1.1. The management of and responsibility for each case and Client shall correspond to a Partner, who shall keep the Client informed of how the work contracted for is progressing. The Partner in charge shall be responsible for dealing with any question that may be raised by the Client regarding the organisation and quality of the services provided.

1.2. The corresponding Service and Fee proposal shall state the Partner responsible and shall identify the specialist lawyers that will be involved in the job contracted for. If the Client so requests or it is appropriate or necessary for a better provision of the service contracted, the Partner responsible may change the assignation of the lawyers involved, provided that such modification is notified to the Client at once.


2.1. ProLAW is interested in avoiding any conflict of interest that might affect its relationship with Clients. While ProLAW has a large stable of Clients that it advises in a wide variety of different legal fields, the firm shall be entitled to represent or defend, whether judicially or extra-judicially, any firm or company other than the Client in relation to any other matter that is not related to the matter for which the Client concerned has instructed ProLAW, even in cases where this would entail our firm working against your company’s interests or those of any affiliate company, except when this would give rise to a conflict of interest in accordance with the General Statute of Spanish Attorneys-at-Law, the professional Code of European Union Attorneys, the professional Code of Spanish Attorneys-at-Law or proLAW’s own Code of Professional Ethics, or any subsequent amendments thereof.

2.2. ProLAW’s Client shall be the person, firm or company that requests its services and not their parent company or any affiliate or associate firm or company nor any director, executive, shareholder or employee thereof, unless an express agreement has been reached otherwise.


3.1. The proper provision of advice and judicial representation requires that the Client concerned furnishes the lawyer responsible with all relevant information and documents for their representation and defence as soon as such information and documentation is produced or comes to the Client’s knowledge.

3.2. Documents and correspondence concerning the Client or the matter in question may be sent and received by unencrypted e-mail via the Internet, except for such documentation or information as the Client or the lawyer responsible may classify as strictly confidential, in which case the secure procedures and methods that proLAW has available will be used.


4.1. PROLAW shall keep the documentation relating to a given matter either until it has come to an end or until, for whatever reason, our firm ceases to act for the Client concerned, without prejudice in either case to the duties of custody and filing imposed by law.

4.2. ProLAW reserves the right to destroy files and documents in relation to any case on which we have been instructed once the expiry period of 6 years has elapsed since such case came to an end.


5.1. ProLAW and its legal specialists are subject to the professional obligations binding on all attorneys and legal advisors with respect to their Clients, including the duties of discretion and confidentiality, subject to such exceptions as may be provided for by law with respect to their relationship.

5.2. The obligation binding on all attorneys and legal advisors to respect the secrecy of any confidential information that the Client may transmit to them regarding the Client or any third party within the scope of the matter upon which the firm has been instructed constitutes a basic principle of such duties. This duty of confidentiality applies only to the Client and shall not be deemed to apply to any affiliate or associate firm or company or to any of the Client’s shareholders, partners, directors, employees or relatives. The obligation is unlimited in time and applies not only to proLAW but also to the firm’s attorney / legal advisor responsible for the case and its other employees and collaborators.

5.3. The duty of confidentiality prohibits ProLAW and its legal specialists from divulging to the Client any information concerning any other Client, whether past, present or future, which may have come or may come to their knowledge in the course of their professional relationship with such other Client.

5.4. The legal advice and assistance provided by ProLAW is furnished solely for the Client in whose benefit it is supplied and shall not be used for any other matter or by any third party or by any affiliate person or company in the same corporate group other than the person or company for which such advice and assistance is specifically provided.

5.5. Unless otherwise agreed, the Client hereby authorises ProLAW to divulge the firm’s intervention in the case in question, if it has any interest of a public or juridical nature. Such permission shall not authorise proLAW to reveal any information regarding the matter in question, which shall in any event be treated as confidential. ProLAW shall be entitled to incorporate into its data-bases the documents in relation to its advice and assistance in the case, subject to maintaining in all circumstances the duty of confidentiality.


