Standard Terms & Conditions RSB Advisors

 

1. Purpose and scope of application

These Standard Terms and Conditions (the “Standard Terms and Conditions”) aim to regulate the professional services (the “Services”) provided by RSB Advisors, S.L. (“RSB Tax & Legal”) to each and every one of its clients (the “Client”), regardless of those specific aspects that could be established or agreed on in accordance to one or several matters in particular (the “Matter”), or with the overall of the Matters requested by the Client, and that shall prevail over the Standard Terms and Conditions in the event of any discrepancy between them.

These Standard Terms and Conditions are published in the website of RSB Tax & Legal, which can be accessed via https://rsbglobal.es/

The Parties to the legal relationship governing the provision of Services are RSB Tax & Legal and the Client. Such Services shall be understood to be provided solely and exclusively to the Client, and may not be assigned by the Client to third parties or used by persons other than the Client, with the sole exception of prior express written authorisation of RSB Tax & Legal.

The holder of the legal relationship with the Client is RSB Tax & Legal, on which are conferred all of the rights and obligations specific to the performance of the profesional activity regardless of participation of the specific professionals and employees through whom Services are provided.

2. Services

The Parties will define the nature and scope of the requested Services to RSB Tax & Legal at the beginning of each Matter. Nevertheless, such terms could be modified by mutual agreement at any moment of the contractual relationship. Should an agreement not be reached, the Matter will entail the provision of the professional legal advice that best fits the very nature of the Matter.

In order to provide the Services, RSB Tax & Legal will assign to each Matter a work team consisting of the professionals who, to the best of the firm’s knowledge and according to its quality standards, have the most appropriate expertise, experience and seniority given the specific needs of the Client or requested Matter. RSB Tax & Legal may discretionally appoint new professionals to the working team or substitute the previously designated ones at any time during the relationship.

RSB Tax & Legal shall provide the Services in accordance to the principles and values of independence, integrity, loyalty and due diligence, as well as total compliance with both the legal ethics and professional conduct.

Unless express agreement stating otherwise, the Services shall be confined exclusively to the Spanish jurisdiction. In case of third-party firms or professionals, unless expressly provided otherwise: (i) the involvement of RSB Tax & Legal in the Matter in question shall be limited to activities for coordination of and contact with such external professionals, (ii) the professional services relationship shall be established directly between the Client and the aforementioned third-party firms or professionals, (iii) RSB Tax & Legal’s fees shall be independent of those of the external professionals, and (iv) RSB Tax & Legal shall asume no liability whatsoever for any advisory services provided to the Client by the third-party firms or professionals.

3. Fees, expenses and invoicing

At the beginning of the Services, the Parties are to set RSB Tax & Legal professional fees, as well as the aspects concerning the invoicing and method of payment. Unless specified otherwise, the estimated or budgeted fees are net of VAT and of any other such indirect taxes as may be applicable.

In the event of a settlement with the Client that incorporates an hourly rate for the invoicing of the Services, RSB Tax & Legal will inform the Client of the hourly rate applicable.

In the absence of an agreement, the time dedicated to the Matter by the professionals will be one but not necessarily the only factor to be taken into account; the weight given to time when determining fees depends on the nature of the work. Fees are calculated in a measured and reasonable manner, without using automatic formulas, taking into consideration the characteristics of the Matter, bearing efficiency in mind and taking into account the Client’s expectations.

Payments to third parties (for travel expenses, Courier services, translations, telephone charges, meals, the services of third-party professionals, etc.) shall be contracted and paid for directly by the Client. Notwithstanding, such services might be contracted and paid for by RSB Tax & Legal on behalf of the Client. These expenses will be itemised in the professional fee statement that the Client will be sent. RSB Tax & Legal may request the Client to provide funds in advance to cover these expenses.

The Client explicitly authorizes RSB Tax & Legal to use the retainer paid, deposit or judicial consignments made by the Client to pay any such amount as may be owed to RSB Tax & Legal in respect of fees or expenses.

