1. SCOPE OF THE GENERAL CONDITIONS. –
1.1. These General Conditions constitute the basic framework regulating the relations established between IVC Outsourcing CVI, S.L.U. (hereinafter “IVC”) and its clients, and together with the specific conditions agreed in each case constitute the
Service Provision Contract
between IVC and each client, and these and those (specific conditions and general conditions) must be applied and interpreted jointly and systematically.
2. PROFESSIONAL RELATIONSHIP. –
2.1. The provision of the contracted services corresponds to IVC, which is exclusively considered a party to this agreement, without the professionals who intervene in the performance of the agreed work having this status, even when the client establishes the relationship with IVC in relation to the intervention of one or some specific professionals.7
3. GENERAL SCOPE OF IVC’S PROFESSIONAL SERVICES. –
3.1. The services will be provided for the exclusive benefit of the client.
3.2. IVC only advises on Spanish Law and European Union Law. Any mention of foreign legal systems cannot be considered as a legal opinion provided by IVC. Without prejudice to this, clients are offered the possibility of accessing the opinion and services of professionals and law firms operating in other jurisdictions, known to IVC or with which it has collaboration agreements.
Unless expressly agreed to the contrary, the provision of services by companies or professional firms from other jurisdictions in favour of the client will be subject to the conditions established by them, and the financial and other obligations arising from them will be exclusive responsibility of the client and cannot in any way be considered to e included in the conditions agreed with IVC.
3.3. The client may withdraw from this agreement at any time by giving notice in writing or by e-mail three months prior to the date on which the end of the contracted service provision relationship is to take effect.
4. FEES AND EXPENSES. –
4.1. The economic consideration for the professional services contracted will be invoiced as fees, compensating IVC for all the direct and indirect general costs incurred in the provision of the services and including the corresponding margin in said consideration.
4.2. The expenses incurred in the execution of the client’s orders will be passed on to the client and the client will be obliged to reimburse IVC for that purpose.
Within this category of expenses, IVC will provide justification for those that consist of taxes, fees, fees of other professionals, notary or registry fees, translations, expert opinions, costs of issuing certificates, couriers, etc.
4.3. When so is specified in the particular conditions, the fees for the professional services contracted will be calculated on the professionals involved in providing the services contracted will be calculated on the basis of the time spent by each of the professionals involved in providing he services and the rate established by IVC, which varies according to the category in which each professional falls.
IVC, based on its experience, may provide the client an indicative calculation, considering the team that is expected to be involved in carrying out the work and the time that it estimates that each of the professionals involved will have to dedicate to the work.
IVC keeps a detailed record of the tasks carried out by the professionals, quantifying the value of the same according to the rates indicated in the particular conditions, with this information being available to the clients in relation to the work commissioned by them.
Criteria other than the strictly hourly rates may be used when so agreed, with closed budgets being agreed, budgets established totally or partially on a success basis, contemplating additional premiums linked to the achievement of specific objectives, budgets with subsidized, increased, or flat rates. In any case, the particular conditions of the proposals shall detail the modality that corresponds in each case.
In the case of services of continuous provision, the consideration for which is established as a fixed amount, linear accrual and periodic invoicing (equal instalments), this amount will remain unalterable for a period of one year, unless the duration of the service is less.
However, if after six months it is found that the amount established differs significantly from the result of taking the hours worked by the professionals involved in carrying out the tasks according to their rates, this circumstance shall be communicated to the client, proposing an upward or downward adjustment in the amount of the periodic equalization, unless, from the present circumstances, it is reasonable to foresee that the difference produced will be adjusted in the following six months.
4.4. Agreements relating to continuous services shall be automatically renewed on their expiry without the need for communication of this circumstance between the parties.
4.5. At the beginning of the calendar year, the amount of the consideration for these continuous services shall be updated by the variation experienced by the general consumer price index in the previous calendar year, published by the National Statistics Institute. This adjustment shall not be made for contracts signed after 30 June of the previous year.
4.6. The specific conditions of the proposals will establish the agreed method for determining the fees and the estimated time period for the execution of the service, unless the service is of a continuous nature.
