2. DEFINITIONS AND INTERPRETATION

2.1 For the purpose of the interpretation of the Contract, each of the following terms shall have the meaning stated immediately following it.

2.1.1. Barriers: Safeguards existing in LEIALTA and designed to facilitate the protection of each client’s interests and may include (for example): physical and operational separation of teams, as well as access controls over data, computer servers and electronic mail systems.

2.1.2. Proposal of services: Written document prepared by LEIALTA according to what was requested by Client and addressed to the latter, with a description of the professional Services to be rendered by LEIALTA.

2.1.3. Contract: The set of documents prepared by LEIALTA establishing the entirety of the terms and conditions under which LEIALTA shall render the professional Services for the Client. The Contract is a unitary whole consisting of these GCC and the Proposal of services, together with, as the case may be, any other documents or additional terms duly referred to therein or expressly agreed by the Parties.

2.1.4. Client: The person or entity requiring the Services of LEIALTA and to whom the Proposal of services is addressed.

2.1.5. Work Team: The person(s) belonging to LEIALTA who is (are) directly involved in rendering the Services for the Client.

2.1.6.  LEIALTA Personnel: Any of the partners or employees of LEIALTA.

2.1.7.  Confidential Information: All of the sensitive information which becomes known to any of the parties as a result of the signing,  or the execution of the Proposal of services, which is expressly qualified as confidential information or which should be considered confidential as it affects or refers  to the organisation, technology, projects, business, products or services of the Parties.

Without prejudice to the provisions of the relevant clause of the General Terms of Business relating to Confidential Information, the Information which may be obtained from a registry, file or public document, or which has become public, the information referred to in clause 10 or the information which has been validly provided by a third party not bound by a confidentiality undertaking, will not be considered as confidential.

Furthermore, no information shall be treated as confidential if it can be understood to directly or indirectly constitute an obligation of confidentiality for the Client in respect of any Service rendered or Product delivered by LEIALTA.

2.1.8.Deliverables: The information, advice, data or products, regardless of the format or medium containing them, which are specified in the Proposal of services as items to be delivered by LEIALTA to the Client.

2.1.9. Other Recipients: Any persons or entities other than that (or those) who is (are) identified as the “Client” in the Proposal of services, who acting as a Party to the Contract, or subsequently expressly adhering in writing to the terms thereof, are also recipients of the Deliverables.

2.1.10. Working Papers: The information, data, documents, products, drafts, tracking certificates, or other items used by LEIALTA for the preparation of the Deliverables.

2.1.11. LEIALTA: LEIALTA, S.L.P. 

2.1.12. Services: The Services object of the Proposal of services.

2.2. LEIALTA and the Client may be referred to in the clauses of the Proposal of services jointly as “Parties” and individually as a “Party.”

3. SCOPE OF OUR WORK

3.1. Our services shall consist on the work described in the Proposal of services, (hereinafter “the Services”).

3.2. Our services would be based on the information and/or documentation provided to us by the Client, and on the assumption that this information was valid, authentic, accurate and exact, and would be rendered in collaboration with any Client personnel that might be assigned to the project. In this regard, the work or products to be delivered to the Client would constitute the material expression of the services and would not imply an obligation to achieve a result or validation or corroboration of the information provided by the Client through any medium or person.

3.3. LEIALTA would own all the intellectual and industrial property rights regarding the methodology used to carry out the services, as well as any documents or information resulting therefrom, which would be prepared for the sole benefit and use of the Client (and, being the case, the Other Recipients), and may not be provided or disclosed to any third party without the prior written consent of LEIALTA.

3.4.However, the Client (and, as the case may be, the Other Recipients) may reproduce, quote or disclose the Deliverables (though never partially) internally and for the sole purpose of fulfilling the internal purposes of the Client or of the Other Recipients, as the case may be. 

3.5. The Client can only disclose the Deliverables (though never partially) to its legal counsels and/or other professional advisors for the purpose of obtaining advice in relation to the matters the object of the Services, provided that at the time of doing so the Client informs said advisors that: (i) they may not  disclose the contents of said information without the express prior written consent of LEIALTA and (ii) LEIALTA assumes no liability whatsoever vis-à-vis the advisors in connection  with the Services.

3.6. LEIALTA may supply written advice or confirm oral advice in writing or deliver a final written report or make an oral presentation on completion of the Services, depending on the terms of the Proposal of services. Any of these final products would take precedence

over draft deliverables or working papers, which under no circumstances should be relied on for any initiative or action.

3.7 The Services may include advice, opinions and recommendations. However, all of the decisions relating to the execution or implementation of these are the sole responsibility of the Client, which, at its own discretion, shall decide on the adoption and fulfilment of the same. 

3.8. LEIALTA shall not be under any obligation in any circumstances to update any deliverable or information for events occurring or legislation passed after the issuance of the final deliverable or the provision of information to the Client.

4. FEES

4.1. Our fees shall be expressed in the Proposal of services

4.2. Our fees will be billed in addition to the expenses incurred on your behalf to carry out our services, which would be duly supported, and the corresponding VAT.