The Client must pay for all the fees and incurred expenses even where the transaction or case to which the Services refer comes to an early termination, or should the Services not be completed successfully.

The professional bill statements issued by RSB Tax & Legal shall be payable on demand, and in any case, within the next thirty (30) days after its invoice date. They are payable by account payee cheque or by transfer to the bank account indicated by RSB Tax & Legal, or by the person or Company that issues the invoice.

In the event of the failure to pay an invoice, RSB Tax & Legal, upon giving written notice and pursuant to the professional regulations and code of ethics governing its activity, will be entitled to suspend any Services provided to the Client, without such circumstance entitling the Client to make any claim or complaint for such suspension or damage as may derive from such suspension.

4. Communications

Communications between the Parties may be established through any means that are deemed adequate for each case.

Among such methods, the use of the e-mail via Internet is worldwide accepted. The Parties understand and accept that sending information by email entails risks (e.g. delays, delivery failures, erroneous deliveries, loss of data, interception and misuse by third parties, etc.). RSB Tax & Legal will not be held responsible. On top of that, and regardless of the possibility that the e-mails sent from RSB Tax & Legal would be subject to software antivirus, RSB Tax & Legal does not guarantee the inexistence of virus nor does he accept responsibility for transmission of any other unwanted elements through its emails.

Should the Client not wish to receive communications by email or if there are specific considerations that the Client would like RSB Tax & Legal to take into account in relation to sending or receiving communications, the Client will make an express statement.

Instant messaging applications are unsuitable for exchanges of professional communications, and so its use by RSB Tax & Legal shall be exceptional, albeit never providing legal advice.

5. Information, confidentiality and professional secrecy

RSB Tax & Legal shall request from the Client all the information and documentation that, in its opinión, is required for the proper and efficient provision of Services. The information and documentation shall be sent by the Client to RSB Tax & Legal by the means deemed most appropriate. The Client represents and warrants that it is duly authorised and empowered to send documentation and information it provides to RSB Tax & Legal, and shall hold RSB Tax & Legal harmless from and against any third-party claim due to Access to the information or documentation sent by the Client or at its request.

RSB Tax & Legal shall under no circumstances be liable for any consequences that may arise for the Client by reason of having sent any inaccurate, inexact or incomplete information or documentation.

RSB Tax & Legal undertakes to safeguard the confidentiality of all the information and documentation received from the Client that is not in the public domain and may only disclose such information and documentation with the authorisation of the Client or where ordered to do so by any administrative or court authority or an authority authorised for such purpose. Where RSB Tax & Legal outsources word processing, photocopying, translation or any other type of service to providers, it shall safeguard the confidentiality of the Client‘s information and documentation, ensuring that the relevant providers sign a confidentiality agreement.

RSB Tax & Legal’s duty of confidentiality with respect to the information and documentation received from the Client shall not be applicable in respect of the representatives and contact persons of the Client itself or of other professional advisers of the Client participating in the same engagement, unless the Client establishes any prior directions or restrictions to the contrary.

On termination of the provision of Services, RSB Tax & Legal shall return to the Client all such original documentation as may be in its possession in relation to such Services or the specific case to which the Services refer, subject to prior notification from the Client of the terms on which such return is to be carried out.

The Client authorizes RSB Tax & Legal to retain a copy of any information and documentation furnished by the Client in relation to the provision of the Services for the length of time it sees fit, subject to RSB Tax & Legal’s duty of confidentiality. RSB Tax & Legal does not accept any obligation whatsoever to retain such copies for a specific period of time, and may destroy its files without requiring any authorisation whatsoever.

Unless expressly indicated otherwise by the Client, the Client authorizes RSB Tax & Legal to make public its involvement in the provision of the Services to the Client, provided no confidential information is disclosed.