6.1. proLAW and its legal specialists undertake to provide legal advice and assistance and judicial representation with the highest level of quality and professional diligence that can reasonably be expected in the circumstances of each case. The result of any case is never guaranteed.

6.2. proLAW and its legal staff bind themselves to defend the Client’s interests as well as possible, even in opposition to the firm’s own interests or to those of any colleague or of the legal profession in general.

6.3. The lawyer responsible for the matter concerned shall act on an independent basis and shall not be held bound either to accept or to follow any instructions from the Client that may be contrary to his or her professional judgement.


7.1. Professional fees are calculated on an hourly basis in relation to the time employed by the lawyers concerned in the case, unless the fee proposal includes an express agreement to apply the tariff suggested by the corresponding College of Attorneys or some other method for calculating the applicable fees is proposed.

7.2. Each legal specialist is assigned an hourly rate in accordance with their professional category and experience. The Client has the right to be made aware of the hourly rate applicable at any time for the lawyers involved in the case. ProLAW may revise and apply the category and hourly rate of each lawyer involved at least once every calendar year.

7.3. The fee proposal will not include the corresponding amount of Value Added Tax (VAT) applicable, which must be added to the fees at the prevailing rate.

7.4. In cases of international advice and assistance, the professional fees charged shall be deemed to be due excluding any local taxes. The Client shall settle such local taxes as may be due in respect of the advice and assistance provided.

7.5. In the event of an award of judicial costs against the opposite party in litigation, such award shall not relieve the Client from their obligation to pay the fees and expenses due by them to proLAW.


8.1. External expenses arising as a result of the matter entrusted to the firm (such as travel expenses, couriers, board and lodging, translations, external collaborators, creation of data-bases or files of documents relating to the case, etc.) will be set out in detail either in the corresponding fee note or in a separate invoice.

8.2. The Client shall be responsible for hiring a court attorney [procurador de los Tribunales] and/or any arbiter, mediator, investigator or expert required to take part in the case entrusted to proLAW. Their fees or dues shall be charged separately from proLAW's fees and shall be settled directly by the Client.

8.3. Internal expenses generated by work on the matter entrusted to the firm (such as photocopies, binding of documents, faxes, telephone calls, video conferences, mail, etc.) shall be charged separately from proLAW's fees either in the corresponding fee note or in a separate invoice. In this regard, expenses arising over different periods of time subject to separate fee billing may be added together.

8.4. Any supplements or payments instructed by the Client (such as notary or registration fees, court attorney fees, judicial fees or other dues, fees incurred by investigators or advisors, the costs of notices in the press or official gazettes, taxes, etc.) in relation to a given matter may be paid by proLAW subject to prior provision of the corresponding funds. Otherwise, the provisions of Clause 8.2 above shall apply.

8.5. All expenses and supplements will (when imposed by law) be subject to VAT, for which the Client shall be responsible.


9.1. Payment of professional fees and expenses is to be made monthly within the first 25 calendar days of the month.

9.2. If requested by the Client, the lawyer responsible will explain the contents and amount of any fee note before issuing the final invoice. The Client may, at all events, make any observations and/or raise any objections with respect to the fee note or its contents or the amount due.


10.1. Fee notes must be settled in full within 30 calendar days of their issue date, unless some other form of payment has been agreed.

10.2. As provided for by law, in the event of unjustified delay or failure to pay, proLAW reserves the right to charge delay interest at the prevailing applicable rate.

10.3. Invoices and fee notes shall be paid in the currency in which they are issued, unless some other arrangement has been agreed with the Client beforehand. proLAW reserves the right to request payment of any additional cost arising as a result of conversion into the currency stated in the invoice.

10.4. The Client shall meet all bank costs and commissions related to the payment of fee notes when the Client insists on a specific method of payment.