5. PROVISION OF FUNDS. –
5.1. IVC may request a provision of funds prior to the commencement of the service. This provision of funds will be applied to the payment fees. The provision of funds will be calculated as a percentage of the estimated or agreed fee amount in the proposal. The percentage shall be as set out in the particular conditions of the proposal.
6. BILLING. –
6.1. Provisions of funds, if any, required shall be invoiced upon acceptance of the proposals by the clients.
6.2. Fees shall be invoiced on a monthly basis from the time the contracted service begins. Exceptionally, periodic invoicing periods other than monthly may be established.
Monthly invoicing may also be replaced by milestone invoicing, in accordance with what is established in the particular conditions.
Monthly invoicing (or with a different periodicity) shall not apply in respect of those fees in which the agreed modality implies an accrual other than periodic, for example, cases in which a success clause has been established.
6.3. Value Added Tax shall be charged on the amounts invoiced, in the terms that are compulsory according to the Law at any given time.
6.4. The amount to be invoiced monthly (or in a period other than a month) shall be the result of dividing the amount of the fees estimated in the proposal, minus the provision of funds paid, by the estimated period in months (or in a period different than a month) for the execution of the service.
In cases where the budget is modified, the periodic amount to be invoiced shall also be modified.
7. PAYMENTS AND LATE PAYMENTS. –
7.1. Invoices for the provision of funds must be paid on receipt. IVC reserves the right not to commence the provision of the service as long as the invoices have not been paid.
7.2. All other payments for invoices issued by the IVC must be paid by bank within 30 days of the invoice being issued and must be paid by direct debit to the client’s bank account.
7.3. Exceptionally, for services provided immediately, means of payment other than direct debit, such as nominative cheque, bank transfer or confirming, may be accepted.
7.4. The amounts invoiced by IVC that are not paid within the maximum term established in the present stipulation will accrue interest from the day following this date, in the terms established in articles 5 and following of Law 3/2004, which establishes measures to combat late payment in commercial operations, of 29th December.
7.5. If it is necessary to request payment subsequent to the invoice due to non-payment, the collection costs must also be paid, which in no case will be less than 5% of the amount of the invoice.
7.6. If an invoice is not paid on time, IVC will be entitled to suspend all services after prior notification to the client, and the client will be solely responsible for any damages that may arise as a result of such suspension, without the client being able to reclaim the same against IVC.
8. LIABILITY. –
8.1. The liability of IVC, its directors, lawyers and employees involved in the provision of the service is limited to a maximum of the amount of the professional fees paid by the same client during the twelve months immediately prior to the claim, unless fraudulent intent is proven. In any case, the client agrees to limit the liability claim exclusively to cases of willful intent and gross professional negligence.
8.2. The client waives direct liability claims against the partners, directors, lawyers and employees of IVC, and limits his claims to IVC.
8.3. IVC assumes no obligation to verify the sufficiency and authenticity of the information provided by the client.
8.4. Any liability claims against IVC, its partners, administrators, lawyers and employees, whatever its nature, must be submitted within one year of the occurrence of the event giving rise to the claim, it being understood that the client renounces the liability action in the event of failure to do so.
8.5. IVC, its partners, administrators, lawyers and employees cannot be held responsible for any acts or omissions of third parties even if they were external collaborators of IVC (other firms or other independent professionals, among others) or had intervened at the request of IVC, but with the knowledge of the client, without prejudice to the direct actions that the client could exercise against them.
8.6. This clause may also be invoked by the partners, administrators, lawyers and employees of IVC, as well as by the insurance company.
8.7. IVC has taken out civil liability insurance that covers, with certain limitations, the risk of damage or harm caused to the client as a result of deficient professional performance.
9. COMPLIANCE WITH LAW 10/2010. MONEY LAUNDERING. –
9.1 IVC is subject to Law 10/2010 and other regulations on the prevention of money laundering, and therefore, in accordance with the provisions of the aforementioned provisions, shall request, prior to the acceptance of any professional assignment, that it be provided with a copy of the following documentation in the event that it has not already been provided previously:
In the case of a legal entity:
Documentation accrediting its name, legal form, registered office, corporate purpose and tax identification number (updated statutes or registry information note).
Appointment of the administrative body, delegation of powers or powers of attorney of the persons acting on behalf of the client.