RSB Tax & Legal’s professional secrecy obligation will continue to apply after the Services have been provided and the Matter has been completed. Professional secrecy entails that all lawyers and employees of RSB Tax & Legal must keep all facts and circumstances of which they become aware as a result of their professional activity confidential unless disclosure is required by law. In relation to Matters that are reportable arrangements under Directive (EU) 2018/822 of the Council of 25 May and the Spanish laws transposing the Directive, RSB Tax & Legal may have to disclose specific information to the corresponding tax authorities or inform the Client or a third-party advisor that it must disclose this information to the tax authorities. Under certain circumstances, the Matter could be a reportable arrangement when the Client asks RSB Tax & Legal not to disclose or share with a third party how a specific transaction, investment or structure can provide a tax advantage, or when RSB Tax & Legal’s legal fees are based on the tax advantage obtained by the Client, or when they are contingent totally or partially on the tax advantage obtained. Lastly, the regulations on the prevention of money laundering and financing of terrorism establish that the relevant authorities must be informed of specific transactions.

6. Prevention of money laundering and financing of terrorism

In accordance with the legislation regarding the issue of prevention of money laundering and financing of terrorism, RSB Tax & Legal is subject to obligations to check the identity of the Client and its operations and activities. The Client undertakes to provide RSB Tax & Legal, completely and accurately, with all such information as may be necessary and required of it for such purposes (both from the Client itself and, as the case may be, from its shareholders, investors, directors, related persons, etc.) and expressly authorizes RSB Tax & Legal to take any steps towards confirmation that it deems appropriate in such connection. Where it fails to obtain the necessary information, RSB Tax & Legal shall be unable to provide the Services to the Client, without such circumstance giving rise to any type of liability for RSB Tax & Legal.

RSB Tax & Legal is also subject, on the terms as laid down by law, to the obligation to notify the Enforcement Service of the Anti-Money Laundering and Monetary Infringements Commission (SEPBLAC) of any fact or operation, even on a purely tentative basis, in relation to which there is any indication or certainty that it is related to money laundering or the financing of terrorism, and must refrain from performing any operation where such circumstances come to light. RSB Tax & Legal shall not be liable to the Client for any such damage or loss as may be suffered by the Client as the result of RSB Tax & Legal’s compliance with such statutory obligations.

7. Intellectual property

The ownership of all intellectual property rights over work and materials generated in relation to the Services belong to RSB Tax & Legal. Notwithstanding, the Client may use the work and material for the Services or for any other legitimate purposes. If all or part of any material or document drafted by RSB Tax & Legal in relation to the Services is used by the Client or third parties for any other matter on which RSB Tax & Legal has not advised, RSB Tax & Legal will not be liable in any way for that matter or for the materials or documents used.

8. Liability

RSB Tax & Legal shall be liable to the Client for any such damage or loss as may be caused to the Client for reasons attributable to RSB Tax & Legal or its professionals or employees as a result of the wilful misconduct or gross negligence of any of them. Other than in the above cases, the extent of RSB Tax & Legal’s liability shall be governed by the terms of the relevant Matter.

The Client agrees that any eventual claim or action (the “Claim”) in relation to the Services or these Standard Terms and Conditions will be taken solely and exclusively against RSB Tax & Legal and not against any of its lawyers, employees or partners (the “Exonerated Parties”). Consequently, the Client exonerates, in the broadest terms, each of the Exonerated Parties from any liability or obligation for any damage, loss of profit or expenses (including court costs and lawyer and court agent fees) that the Client directly or indirectly suffers or may suffer in relation to the Services, the Matter or the RSB Tax & Legal Standard Terms and Conditions or that are brought about by any of them.

The Client irrevocably waives, in the broadest terms, its right to take any action (either of a contractual or non-contractual nature) against any of the Exonerated Parties to claim the abovementioned damage, loss of profit or expenses (including court costs and lawyer and court agent fees referred to in the paragraph above), The Client also undertakes not to initiate or seek any legal, administrative or arbitration proceedings against any of the Exonerated Parties.

RSB Tax & Legal’s liability shall be limited to direct damage (excluding therefore loss of profit, loss of business or reputational damage) actually caused to the Client.