11.1. In the event that the Client should fail to settle any invoice or fee note within the prescribed period of time, proLAW reserves the right to suspend the work entrusted to it, provided that the applicable professional rules of conduct and provisions of the law are duly complied with. Such interruption of service provision may apply in the case of any matter in respect of which our firm may have received instructions from the Client or from any of the Client's relations or directors, its parent company, affiliate or associate companies or any company in which the Client may have a shareholding, until all outstanding sums due are settled. Once more than a month has elapsed since the suspension of work, proLAW shall be entitled to renounce definitively its responsibility for the Client and proceed to seek payment of the outstanding fee note/s.

11.2. Under no circumstances shall any suspension of service provision entail any loss of the Client's rights before work is interrupted. When appropriate, the lawyer in charge of the case will notify the courts, tribunals and/or other bodies before which proceedings have been brought in relation to the case, to that effect. In any event, such notification will be given at least twenty days before any hearing or trial that has been set down is held.


12.1. Subject to settlement and payment of the corresponding sums due and outstanding, the Client may terminate their professional relationship with ProLAW without any need to give reasons for their decision.

12.2. ProLAW shall be entitled to cease acting for a Client in any circumstances in which the Client's conduct or ethical principles clash with our firm's principles or conduct, but subject to ProLAW adopting the necessary measures to protect the Client's rights and interests and to the firm's right to settle up our fees for the services provided until that time.


13.1. ProLAW may collaborate in carrying out Client audits, as required by their respective Articles of Association. Pursuant to an express request in writing, we can provide information arising from such matters as our firm may have dealt with, with respect to any liability owed by the Client as regards outstanding fee note/s or ongoing work, any claim by third parties or any obligation that may have generated a risk of being subject to a claim.


14.1. ProLAW undertakes to apply such personal data as it may have access to in the course of providing the specific juridical service that is entrusted to it solely to the provision of such service in accordance with the Client's instructions, the professional code of conduct applying to attorneys and the provisions of prevailing legislation on Data Protection. ProLAW shall not divulge such data to any third party, unless such communication is strictly necessary in order to protect the Client's interests or the Client has previously given their permission. ProLAW shall stop processing the said data as soon as the need to do so for the provision of the services contracted for has come to an end. Upon the Client's request, we shall either return or destroy those documents obtained and/or created in the course of the service provision that contain data of a personal nature. Until such elimination or return of the data, ProLAW will protect them with appropriate security measures, as provided for in the legislation on Data Protection.
In accordance with the provisions of Article 12 of Constitutional Law no. 15/1999, dated 13th December, on the Protection of Personal Data (the "LOPD"), access by proLAW to personal data held in files for which the Client is responsible is not deemed to constitute communication or divulgation of data on the part of proLAW, as such access to, and the corresponding handling of, this data is necessary for the provision of the service contracted for.
In the course of such access to data, the contents of files containing information relating to suppliers, clients, personnel and staff wages for which the Client is responsible may come to the knowledge of the person in charge of data processing. Such data will be duly recorded in the General Registry of Data Protection kept by the Spanish Data Protection Agency with the registration data specified in the Annexe relating to each Client, which is attached to each fee proposal (as appropriate).
The person responsible for the file states and guarantees that the data contained in said files and in any others to which the person in charge of handling date may have access due to provision of the agreed services have been collected in accordance with the provisions of the LOPD and that they comply with all the obligations laid down in the said constitutional law. The person responsible for the file shall therefore free and relieve the person in charge of processing from all and any liability that may arise in the event of any claim for non-compliance with the foregoing guarantees.
Once the contract for service provision has come to an end and the personal data used by ProLAW are no longer needed, we shall return the data that have been employed to provide the service contracted for by the Client, along with any files or documents in which any personal data subject to handling are recorded.

14.2. The Client's data, which shall be understood to include the names and business addresses of its relatives, partners, directors, administrators and employees in general, as furnished by the Client, may be used, even after the matter upon which this firm was instructed has been finalised, for the purposes of sending out information from time to time, or events involving publication and teaching within the scope of the professional activities carried out by ProLAW. However, at the mere request in writing of the Client, we shall cease to use the available data for sending out such information.

