General Terms and Conditions of Engagement

These general terms and conditions of engagement (the “General Terms and Conditions”) set out the terms under which “Noguera Sebastián Abogados, S.L.P.” (“NS” o the “Firm”) provides legal advisory services to each of its clients (the “Client” and, together with NS, the “Parties”), without prejudice to any specific terms or particular conditions that may be agreed in relation to one or more specific matters or to the Client’s matters as a whole
(each, a “Matter” and collectively, the “Matters”).

All work is carried out in accordance with the applicable regulations, including the Spanish General Statute of the Legal Profession (Estatuto General de la Abogacía Española), approved by Royal Decree 135/2021 of 2 March, and the Spanish Code of Conduct for Lawyers (Código Deontológico de la Abogacía Española), approved by the Plenary of the General Council of Spanish Lawyers on 6 March 2019.

The relationship between the Client and NS is based on mutual trust and on transparent and effective communication of all matters necessary or advisable for the proper provision of the services.

The relationship between the Client and NS is legally characterised as a contract for services. Consequently, the Firm’s professionals shall not be bound by any instructions from the Client that could compromise their independence or professional judgment.

In the absence of an express agreement, the Matter shall comprise the usual legal advisory services appropriate to its nature.

Notwithstanding that the services may be agreed at the outset, the Client and the Firm may modify or adjust the engagement at any time during its performance.

NS shall use its own resources, both material and human, in the provision of the services.

In the absence of an express agreement, fees shall be calculated mainly on the basis of the time actually spent on the Matter by the Firm’s professionals, without prejudice to the application of other reasonable criteria depending on the nature of the engagement.

Fees shall be proportionate and reasonable, taking into account the Client’s expectations and the complexity of the Matter.

The Client shall pay all necessary expenses incurred by the Firm in the provision of the services, which shall be itemised in the relevant invoice.

Payments to third parties (e.g., travel expenses, couriers, translation services or other services) shall be justified by the corresponding receipts or supporting documents and shall be included in the next invoice issued by the Firm.

The Client shall be obliged to pay the fees and expenses accrued for services actually rendered up to the date of early termination or frustration of the transaction to which the services were linked.

Invoices issued by the Firm become payable upon presentation and must, in any event, be settled within 30 days from their date of issue.

Where the Firm advances, on behalf of the Client, any amounts corresponding to the fees or expenses of such professionals, the Client shall reimburse those amounts to the Firm.

This duty shall remain in effect even after the services have been completed, except where disclosure is required or authorised by law.

Likewise, and subject to the same limitations, once the Matter becomes public, the Firm may disclose its involvement and the nature of the services provided, always without revealing confidential information.

The Firm cannot guarantee the absence of viruses or harmful elements in its emails and shall therefore not be liable for any damage resulting from their transmission.

If the Client prefers not to use email as a means of communication, they must expressly notify the Firm.

The use by the Client of external digital platforms, tools or services may entail risks (malfunctions, data loss, unauthorised access, etc.). The Firm shall not be liable for such risks, without prejudice to its willingness to cooperate with the Client in selecting and using such services. The use of any external service implies acceptance by the Client of the relevant provider’s terms and conditions.

NS shall not assume responsibility for formulas, algorithms, spreadsheets, technical, numerical, accounting or financial data provided by the Client, its advisers or third parties for inclusion in any document prepared by the Firm, or incorporated into documents prepared by the Client, its advisers or third parties. The accuracy and adequacy of such information shall be the sole responsibility of those providing it.

Should the Client wish to disclose to third parties the existence or content of documents prepared by the Firm, prior written authorisation from the Firm shall be required.

Once the services have concluded, the Firm shall retain copies only for the period required by applicable regulations and for the purpose of complying with legal or contractual obligations arising from the services provided.

The Firm maintains a zero‑tolerance policy towards any unlawful conduct, including public or private corruption. These principles govern the Firm’s day‑to‑day activities and its relationships with clients, collaborators and third parties.

To this end, the Firm may request from the Client information and documentation verifying their identity, professional or business activity, as well as, where applicable, their beneficial owners and control structure. Such documentation shall be retained for the period required by law.

The Client must provide all identification and verification documentation necessary for compliance before the Firm can accept a Matter or commence the services.

In exceptional circumstances, and where required by law, the Firm may be obliged to report to the Spanish Financial Intelligence Unit (SEPBLAC) any transactions that indicate or confirm a suspicion of money laundering or terrorist financing. Such reporting is confidential and cannot be disclosed to the Client, and the Firm may even be legally required to discontinue work related to the Matter. In such cases, the Firm shall not be liable for any damage or delay resulting from compliance with these legal obligations.