RSB Tax & Legal’s liability to the Client in relation to the Services is subject to a written claim sent by the Client, determining in sufficient detail the nature of the claim and the amount claimed, within not more than three (3) years from the date of termination of the provision of the Services, other than in the event of wilful misconduct, in which case the statute of limitations and terms of prescription shall apply.

9. Termination

The Client may deem the provision of Services to have been terminated at any time, without any need to plead any grounds in such connection.

On the other side, RSB Tax & Legal may cease to provide the Services in accordance with the professional ethics and conduct rules of Law Practice. On a general basis, RSB Tax & Legal will give the Client reasonable notice of this decision although this may not always be possible.

Should the termination of the provision of Services occur, the Client must pay all RSB Tax & Legal’s outstanding fees statements and any expenses that it has incurred up until and including the date on which the Services cease.

10. Personal Data protection

In order to provide the Services, RSB Tax & Legal, as data processor and acting in the name and on behalf of the Client, may access personal data of which the Client is the data controller (the “Personal Data”). RSB Tax & Legal will access and process the Personal Data in compliance with Spanish personal data regulations in force from time to time and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 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) (“GDPR”).

The Personal Data to which RSB Tax & Legal will have access, the categories of data subjects and the processing operations to be carried out are mainly the following:

Categories of data subject: The Client’s employees, representatives, clients and collaborators.

Types of personal data: Personal details, professional details, employment status and information regarding the services.

Processing operations: Collecting, structuring, storing, consulting, comparing, modifying, extracting, interfacing, limiting, deleting and/or transferring.

Pursuant to the abovementioned data protection regulations RSB Tax & Legal will:

• Process the Personal Data according to the rules set out in this section of the present Standard Terms and Conditions and any eventual written instructions that RSB Tax & Legal may receive from the Client. RSB Tax & Legal will not use the Personal Data for purposes other than to provide the Services or to comply with statutory and professional ethics and conduct obligations arising from its business activity, for which RSB Tax & Legal will act as data controller (e.g. prevention of money laundering).

• Process the Personal Data in accordance with the security and content requirements provided in the Spanish personal data regulations in force from time to time and Article 32 of the GDPR. RSB Tax & Legal will also follow and implement the necessary or appropriate technical and organisational security measures to ensure the confidentiality, secrecy and integrity of the Personal Data to which it has access.

• Keep the Personal Data to which it has access in order to provide the Services and those resulting from their processing confidential and will comply with its professional secrecy duty to which all lawyers are subject in accordance with article 5 of the Code of Conduct for the Legal Profession in Spain.

• Not disclose or transfer the Personal Data to third parties, even for their storage, unless the Client expressly authorises their disclosure or transfer to a third party or RSB Tax & Legal is expressly permitted to do so by law.

• Delete the Personal Data once the Services have finished. Exceptionally, RSB Tax & Legal may store a copy of the Personal Data, which may be made available to the authorities, to comply with statutory obligations, the professional ethics and conduct rules applicable to RSB Tax & Legal (in particular, for the purposes of article 25 of Law 10/2010 of 28 April on the prevention of money laundering and financing of terrorism (“Law 10/2010”), and in accordance with article 12.A.10 of the Code of Conduct for the Legal Profession in Spain) or for the purposes of any other liabilities that may arise as a result of the Services

• Assist the Client in ensuring that it complies with the obligations established in Articles 32 to 36 of the GDPR. In particular, RSB Tax & Legal will notify the Client by the agreed means of notification of any security breaches involving the Personal Data that must be communicated in accordance with Articles 33 and 34 of the GDPR.

• If the Client asks RSB Tax & Legal to manage any requests from data subjects to exercise their rights, RSB Tax & Legal will assist the Client to fulfil its obligations and respond to requests from data subjects regarding their right of access, rights to rectification, erasure, object, data portability, restriction of processing and not to be subject to automated individual decision-making.