14.3. The rights of access, challenge, rectification and/or cancellation may be exercised by letter addressed to ProLAW Abogados y Asesores Tributarios, SLP at our registered office.


15.1. Current legislation treats all firms providing legal services as having a duty to collaborate in preventing money-laundering. In compliance with this regulation, ProLAW is subject to the strict responsibility to identify Clients, which may oblige us to request information and documentation so as to substantiate the identity of end Clients or to carry out searches in appropriate data bases. Failure to furnish any such information and/or documentation within a reasonable period of time after it has been requested may result in ProLAW refusing to accept instructions.


16.1. ProLAW may provide the Client with the name of other specialists to advise them in a particular matter or aspect of a case. Under no circumstances of any such recommendation shall ProLAW accept any liability whatsoever with respect to the conduct, reputation or ability of the recommended person or firm, nor shall we supervise or monitor the work they do.


17.1. ProLAW shall accept full liability, without limit, for such loss or prejudice suffered by the Client as may be attributable to ProLAW or its legal staff as a result of any serious negligence or fraud on our part.

17.2. In other cases, the liability of ProLAW and/or its legal staff for any harm caused shall be limited as follows:
The loss or prejudice suffered by the Client for which ProLAW and/or its legal staff will accept liability shall be that which has been caused as a direct result of an event that was either foreseen or foreseeable at the time when the corresponding Service and Fee Proposal was accepted and is attributable to proLAW or its legal staff . The amount of the compensation payable shall be equivalent to the amount of the loss and prejudice referred to in the preceding paragraph that is proved, with a maximum limit of: (I) the amount of the fees received by ProLAW for the service contracted for, if the case involved specific advice and assistance on a particular matter and such service was provided over a period of less than a year; or (II) the amount of the fees received by ProLAW for the services provided during one year, if such service provision was recurrent or continuous or lasted for more than a year.


18.1. The provisions set out in the last two paragraphs of Clause 17 above shall also apply in the event that the Client's right of action is transferred to a third party or third parties who lodge a claim in that regard against ProLAW


19.1. The right to claim compensation for loss and prejudice shall prescribe twelve (12) months after the occurrence of the event or events that caused it and for which ProLAW and/or its legal staff are liable either directly or indirectly.


20.1. Each and every member of ProLAW’s legal staff is bound by the duty to ensure compliance with these terms and conditions.

20.2. These conditions may be amended by ProLAW without the consent of any third party, but any such modification shall not have any retroactive effect.

20.3. If any of these conditions should be held to be null and void, such nullity shall not affect the rest of them, which shall continue in full force and effect.

20.4. The advice and assistance received by the Client shall be deemed to have been received subject to these terms and conditions.

20.5. These General Contract Terms shall apply to any other advice and assistance given or measures carried out in the future on behalf of the same Client, unless the provisions of Clause 20.2 above should be applicable or new terms and conditions are agreed.


21.1. These General Contract Terms shall not prevent specific terms being agreed between the Client and ProLAW in the corresponding Service and Fee Proposal. In such a case, the particular terms agreed, which shall be subject to approval by the Managing Director, shall prevail over the general terms, although the latter shall nevertheless form part of the contract between the Client and ProLAW.


22.1. Any question either directly or indirectly relating to the interpretation of or compliance with these contract terms shall be subject to the jurisdiction of the courts and tribunals of Madrid. Both parties hereby waive any other jurisdiction to which they may be entitled and submit themselves to the said jurisdiction of the courts and tribunals of Madrid.


23.1. These General Contract Terms, as drawn up in the Spanish language, shall prevail in all cases over any other version in another language.


24.1. If this proposal is accepted, ProLAW shall, in accordance with its policy of service quality and professional responsibility, remit a copy of the corresponding certificate of contractors and subcontractors issued by the Tax Department, pursuant to Article 43.1f) of General Tax Law no. 58/2003.