In the course of providing the services, the Firm may need to access personal data for which the Client is the data controller. In such cases, the Firm shall act as data processor, strictly following the Client’s instructions and complying with the applicable Spanish data‑protection legislation and with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the “GDPR”).

In particular, and without limitation, with respect to: (a) the Client’s employees; (b) the Client’s legal representatives;
(c) the Client’s clients and collaborators; (d) the Client’s counterparties; or (e) third parties involved in judicial, commercial or contractual matters, the Firm may access identifying, professional, employment‑related and service‑related personal data (“Personal Data”), for the purposes of collecting, organising, storing, consulting, comparing, modifying, extracting, interconnecting, restricting, erasing or communicating such data.

The processing of Personal Data will be carried out for the purposes described above and is based on:

• the execution, performance, fulfilment and monitoring of the contractual relationship between the Parties;
• the legitimate interest of the Parties in processing contact and professional data required for the provision of the services and the performance of the contractual relationship; and
• compliance with the legal and ethical obligations applicable to the Firm (including obligations relating to anti‑money laundering).

Personal Data shall be retained for the duration of the services and, thereafter, for a period of ten years from completion of the services, unless applicable law or professional rules require a longer retention period or allow temporary retention to comply with legal or contractual obligations.

The Firm shall:

• process the Personal Data solely for the provision of the services, except where processing is required under applicable legal or ethical obligations (e.g., anti‑money laundering laws);
• maintain confidentiality and professional secrecy in respect of all Personal Data, as required of all NS lawyers;
• adopt appropriate technical and organisational measures to ensure the security, integrity and confidentiality of the Personal Data;
• not disclose or transfer Personal Data to third parties, save with the Client’s express authorisation, to comply with a legal obligation, or where necessary for the provision of the services (e.g., IT services);
• delete or return the Personal Data upon completion of the services, except where applicable law or the rules on the preservation of legal documents require temporary retention, in accordance with applicable professional standards;
• assist the Client in complying with its obligations under the GDPR, including notification of security incidents and assistance in managing data‑subject rights, where necessary;
• maintain a record of processing activities performed on behalf of the Client;
• inform the Client of the identity and contact details of the Firm’s Data Protection Officer. As of the date of these General Terms and Conditions, the Data Protection Officer may be contacted at: administracion@noguerasebastian.com; and
• provide the Client with the information necessary to demonstrate compliance with these obligations, always respecting the confidentiality owed to other clients of the Firm.

The Client shall:

• provide access to the Personal Data necessary for the provision of the services;
• oversee the Firm’s processing of Personal Data on its behalf;
• authorise, where necessary, the Firm to subcontract essential ancillary services required for the provision of the services (e.g., courier services, IT maintenance), ensuring that any sub‑processors comply with equivalent confidentiality and data‑protection obligations; and
• authorise, where necessary, the processing of Personal Data outside the European Economic Area, subject to the safeguards required under the applicable legislation.

Each Party undertakes that, before disclosing any Personal Data of individuals involved in the execution or management of the services, or of other third parties, to the other Party, it shall have informed such individuals of the processing of their data and complied with all applicable legal requirements for their lawful disclosure, including information duties and valid legal basis, without the receiving Party being required to take any further action vis‑à‑vis the data subjects.

Notwithstanding the foregoing, under Article 32 of Law 10/2010, of 28 April, on the Prevention of Money Laundering and Terrorist Financing, where the engagement is not protected by professional secrecy and compliance with the reporting obligations under that Law is required, the consent of the data subject shall not be required for the processing or disclosure of their personal data, and certain GDPR rights shall not apply.

Each Party is individually and independently responsible for complying with its own obligations regarding the protection of personal data.

Data subjects may exercise their rights of access, rectification, erasure, portability, restriction, and objection by contacting the relevant Data Protection Officer.

They may also lodge any complaint or request related to their personal data with the competent Data Protection Authority.

The Client may also terminate the services at any time.

In either case, the Client shall be required to pay the fees and expenses accrued for services actually rendered up to the date of termination, including those still pending invoicing.

Amendments shall apply to Matters initiated after their publication. In the case of ongoing services, amendments shall apply only to services provided after the date of publication or communication of the changes.

For any dispute arising out of the services provided in connection with a specific Matter, the Parties expressly submit, waiving any other jurisdiction that may apply to them, to the courts and tribunals of Madrid.