan Abogados duly informs it shall collaborate with Tax Authorities and Law enforcement agents to communicate and permit access to the information provided by the Client, should it is required by those empowered authorities according to the above mentioned Law.

11. Obligation to inform in the field of taxation in relation to reportable cross-border arrangements

Both parties are aware of the obligations of Ceca Magán Abogados in relation to Council Directive 2018/822, of 25 May, 2018, amending Directive 2011/16 with regard to the mandatory automatic exchange of information in the field of taxation in relation to reportable cross-border arrangements, known as "DAC 6" and transposed through Law 10/2020, of 29 December, in turn developed by Royal Decree 243/2021, of 6 April, and Order HAC/342/2021, of 12 April, and the Resolution of 8 April 2021 by the Tax Management Department of the [Spanish] National Agency for Tax Administration (AEAT), and the absence of any impediment to comply with this requirement.

In particular, in the event that the services to be provided by Ceca Magán Abogados consist of advice relating to the design, marketing, organization, provision for execution or management of the execution of a cross-border arrangement as defined in the DAC 6 Directive, such advice shall be provided for the sole purpose of assessing the compliance of this arrangement with the applicable regulations.

Notwithstanding the provisions of Section 6 of these General Conditions, the confidentiality agreed upon shall in no case entail the requirement for Ceca Magán Abogados to refrain from disclosing to other intermediaries or to the tax authorities how a potential cross-border arrangement reportable under the terms of the DAC 6 Directive could provide the client with a tax advantage.

12. Applicable Law and Dispute Resolution

12.1 This Agreement and any non-contractual obligations arising herefrom or from the services shall be governed and construed according to Spanish laws.

12.2 Any dispute relating to this contract shall be subject to the exclusive jurisdiction of the Courts and Tribunals of the capital city where the office from which most of the services were provided is located.

12.3 Both parties agree that Ceca Magán Abogados will not have to limit the provision of its professional services with respect to any third party and may even provide the same or similar services to other companies in the Client’s sector, as long as it does not breach its ethical obligations.

13. Assignment of the Agreement

13.1 No Party shall assign any rights and obligations under this Agreement nor any claims arising herefrom.

14. Final Provisions

14.1 The illegality, invalidity or invalidity of any provision of this Agreement (in whole or in part) shall not affect the validity of the remainder.

14.2 This contract and the proposed fee constitute the entire agreement between the parties with respect to the services and the other subject matter hereof and supersede all prior agreements and representations with respect thereto.

14.3 The parties may formalize the contract, the proposal of fees and amendments thereto, which must be made in writing, through electronic means and each of the parties may be required to sign an independent copy of these documents on physical support.

14.4 The Parties respectively declare that the persons subscribing this Agreement have been expressly authorized to do so and to bind themselves according to the terms hereunder.