General Conditions of Contract - S&E PARTNERS

  1. Area of ​​application

These general conditions apply to all service proposals prepared by Strategy & Execution Partners, S.L. (S&E). In any case, will prevail the service proposal that S&E signs with the client (the Client and the Proposal) above the provided in these general contracting conditions (the General conditions).

  1. Intervention of professionals and third parties outside S&E

Unless expressly agreed otherwise, the Services are limited exclusively to Spanish jurisdiction.

In case of participation of other external advisors outside S&E (the External professionals) and unless expressly agreed otherwise: (i) the intervention of S&E in the matter in question shall be limited to coordination and contact with External Professionals; (ii) the service provision relationship will be established directly between the Client and each of the External Professionals; (iii) the S&E fees will be independent of those of the External Professionals; and (iv) S&E will not assume any responsibility for the advice given to the Client by External Professionals.

  1. Services

The provision of services by S&E is only for the benefit of the Client and cannot be used for any other matter or by third parties or legal entities other than those for which the advice is specifically provided.

Unless expressly stated otherwise, the Client authorizes S&E to disclose its intervention in the matter. In no way should the foregoing be construed as an authorization to S&E to disclose information related to the matter that, in any case, will be absolutely confidential.

S&E has no obligation to initiate the provision of any service as long as it does not receive to its satisfaction a copy of the signed Proposal and the payment of the fees linked to the acceptance of the Proposal is not made in the agreed terms.

  1. Fees and Billing

Unless expressly agreed otherwise, invoices issued by S&E will be payable on demand.

The fees specified in the Proposal do not include the Value Added Tax (or applicable analogous tax) or the cost of travel, accommodation, living, telecommunications, messaging, translations or reprography that are useful or convenient for the achievement of the matter in which we will incur in a reasonable manner and in accordance with the S&E expense policy (which the Client could ask at all times). This may be billed at any time and their payment will be mandatory by the Client.

All expenses and supplies are (when so established by current regulations) subject to VAT, the payment of which corresponds to the Customer.

In the absence of payment of an invoice, S&E is expressly authorized, prior written notice and in accordance with applicable professional and deontological regulations, to suspend the provision of any service to the Client, without this being able to raise any claim for this suspension. or for the damages that could be derived from it.

Until payment of the outstanding fees is made, S&E reserves the right of retention on the Client's documents and any other deliverables that are pending.

In the event that the order is made on behalf of or for the benefit of a third party, S&E will bill the third party directly (unless otherwise indicated). However, the Client will be equally responsible for the payment of the S&E fees.

  1. Responsibility of S&E

S&E assumes full responsibility for the Services provided on its behalf by professionals or employees belonging to S&E, whether partners, employees or consultants.

S&E will respond to the Client for the damages that have been caused by causes attributable to S&E or its professionals or employees as a result of malicious or gross fault of any of them. Out of such cases, the responsibility of S&E will have the scope determined in the respective Proposal. In no case shall S&E be responsible for any damages derived, or caused, in whole or in part, as a result of the falsehood, concealment or any other conduct of the Client that was malicious or negligent, or not carried out in accordance with the principles of good faith, or breaches that occur due to causes that are beyond your reasonable control.

The responsability of S&E will be limited to direct damages (excluding, therefore, loss of profits, loss of business or reputational damage) effectively caused to the Client.

The responsibility of S&E to the Client in relation to the Services is conditioned on the Client submitting a written claim, determining in sufficient detail the nature of the claim and the amount claimed, in a term not exceeding three (3) years counting from the end of the provision of the Services, except in the event of fraud in which the statutory limitation period will apply.

The eventual responsibility of S&E will be specificly with the Client. S&E will not be responsable for any damages that may be caused to third parties as a result of the use that the Client may make of the Services outside their own destination, unless this use has been expressly authorized by S&E, in which case the responsibility of S&E will adjust to the conditions agreed to that effect.

The Client undertakes not to instigate a third party to demand other professionals or employees of S&E in relation to the Services.

The responsibility of S&E to the Client may not be increased due to any limitation of responsibility agreed between the client and any external professional who has intervened in the subject matter of the Services.

  1. Customer responsibility

The Client declares that the information provided to S&E by any means is truthful and complete. Therefore, S&E has no obligation to review the accuracy of such information.

S&E has no obligation to update any of its works due to facts or circumstances that occurred or known after the issuance of reports or writings.

The person signing on behalf of the Client declares, under their responsibility, to have sufficient power to sign the Proposal and the General Conditions.

  1. Modifications

S&E may modify these General Conditions, at any time, being applicable the modifications as detailed below:

  1. General Conditions applicable in the case of recurring services will be appearing on the website www.sandepartners.com at the time of provision of services.
  1. In case of non-recurring services, the applicable General Conditions will be those that are referenced in the Proposal. However, subsequent amendments to these General Conditions may be applicable if those have been communicated to the Client and there is not a written opposition by the Client within the period of 21 calendar days since they are communicated to the Client. For clarification purposes it will be understood that the Client accepts the changes if during that period he does not raise any writing objection to them.
  1. Data Protection

In compliance with current regulations, S&E will incorporate in a own file the data of the Client and the signatory person (the Client data).

Unless otherwise indicated in the Proposal, S&E may collect, use, transfer, store or in any other way treat Customer information regarding identified or identifiable natural persons (the Personal information).

The objective of the treatment of the Client Data and, in case, the Personal Data will be the maintenance, development, control and execution of the professional relationship with the Client.

In the treatment of such data, S&E undertakes to:

  • adopt the appropriate technical and organizational measures to protect Personal Data. Unless the client specifies and justifies otherwise, S&E will assume that it is appropriate to apply the level of basic security measures; and
  • In the case of Personal Data, destroy or return to the Customer the Personal Data to which S&E has had access.

Both the Client and the person to whom they refer the Personal Data may at any time exercise their rights of access, rectification, cancellation and opposition by sending an email to the address: info@sandepartners.comor by sending a postal communication to the following address: Muntaner, 479, 3.º 3.ª – 08021 Barcelona. A photocopy of the ID of the holder of the Personal Data must be accompanied.

The Client is informed and expressly authorizes S&E to allow access to the Customer Data and Personal Data to companies and professionals that provide support services to S&E, to the extent that such access is necessary for the execution of the Services by S&E .

  1. Communication and documentation

The Client accepts the non-encrypted email as a way of skillful and habitual communication for the exchange of information and documentation. Likewise, on a timely basis and for very voluminous information, the Client accepts the sending of said documentation through online platforms such as wetransfer or similar.

S&E will not be responsable for damages and losses caused by the interception or access to emails by unauthorized persons, neither for damages and losses caused from viruses, computer or network failures.

In the event that the Client considers that certain communication or documentation requires more secure communication services, he should indicate this to S&E so, together, can be taken the necessary measures to guarantee their safety.

Without prejudice to the provisions of the Proposal and these General Conditions, S&E has the right to keep in its files the documentation and materials obtained and generated during the provision of services. After one year, S&E reserves the right to destroy such files and documents.

  1. Normative compliance

The Client undertakes to provide S&E all the documentation required by the legislation on prevention of money laundering and terrorist financing.

The refusal or unjustified delay of more than one month in sending such information is a reason for S&E to end the provision of services and maintain the right to collect all amounts already billed.

  1. Law and Jurisdiction

The General Conditions are governed by Spanish law

As far is permitted by the mandatory regulations, all issues that directly or indirectly affect the validity, interpretation, compliance, execution of the Proposal and the provision of services by S&E are subject to the exclusive jurisdiction of the Courts and Tribunals of the city of Barcelona.