• Keep a record of the categories of processing activities RSB Tax & Legal carries out on behalf of the Client in accordance with Article 30.2 of the GDPR.

• Communicate the name and contact details of the data protection officer to the Client. RSB Tax & Legal’s data protection officer can be contacted at the following email address: rsb@rsbglobal.es.

• Make available to the Client the necessary information to demonstrate that RSB Tax & Legal complies with the obligations in this section of the present Standard Terms and Conditions. The Client will be subject to strict confidentiality obligations in relation to the RSB Tax & Legal information to which it has access. Given RSB Tax & Legal’s activity, it has secrecy obligations vis-à-vis its clients. This means that the availability or verification of the information provided will not entail, in any case, potential access by the Client to data or information of any other client of RSB Tax & Legal.

The Client, as the data controller, will:

• Authorise RSB Tax & Legal to subcontract to third parties ancillary and necessary services to provide the Services, such as courier services or IT system management and maintenance. RSB Tax & Legal will sign a written agreement with the sub-processor in terms no less restrictive than those set out in this section.

• Acknowledge that RSB Tax & Legal is a global firm, and, if necessary to provide the Services, authorises RSB Tax & Legal to process the Personal Data outside the European Economic Area complying with the required safeguards under applicable law.

• Comply with the following obligations: (a) give RSB Tax & Legal access to the Personal Data required to provide the Services; and (b) monitor the processing activities.

The obligations in this section constitute the data processing agreement between the Parties, and whose term and economic conditions are not different from those agreed for the Services.

Each of the Parties is individually responsible for complying with its own personal data protection obligations.

In accordance with the applicable data protection regulations, the personal data of the individuals who sign, manage and perform the Services in the name and on behalf of each of the Parties (and any other data in connection with which the receiving party becomes the data controller), will be processed by the other party to carry out, perform, manage and monitor the Services and comply with their statutory obligations. The processing of these data is necessary and the bases for doing so are: (i) performing and monitoring the contractual relationship between the Parties; (ii) the Parties’ legitimate interest in processing their contact and professional data to perform the Services; and (iii) complying with RSB Tax & Legal’s statutory obligations (including those on the prevention of money laundering).

Personal data will be processed during the provision of the Services, after which RSB Tax & Legal will store the personal data for ten years to comply with the applicable law, unless, exceptionally, a longer term applies for statutory or contractual reasons.

Data will not be disclosed to third parties except to the competent authorities in the exercise of their functions or to third parties when necessary to provide the Services. Similarly, in some cases, in managing and performing the Services, data may be processed outside the European Economic Area in jurisdictions that do not provide equivalent levels of protection of personal data. In this case, RSB Tax & Legal will take the necessary measures to provide appropriate safeguards to ensure an adequate level of protection for personal data.

Data subjects may exercise their right of access, rights to rectification, erasure, object, data portability, restriction of processing and not to be subject to automated individual decision-making and any other right established by law, by writing to the data protection officer (as indicated above for RSB Tax & Legal). Data subjects have the right to file claims or requests relating to their personal data rights with the relevant data protection authority.

Before either of the Parties discloses to the other any personal data of any individual who performs or manages the Services or of any third parties, the disclosing party must inform the data subjects of the content of the preceding paragraph and must also comply with any requirements for the lawful disclosure of the personal data to the receiving party (including the information and legal basis duties), so that the latter does not have to take any additional step vis-à-vis the data subjects.

11. Amendments

The present Standard Terms and Conditions may be modified by RSB Tax & Legal whenever appropriately considered. Such modifications will apply to all Matters and Services opened after the date on which the amendments are published. This disposition will also apply to continual Services that are provided after the date on which the amendments are published.

12. Governing law and jurisdiction

The present Standard Terms and Conditions and the relationship created by the Services are governed by Spanish law.

For any discrepancies that may arise in relation to the Services provided for a specific Matter, the Parties with a waiver of any other jurisdiction to which they may be entitled, will be subject to the jurisdiction and competence of the Courts of Gijón, Asturias (Spain).