General terms and conditions

In addition to those specific terms, there are other matters that apply to all engagement letters, regardless of the matter or the client. These are known as the “general terms and conditions”.

In this section, we explain what those general terms and conditions are. 

They are a bit lengthy, but it is very important to read and understand them. Let’s begin:

1.1 TALENTO ABOGADOS, S.L.P. (or “Talento”, or the “Firm”) shall provide the services set out in the Service Proposal with the professional diligence required in accordance with the applicable professional standards. 

The Service Proposal shall remain valid for thirty days from the date of issue. If this period elapses without acceptance by the Client, a new proposal must be issued or its renewal agreed in writing in advance. 

Upon acceptance and signing of the Service Proposal by the Client, it shall have the legal nature of a Services Agreement, to which these General Terms and Conditions shall apply. 

1.2 Talento shall provide the services as an independent contractor, maintaining the employment and hierarchical relationship with all professionals involved in carrying out the work, and shall at all times be responsible for their supervision and remuneration. Under no circumstances shall it be considered an employee, agent, partner or collaborator of the Client.

1.3 Talento shall be solely responsible to the Client for the provision of its services and for compliance with the obligations arising from the contract. 

1.4 In matters where the involvement of third parties is required, such as translators, experts, notaries, court agents, auditors, etc., Talento is authorised to appoint individuals with whom it regularly collaborates, with the Client bearing the cost of such services. 

1.5 Talento shall not be liable for any business decisions taken by the Client which go beyond strictly legal matters, even where such decisions are based on the legal advice provided.

2.1 Any advice, information or documentation provided by Talento to the Client in connection with the services rendered shall be for the Client’s internal use only. The services typically provided to the Client relate to specific engagements or projects, or to ongoing advisory services on a retainer basis in any of the Firm’s areas of expertise. 

2.2 The Client shall refrain from disclosing, outside its internal sphere, the content of the reports or work carried out by the Firm, except: (i) to lawyers appointed by the Client; (ii) where required in compliance with a legal obligation; or (iii) to any other person with Talento’s consent. 

2.3 Any documentation, reports, notes or legal work related to the services shall not be considered final until the definitive documents have been issued. Talento shall have no obligation to update any report or final document based on events or circumstances arising after it has been delivered to the Client.

3.1 The Client shall appoint a qualified person to supervise the services and shall be responsible for all management decisions taken in connection with the services. 

3.2 The Client shall promptly provide Talento with all information, documentation, resources and assistance required for the provision of the services. 

3.3 All information provided by the Client or by third parties on its behalf (“Representatives”) shall be deemed complete in all respects. The provision of such information by the Client shall not infringe any confidentiality, copyright or intellectual property rights, or any other rights of third parties. 

3.4 Talento shall base its work on the information and documentation provided by the Client or its Representatives and, unless expressly agreed otherwise, shall have no obligation to verify its accuracy.

4.1 Talento cannot guarantee the professional success of the actions it undertakes on behalf of the Client, particularly in matters relating to litigation, as the outcome does not depend solely on the professionals providing the services but also on other third parties who may influence it. The services provided by Talento shall be considered an obligation of means and not of result. 

4.2 Talento shall not be liable to the Client for financial losses arising from indirect damages resulting from the services provided. Talento’s total and aggregate liability to the Client and/or third-party beneficiaries of the services, for losses or damages of any kind related to the services rendered, shall be limited to the amount of professional fees received by the Firm, except where: (i) the Client proves wilful misconduct or gross negligence by the Firm; and (ii) the services have been provided in breach of the law or applicable professional regulations. 

4.3 The Client shall not hold Talento, its partners, lawyers or employees liable for any acts or omissions of third-party professionals involved in the provision of the services, except as provided in this section.

5.1 All intellectual and industrial property rights arising from any materials, documents, reports, written submissions and/or any other items related to the services provided shall belong to Talento.