4.3. The fees will be subjected to the fees structure determined in this proposal, under “Fees” appendix.

4.4. Our invoices shall be settled by the Client within 15 days of their issuance, either via a bank transfer to the account number provided on the invoice itself or by sending a cheque to our offices payable to LEIALTA, S.L.

4.5.Our estimation of fees is made on the basis that our services will be carried out under normal conditions. If circumstances led us to believe that we might have to devote a greater number of hours or incur further expense we would contact you for the purposes of modifying the terms of the Proposal of services by mutual agreement.

4.6.In case of default on the invoices issued by LEIALTA within the period established we could suspend our services until receipt of payment or terminate the Contract immediately. On signing the Contract the Client waives the right to claim any damages that might arise from this suspension of services or termination of Contract in accordance with this clause. LEIALTA may provide the deliverables and/or working papers to third parties as evidence of the services rendered.

4.7. All the Clients and/or Other Recipients identified in this Proposal of services would be jointly and severally liable for the payment of our fees, and for compliance with the other obligations assumed on their behalf by virtue thereof.

4.8. LEIALTA SLP reserves the right to cease providing information and advice to the Customer in the event that they have not made the payement for the services provided by LEIALTA SLP within two months from the invoice issue date. The same will apply in case the Client has more than two invoices pending payment.

5. DUE DILIGENCE AND PROFESSIONAL LIABILITY

5.1.LEIALTA undertakes to carry out the professional services described in the Proposal of services with due diligence and professional competence.

5.2. LEIALTA shall be liable to the Client and, where applicable, Other Recipients, in proportion to the part which could be attributed to LEIALTA, for any claim for damages suffered by the Client or Other Recipients as a direct result of LEIALTA’s non-compliance or improper fulfilment of the services, up to a maximum of TWO TIMES the fees paid by the Client and Other Recipients to LEIALTA, except in the event that a final court ruling agrees that the damages result from wilful misconduct or gross negligence by LEIALTA or LEIALTA personnel, in which case the above-mentioned limit shall not apply.

5.3.Whether the services described in the Proposal of services are recurrent or periodic, the fees for the purposes of determining the aforementioned limit will be those paid during the year in progress.

5.4. Under no circumstances shall LEIALTA or LEIALTA personnel be liable for any indirect damages, or consequent, particular or incidental expenses of any kind (including, without limitation, expenses for loss of opportunities or profits, etc.) even when they had been advised of their possible existence, nor for the results of the decisions adopted by the Client and/or the Other Recipients, nor to any third party that might have had access to the results of our services.

5.5. The stipulations included in all of the sections of this Clause 5 shall be applicable regardless of the form or the source of the claim, notwithstanding any stipulations to the contrary contained in any Contracts or arrangements of any nature. In addition, said stipulations shall be applicable in respect of any other member entities of LEIALTA International in the event that any parts of the Services are outsourced to any of those entities.

6. MAINTAINING DOCUMENTATION

6.1. LEIALTA shall conserve a copy of the documentation related to the Service for five years from the date of completing our services. Upon expiry of the five-year period, the documentation related to our services will be destroyed, unless the Client expressly requests otherwise in writing.

7. CONFIDENTIALITY OBLIGATIONS

7.1.The term confidential information shall be understood to refer to all of the sensitive information which becomes known to any of the parties as a result of the signing or execution of the Contract, which is expressly qualified as confidential information or which might be considered as such as it affects or refers to the organisation, technology, projects, businesses, products or services of the parties.

7.2. Both parties undertake, in absence of the prior written consent of the other party, not to divulge or disclose to any third party any of the confidential information obtained under the terms of the Contract, unless:

7.2.1.It is or becomes accessible to the general public as a result of the owner of such information making it public;

7.2.2.It was previously known to the parties, without any restriction in respect of its disclosure at the moment of its receipt;

7.2.3.It can be obtained from a public file or register;

7.2.4. It is information of the kind described in section 10 below;

7.2.5. It is independently developed by one of the parties without any breach of the Contract.

7.2.6.It is required by judicial authority or a competent administrative body.

7.3. The parties undertake not to disclose the confidential information, except: (i) to those LEIALTA´s partners, employees or collaborators that require it to render the services, and to other LEIALTA personnel that need it to carry out other work for the Client or to perform technical quality control or support tasks; (ii) in the case of non-payment of fees, as evidence of the services carried out.

7.4. At the written request of the Client, LEIALTA will return the documentation containing confidential information. However, LEIALTA could maintain the copies required to comply with applicable professional standards or internal policies and, in all cases, those required as evidence of the services rendered.

7.5. The LEIALTA Personnel may aggregate Client information with information from other sources in connection with thought leadership projects, to improve the delivery of services to clients and to allow clients to evaluate various business transactions and opportunities. The LEIALTA Personnel will only use this information without attribution to Client and under circumstances where Client will not be identified as the source of the information.