National Identity Card and/or passport of the Administrators or Agents referred to in the previous point.
Certificate of beneficial ownership and/or private declaration stating who are the natural persons who hold the beneficial ownership of the company or indicating that no natural person holds the beneficial ownership.
And in the case of natural persons:
National Identity Card, passport or valid identification document that incorporates a photograph.
Tax Identification Number (NIF) or NIE in the case of foreigners. Powers of attorney of the persons acting on their behalf, if applicable.
9.2. By signing these general terms and conditions, the Client declares:
That the identification documents provided to IVC for compliance with the regulations on the prevention of money laundering are in force as of today.
That the origin of the funds used for the payment of IVC’s fees under this proposal as well as, if applicable, for the transaction described in this proposal is legitimate.
9.3. Payment of the fees to IVC will be made from an account in the client’s name opened with a credit institution domiciled in the European Union or equivalent third countries in accordance with the regulations on the prevention of money laundering currently in force.
9.4. In compliance with the provisions of Law 10/2010, IVC may refrain from providing the services foreseen in this proposal until it has in its possession the documentation requested. Similarly, it may refrain from providing the services (or, where appropriate, discontinue such provision) in the event that, from the same, or from events subsequently detected in the course of the advice (even if they refer to circumstances or events prior to the start of the advice), it becomes apparent that the level of risk of the client or of the transaction is not compatible with the said Law or with the internal regulations adopted by IVC in compliance with its legal obligations regarding the prevention of money laundering and the financing of terrorism, without this in any case being considered a breach of contract on the part of IVC.
10. CONFIDENTIALITY AND PUBLICITY. –
10.1. IVC will respect the confidentiality of the work it carries out for its clients.
10.2. IVC may mention the name of its clients and the area, sector or specialty in which it advises them in presentations it makes to third parties, in order to accredit its experience in these sectors and specialties, unless expressly prohibited.
10.3. In addition, IVC may mention the names of its clients, the types of matters in which it works or has worked for them and their amounts in the information it provides to specialized publications and entities that carry out rankings of law firms and lawyers, when the following two circumstances are met:
- a) That no personal data is involved, and
- b) The client has expressly authorized it, or the information has already been published in the media and the client has not prohibited it.
11. PROTECTION OF DATA PROVIDED BY THE CLIENT. –
In order to provide the services, IVC ─as data processor and acting for and on behalf of the Client─ may require access to personal data for which the Client is responsible (the “Personal Data”).
Access to and processing of the Personal Data by IVC shall be carried out in compliance with the provisions of the Spanish personal data protection regulations in force from time to time and the European Data Protection Regulation 2016/679 of 27 April (the “GDPR”).
In accordance with the aforementioned data protection regulations, IVC undertakes to:
(i) Process the Personal Data in accordance with the instructions documented in this condition and those, if any, that it receives from the Client in writing at any given time. IVC will not use the Personal Data for any purpose other than the provision of the services, except for compliance with legal and ethical obligations arising from its activity, in respect of which it will act as data controller (e.g., prevention of money laundering).
(ii) To process the Personal Data in accordance with the security criteria and content provided for in the Spanish personal data protection regulations (in force at the time) and in Article 32 of the GDPR, as well as to observe and adopt the necessary or appropriate technical and organizational security measures to ensure the confidentiality, secrecy, and integrity of the Personal Data to which it has access. The specific technical and organizational security measures applicable to the Assignment are determined based on the Assignment and the Client.
(iii) Not to communicate or transfer the Personal Data to third parties, not even for storage purposes, except in the cases authorized by law or in the cases in which the Client authorizes IVC to communicate or transfer the Personal Data to a third party.
(iv) Destroy the Personal Data once the provision of the services has been completed. As an exception, a copy of the Personal Data may be kept and made available to the authorities, in compliance with legal obligations and as permitted by the ethical rules applicable to IVC (for the purposes of Article 25 of Law 10/2010 of 28 April 2010 on the prevention of money laundering and the financing of terrorism (the “Law 10/2010”), and in accordance with the provisions of Article 12. A.10 of the Code of Ethics of the Spanish Legal Profession) or in order to be able to face or respond to any liability that may arise from the services provided.