6.1 Neither party may disclose to third parties the content of this contract or any information provided by the other party or on its behalf, which shall be treated as confidential (unless it becomes public knowledge, or where disclosure is required by law or in the context of judicial or administrative proceedings). 

6.2 Each party shall at all times be required to provide the other with any information necessary for the proper performance of the entrusted tasks, and the confidential nature of such information shall not prevent the provision of the services. 

6.3 Talento guarantees to the Client that the Firm and the professionals involved in handling the Client’s information shall be bound by the appropriate duty of professional secrecy, acting at all times with the discretion required by the services provided. 

6.4 The Client authorises Talento to use the Client’s name for its commercial activities, as well as a reference to the services provided.

7.1 In compliance with Personal Data Protection regulations and, in particular, with 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 with Organic Law 3/2018 of 5 December on Personal Data Protection and the guarantee of digital rights (LOPDGDD), Talento Abogados SLP, with tax ID number B42767376 and registered office at Calle Linaje, No. 4, 6th Floor, Door B-2, Postcode 29001 (Málaga), informs the Client that their personal data and the data of contact persons related to the provision of the services shall be processed for the purpose of carrying out the necessary management for the provision of Talento’s services and for any relevant purposes, including billing, collection management, accounting and economic-administrative management. The legal basis for processing is, in general terms, the performance of the Services Agreement entered into (Article 6.1(b) GDPR), the legitimate interest of the controller (Article 6.1(f) GDPR) and, where applicable, the data subject’s consent (Article 6.1(a) GDPR), when expressly required. 

The Client’s data shall be processed for the duration of the contractual relationship and for as long as necessary for the purpose that justifies such processing. 

Furthermore, they may be retained for the period necessary in accordance with the regulations governing the legal profession and law firms, as well as anti-money laundering regulations where applicable, under the terms of Article 32 of the LOPDGDD. 

In any event, the Client may exercise, at any time, the rights of access, rectification, erasure, restriction of processing, data portability and objection by sending a written communication to the email address hola@talentoabogados.com, attaching a copy of their national identity document or equivalent identification document. 

If the Client considers that their rights have not been properly addressed, they may lodge a complaint with the competent supervisory authority, in this case, the Spanish Data Protection Agency (AEPD). 

Once the provision of services has ended, the personal data processed by Talento shall be destroyed or returned, at the Client’s choice, along with any medium or document containing personal data subject to processing, unless retention of the personal data is required under applicable law. 

Talento, in its capacity as data processor, shall reasonably assist and support the Client in complying with its legal obligations in data protection matters and, in this regard, undertakes to: 

• Assist the controller in ensuring compliance with the obligations set out in Articles 32 to 36 of the GDPR, taking into account the nature of the processing and the information available to the processor in the context of the provision of the services. 
• Assist the controller in fulfilling its obligation to respond to requests aimed at exercising the rights of data subjects established by law (access, rectification, erasure, restriction of processing, data portability, objection, and not to be subject to automated individual decision-making, including profiling). Talento shall not be responsible for handling such requests on behalf of the Client, but shall limit itself to providing assistance in its capacity as data processor, without in any case being considered as providing specialised legal advice on the matter. 
• Notify the controller without undue delay of any personal data breaches of which it becomes aware, where such breach affects personal data processed on behalf of the Client. This is intended as a mechanism of support and assistance to enable the controller to comply with its legal obligations under Articles 33 and 34 of the GDPR, and shall not in any case be considered as specialised legal advice on the matter. 

Talento shall only be liable for damages caused by processing where it has failed to comply with its obligations under the GDPR, or has acted outside or contrary to the lawful instructions of the controller. In any case, the data processor shall be exempt from liability if it proves that it is in no way responsible for the event that caused the damage. 

For its part, the Client undertakes to: 

• Allow Talento access to the relevant personal data and information for the proper provision of the services referred to in the Agreement. 
• Comply with all obligations applicable under current data protection regulations. 
• Provide Talento with documented instructions regarding the processing of personal data carried out within the framework of the processing performed as a processor on behalf of the Client.

