General conditions

General Contract Conditions – 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, the provisions of the corresponding service proposal that S&E customer subscribes (the Client and the Proposal) above provisions in these general conditions of contract (the General conditions) will prevail.

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

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

In case of participation of other external advisers unrelated to this (the External professionals) and unless expressly agreed otherwise: (i) la intervención de S&E in the subject matter will be limited to tasks of coordination and contact with the External Professionals; (ii) the relationship of service will be established directly between the client and each of the External Professionals; (iii) S&E fees shall be independent of the own Professionals External; and (iv) S&E does not assume any responsibility for the advice provided to the Customer by Professionals External.

3. Services

The provision of services by S&E is solely for the benefit of the Client and cannot be used for any other matter or by third parties, natural or legal persons other than those for whom the advice is specifically provided.

Unless expressly stated otherwise, the Client authorizes S&E to make known its intervention in the matter. In no way should the above be interpreted as authorization for S&E to reveal information related to the matter which, in any case, will be absolutely confidential.

S&E has no obligation to begin the provision of any service until it receives to its satisfaction a signed copy of the Proposal and payment of the fees linked to the acceptance of the Proposal under the agreed terms.

4. 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 value added tax (or similar tax as applicable) nor travel expenses, accommodation, maintenance, telecommunications, Messenger service, translations o 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 (the customer may ask for these at any time). The latter may be invoiced at any time and their payment will be required by the Client.

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

In the event of non-payment of an invoice, S&E is expressly authorized, with prior written notice and in accordance with the applicable professional and ethical regulations, to suspend the provision of any service to the Client, without the Client being able to raise any claim for said suspension or for the damages that may arise from it.

Until payment of outstanding fees is made, S&E reserves the right to retain the Client’s documents and any other pending deliverables.

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

5. S&E Responsibility

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 be liable to the Client for any damages that may have been incurred due to causes attributable to S&E or its professionals or employees as a result of fraud or serious negligence on the part of any of them. Outside of such cases, the responsibility of S&E will have the scope determined where appropriate in the respective Proposal. Under no circumstance will S&E be responsible for damages derived from, or caused, in whole or in part, as a consequence of falsehood, concealment or any other conduct of the Client that was intentional or negligent, or not carried out in accordance with the principles of good faith, or of failures that occur due to causes beyond its reasonable control.

S&E’s liability will be limited to direct damages (excluding, therefore, loss of profits, loss of business or reputational damage) actually caused to the Client.

The liability of S&E towards the Client in relation to the Services is conditioned on the Client submitting a claim in writing, determining in sufficient detail the nature of the claim and the amount claimed, within a period not exceeding three (3) years from the completion of the provision of the Services, except in cases of fraud in which the legally established limitation period will apply.

The eventual liability of S&E will take place solely towards the Client. S&E will not be responsible 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 intended destination, unless said use has been expressly authorized by S&E, in which case the responsibility of S&E will comply with the conditions agreed for this purpose.

The Client agrees not to instigate a third party to sue other S&E professionals or employees in connection with the Services.

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

6. Client responsibility

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

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

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

7. Modifications

S&E may amend these General Conditions, anytime, The modifications being 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 delivery of services.
2. In the case of non-recurring services, the applicable General Conditions will be those referenced in the Proposal. However, subsequent modifications to such General Conditions may be applicable as long as they have been communicated to the Client and a period of 21 calendar days has elapsed since they were communicated to the Client without any written opposition from the Client within said period. For clarification purposes, it will be understood that the Client accepts the changes if during said period he/she does not raise any objection to them in writing.
3. Data Protection

In compliance with current regulations, S&E incorporates a file owned by the customer data and the signatory (the Client data).

Unless otherwise stated in the Proposal, S&E may seek, use, transfer, store or otherwise treat form Customer information relating to identified or identifiable individuals (the Personal information).

The aim of the treatment of Customer Data and, where appropriate, of Personal Data is of the maintenance, developmentment, control and enforcement of the professional relationship with the client.

In the processing of such data, S&E is obligated to:

• adopt appropriate technical and organizational measures to protect Personal Data. Unless the client specifies otherwise and justifies this, S&E will take corresponding measures to apply the level of basic security; and
• in the case of Personal Data, destroy or return to the Client Personal Data tho which S&E has had access.

Both you and the person to whom the personal data refer may at any time exercise their rights of access, rectification, cancellation and opposition by sending an email to the address: info@sandepartners.com. or by sending a postal communication to the following address: calle Muntaner, 479, 3.º 3.ª – 08021 Barcelona. It must be accompanied by a photocopy of the DNI of the owner of Personal Data.

The Client is informed and expressly authorizes S&E to allow access of Client 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 by S&E for all Services.

9. Communication and documentation

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

S&E is not liable for damages caused by the interception or access to mails by unauthorized persons, nor for any damages resulting from virus, computer or network failures.

In the case that the Client considers that a particular communication or documentation requires secure communication services, this will be indicated to S&E so that, jointly, the necessary measures can be adopted to guarantee safety.

Without prejudice to the provisions of the proposal and the General Conditions, S&E has the right to retain on file documentation and materials obtained during the provision of services. After one year, S&E reserves the right to destroy such files and documents.

10. Normative compliance

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

The refusal or unjustified delay of more than one month in sending said information is grounds for S&E to terminate the provision of services and maintain the right to collection of all amounts already invoiced.

11. Law and Jurisdiction

The General Conditions are governed by Spanish law

To the extent permitted by 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 Courts of the city of Barcelona.