7.6.LEIALTA may also use Client information and information relating to the services rendered under the Proposal of services for the purpose of permitting the LEIALTA Personnel to access and share knowledge and information solely among the LEIALTA Personnel. The LEIALTA Personnel receiving this information will be obligated to comply with confidentiality obligations with respect to such information in accordance with this Paragraph 7.”

8. PERSONAL DATA PROTECTION

8.1. In the event that as a result of the provision of the services established in the Proposal of services, LEIALTA were to gain access to the personal data contained in the file(s) of the Client or of a third party (the File), LEIALTA would expressly undertake to:

8.2. Treat any data contained in the File in accordance with the terms of the Contract, the instructions provided by the Client, and the Spanish Data Protection Act. LEIALTA would not use or apply the data for any other purpose than that set out in the Contract.

8.3. To maintain the confidentiality of any data contained in the File to which we might have access in performing the services regulated by the Contract.

8.4. To adopt the necessary security measures to protect the Client’s data in compliance with Spanish Data Protection law, taking into account the technology used, the data contained in the File, and the risks to which these data might be exposed.

8.5. Upon termination of the contract, LEIALTA have had access to the information contained in the File as a result of the services rendered must destroy these data or return it to the Client, as instructed, together with any documents provided by the Client that contain personal data, with the exception of the information that must be retained by LEIALTA as a result or in support of the professional services rendered or due to legal undertakings.

8.6. Interested parties may exercise their right to access this information in order to rectify, cancel or oppose their data included therein by contacting LEIALTA S.L. by e-mail to info@leialta.com or by writing addressed to LEIALTA’s Legal Counsel, at Calle Zurbano, 45 28019 Madrid, Spain.

9.1. LEIALTA is required to comply at all times with prevailing anti money laundering legislation. In respect of this legislation LEIALTA is required to identify (and verify the identity of its clients and its clients’ representatives, as well as the powers of these representatives, and the Client is therefore obliged to provide LEIALTA with all the information necessary to enable our compliance with this obligation.

9.2. LEIALTA is committed to preventing and eradicating corruption, and for this reason the offer by the Client and/or Other Recipients to LEIALTA, LEIALTA personnel and/or third parties (or the mere suspicion of such an offer) of gifts, remuneration, benefits or advantages, when this conduct could be considered criminal, would be considered as grounds for the immediate termination of the contract.

10. PREVENTION OF MONEY LAUNDERING

11. MARKETING INITIATIVES

11.1. For the purposes of marketing or advertising, or in offering our services, unless expressly prohibited from doing so by the Client in writing, LEIALTA may mention the services rendered to the Client, with a generic reference to the nature thereof, as well as other, public information.

12.OUTSOURCING

12.1. Unless expressly refused by the Client, LEIALTA shall have the right to use the Services or supplies of third parties to assist it in the delivering of the Services. Where LEIALTA uses the Services or supplies of third parties under this Clause, LEIALTA shall be solely responsible to the Client for these Services.

13. EARLY TERMINATION

13.1. Either of the parties can terminate or suspend the Contract, without stating any due cause, by giving 30 days prior notice in writing to the other.

13.2. No party shall be deemed to not have fulfilled its obligations nor will it be responsible to the other party if the terms of the Contract could not be met due to circumstances which are beyond the control of the party in question, including situations where rendering the services would constitute a conflict of interest.  In the event of any such occurrence, the party affected shall be obliged as soon as reasonably practicable to notify the other party, who shall have the option of suspending or terminating the Contract by giving immediate notice upon being made aware of such circumstances.

13.3. If the contract is terminated or suspended prior to completion of the services, LEIALTA shall be entitled to payment of the expenses incurred to that date and to payment of fees for work done, along with corresponding taxes. 

13.4. Any agreement which would remain applicable after the services have been completed shall remain in force after the termination or cancellation of the Contract.

13.5. If the services provided by LEIALTA were recurrent, and an information exchange / transfer were needed between LEIALTA and the new provider chosen by the client, the payment of an additional monthly fee will be required, to meet the expenses derivative from the work dedicated to this end.

14. COMMUNICATIONS

14.1. The notices and communications made by one party to the other in relation to the services shall be sent to the addresses that appear in the Proposal of services, or to the alternative addresses duly notified. By signing the Contract the Client gives its consent to the

usage of electronic mail as the means of correspondence with LEIALTA. Should the Client not agree to receive correspondence by such means, the Client shall be required to expressly state this decision in writing. The Client’s consent to communicate with LEIALTA via electronic mail shall imply the assuming of the risks inherent to the security and confidentiality of this form of communication and both parties undertake to maintain adequate and reasonable security measures at all times based on the technology used.

15. LEGISLATION AND JURISDICTION

15.1.The Contract and all dealings between the parties shall be governed by Spanish law.

15.2. Any matters concerning compliance with the Contract or the execution and/or interpretation thereof shall be expressly subject to the courts of the city of Madrid and the parties shall explicitly renounce their own jurisdictions.