(v) To assist the Client in ensuring compliance with the obligations established in articles 32 to 36 of the RGPD. In particular, to notify the Client by the agreed means of notification of security breaches of Personal Data that may be communicated in accordance with Articles 33 and 34 of the GDPR.
(vi) In the event that IVC is entrusted with managing any type of request for the exercise of data subjects’ rights, assist the Client in complying with and responding to requests from data subjects regarding their rights of access, rectification, erasure, data portability, limitation of processing, not to be subject to automated individualized decisions and objection.
(vii) Keep a record of the categories of processing activities carried out on behalf of the Client in accordance with the provisions of Article 30.2 of the GDPR.
(viii) Make available to the Client the information necessary to demonstrate IVC’s compliance with the obligations set out in this condition. The Client shall be subject to strict duties of confidentiality with respect to the IVC information to which it has access.
For its part, the Client, as data controller:
(i) Authorizes IVC to subcontract with third parties’ services that are complementary and necessary to provide the services, such as messaging services or technological services for the management and maintenance of systems. IVC will enter into a written contract with the sub-contractors with terms no less restrictive than those provided for in this clause.
(ii) Acknowledges IVC’s status as a global firm and authorizes IVC, if necessary to provide the services, to process the Personal Data outside the European Economic Area in compliance with the safeguards required by applicable law.
(iii) Will comply with the following obligations: (a) provide IVC with access to the Personal Data necessary for the provision of the services; and (b) monitor the processing.
Each party will be individually and independently responsible for complying with its respective obligations regarding the protection of Personal Data.
12. INFORMATION ON THE PROCESSING OF DATA PROVIDED BY THE CLIENT. –
In compliance with data protection regulations, the personal data of the natural persons involved in the signing and in the management and execution of the services in the name and on behalf and/or for the account of one of the Parties (and any other data for which the receiving party becomes responsible) will be processed under the responsibility of the receiving party for the conclusion, development, maintenance and control of the services and the fulfilment of their respective legal obligations.
The processing of the data is necessary for the purposes indicated above, and its legitimate grounds are (i) the conclusion, performance, fulfilment and control of the contractual relationship between the Parties, (ii) the legitimate interest of the Parties in processing the contact and professional data of each party for the provision of the services and performance of the contractual relationship, and (iii) compliance with legal and deontological obligations (including obligations relating to the prevention of money laundering) to which IVC is subject.
The data will not be communicated to third parties, except, as required, to competent authorities in the exercise of their functions or to third parties when this is necessary for the performance of the services. In addition, with respect to the processing of data carried out by IVC, on occasion, given the global nature of IVC, in the management and execution of the services, data may be processed outside the European Economic Area in territories that do not grant an equivalent level of data protection. In these cases, IVC will adopt all the necessary guarantees to ensure adequate data protection.
Data subjects are also informed that they may submit any claim or request related to the protection of their personal data to the corresponding Data Protection Authority.
Each of the parties undertakes that, prior to the communication to the other party of any personal data of persons involved in the performance and management of the services or other third parties, it will have informed such person of the content of the provisions of the previous section and will have complied with any other requirements that may be applicable for the correct communication of their personal data to the receiving party, including the duties of information and protection on a legal basis, without the receiving party having to carry out any additional action vis a vis between the data subjects.
However, in accordance with article 32 of Law 10/2010, when the assignment made by the Client falls outside the scope of professional secrecy and when it is necessary to comply with the information obligations of said Law, the consent of the data subject shall not be required for the processing and communication of personal data, nor shall any of the rights recognized by the applicable data protection regulations be applicable.
13. STORAGE OF DOCUMENTS AND INFORMATION
13.1. As a general rule, the client will not hand over original documents to IVC unless this is essential and there is an express request.
13.2. The storage of information and documentation relating to the services provided by IVC to its clients may take place on IVC’s premises, on IVC’s servers or on the premises of third parties or electronic storage media contracted by IVC.
14. APPLICABLE LAW AND JURISDICTION. –
14.1. The legal relationship between IVC and its clients will be subject to Spanish common law.
14.2. Any dispute between the Firm and a client shall be subject exclusively to the jurisdiction of the Spanish Courts.