8.1 The Client shall pay the professional fees and specific expenses arising from the services provided by Talento, as set out in the applicable Service Proposal. The Client shall also reimburse the Firm for any expenses incurred in the provision of such services. The fees quoted by Talento do not include taxes or similar charges arising in connection with the provision of the services, which shall be borne by the Client. 

8.2 The Client shall make payment within seven (7) calendar days from the date of issue of the invoices, unless a different payment period is specified in the Service Proposal. Payment shall be made by bank transfer or cash deposit into the Firm’s bank account indicated on the invoice sent to the Client by email or, failing that, by post. 

8.3 Where the Firm provides recurring services billed on a retainer or hourly bundle basis, Talento shall issue the corresponding invoice on the first working day of each month for the services to be provided. 

8.4 Where the Client has instructed Talento to act as legal counsel in judicial proceedings and the Client is awarded legal costs, and the Firm has not agreed or received its professional fees or, where applicable, the requested retainers, Talento may retain such awarded costs until the outstanding fees arising from the provision of the services have been covered. 

8.5 Talento may charge additional fees: (i) where events beyond its control occur (including actions or omissions by the Client) that affect the provision of the services in the manner and timeframe initially agreed; (ii) travel expenses (€0.30/km) and subsistence allowances where the service is carried out outside Talento’s offices; or (iii) where the Client requests additional services from the Firm. In the latter case, Talento may send the Client a brief description of the professional engagement together with an estimate of its fees and any other conditions it deems necessary, by electronic means, without the need to sign an additional Service Proposal. 

8.6 In the event of non-payment, interest on the outstanding amount shall accrue from the date payment was due, calculated in accordance with Law 3/2004 of 29 December on combating late payment in commercial transactions. If the Firm issues a payment demand following the issuance and delivery of the invoice, the Client shall bear the recovery costs, which shall not be less than 5% of the debt. 

8.7 Talento may request that the Client make a deposit to cover expenses, including but not limited to fees, taxes, disbursements and registry extracts.

9.1 The contract shall terminate upon completion of the services covered by the Service Proposal or, where applicable, those agreed with the Client. For recurring services, the duration shall be as set out in the Service Proposal. Either party may terminate the contract early by giving at least 60 days’ notice to the other party. In the absence of notice, and in the case of recurring services, the contract shall be automatically renewed for successive annual periods. 

9.2 Two or more repeated delays in the payment of invoices (arising from recurring or specific services) shall entitle the Firm to terminate the contract early and to claim payment of the agreed fees in accordance with clause 8.6. Likewise, failure to pay any expense shall entitle the Firm to terminate the contract early. 

9.3 In the case referred to in section 9.3 concerning the provision of recurring services, the Firm shall send the Client a proposal including a list of ongoing matters and litigation. In the absence of the Client’s express acceptance within the period indicated in the proposal, Talento shall be entitled to notify Courts, Tribunals, other parties and their legal representatives that it is no longer responsible for handling such matters. Talento shall continue to manage them until the period indicated in the proposal has elapsed.

10.1 In compliance with current regulations on Anti-Money Laundering and Counter-Terrorist Financing, the Firm informs the Client that, as an obliged entity under Law 10/2010 of 28 April, it may request from the Client, who undertakes to provide, where applicable, all information required for due diligence in the business relationship, in accordance with the internal control measures adopted by Talento. The Client is informed of the Firm’s obligation to disclose client data to the competent authorities where required to do so, or in strict compliance with the applicable regulations in this area.

11.1 The Service Proposal, these General Terms and Conditions and any non-contractual obligations arising from them shall be governed by Spanish law. 

11.2 Any dispute relating to the contract shall be subject to the exclusive jurisdiction of the Courts and Tribunals of the capital city in which the office from which most of the services were provided is located.