Terms and Conditions

Our Relationship with You

1. These Terms and Conditions together with the terms and conditions set out for a specific service or in any other conversation between you and us are applicable to ALL services we carry out for you throughout our relationship.
2. We will perform the services using reasonable skill and care in accordance with the Spanish laws and any professional standards applicable to the performance of the services.
3. We will provide the services to you as an independent contractor and not as your employee, agent, partner or joint venturer. Neither you nor we have any right, power or authority to bind the other.
4. You authorize us to engage third parties in connection with the performance of services we carry out for you. We are entitled to accept any liability limitations that these third parties use also on your behalf. Any liability of Business Advice Spain for possible errors or omission of these third parties in their services is excluded.
5. We will not assume any management responsibilities in connection with the services. We will not be responsible for the use or implementation of the output of the services.
6. Business Advice Spain is the trading name of Jochem Schoevers with Spanish tax identification number X4945280G Wherever Business Advice Spain is mentioned in these terms, it also includes Jochem Schoevers.

Limitation of Liability

7. Any liability to you of Business Advice Spain, that is Jochem Schoevers, is limited to the amount paid out in respect of it by our insurer, plus our excess under that insurance. If the insurer does not pay out, for any reason whatsoever, then the total liability arising from, or connected to our services shall be limited to the amount that was paid to us for those services in the period of 12 months prior to the notice of liability with a maximum of EUR 10,000.- (ten thousand euro). Any liability of any natural persons or companies who are employed or contracted by Business Advice Spain is excluded. In that case you shall seek direct recourse from that third party without including us.
8. All your claims, for whatever reason or on whatever ground, will lapse 12 months after the work has been carried out, unless the claims or rights of the Client lapsed before this period pursuant to the law.

Confidentiality

9. Except as otherwise permitted by this Agreement, neither of us may disclose to third parties the contents of this Agreement or any information provided by or on behalf of the other that ought reasonably to be treated as confidential and/or proprietary. Either of us may, however, disclose such information to the extent that it:
10. is or becomes public other than through a breach of this Agreement,
11. is subsequently received by the recipient from a third party who, to the recipient’s knowledge, owes no obligation of confidentiality to the disclosing party with respect to that information,
12. is disclosed as necessary to enforce the recipient’s rights under this Agreement, or
13. must be disclosed under applicable law, legal process or professional regulations.

Intellectual Property Rights

10. We may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how (“Materials”) that we own in performing the services. Notwithstanding the delivery of any reports, we retain all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and in any working papers compiled in connection with the services (but not Client Information reflected in them). Upon payment for the Services, you may use any Materials included in the reports, as well as the reports themselves as permitted by this Agreement.

Data Protection

11. We may collect, use, transfer, store or otherwise process (collectively, “Process”) Client Information relating to identified or identifiable individuals (“Personal Data”). You warrant to us that you may lawfully provide us with such Personal Data.
12. We will Process such Personal Data in accordance with applicable legal and professional requirements. We will engage any service provider, including but not limited to in accordance with the requirements established by the data protection legislation.
13. When acting as a data processor and processing Personal Data on your behalf, we warrant that such processing will be in accordance with your instructions and that we will: not Process the Personal Data for a different purpose beyond the provision of the services and the purposes as described in these Terms and Conditions; implement appropriate technical and organizational measures to protect the Personal Data; and destroy or return all Personal Data held in any form and any support documents containing Personal Data of you upon termination of this Agreement, subject to any applicable obligations.

Fees and Expenses

14. You shall pay our professional fees and specific expenses in connection with the services as detailed in the applicable proposal or any other conversation. You shall also reimburse us for other reasonable expenses incurred in the performance of the services. Such expenses may consist of third-party experts, travel, translators, registries, couriers, notaries, apostilles, etc.
15. Our fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs imposed in respect of the services, all of which you shall pay (other than taxes imposed on our income generally). Payment is due within 15 days following receipt of each of our invoices.
16. We may charge additional professional fees if events beyond our control (including your acts or omissions) affect our ability to perform the services as originally planned or if you ask us to perform additional tasks.
17. Retainer fees or periodically recurring fees shall be increased on a yearly basis according to official Spanish inflation indexes.

Term

18. A continuing services engagement between you and us may be terminated by and or us with 2 months’ notice unless other arrangements have been made between us.

Force Majeure

19. Neither you nor we shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control.

Governing Law and Dispute Resolution

20. This Agreement, and any non-contractual matters or obligations arising out of this Agreement or the Services, shall be governed by, and construed in accordance with, the laws of Spain.
21. Any dispute relating to this Agreement or the services shall be subject to the exclusive jurisdiction of the Madrid courts to which each of us agrees to submit for these purposes.

Miscellaneous

22. We are obliged to establish your identity and to report unusual transactions to the authorities under certain circumstances, without informing you thereof.
23. Both of us may execute this Agreement, as well as any modifications to it by electronic means and each of us may sign a different copy of the same document. Both of us must agree in writing to modify this Agreement.
24. Each of us represents that the person signing this Agreement on its behalf is expressly authorized to execute it and to bind each of us to its terms. You represent that your affiliates and any others for whom services are performed via our relationship shall be bound by the terms of this Agreement.