Eden Legal SL - Standard Terms of Business

 All work carried out by Eden Legal SL (also referred to as "we" or "us") for you as our client is subject to these Terms of Business, except changes expressly agreed with you in writing.

1. Eden Legal SL is a limited liability company, with VAT and company number ES B18865568 and having its registered office at Eden Legal SL, Jupiter 34, 18193 Monachil, Spain and main telephone number+34 958 060 363.

2. The services that we provide will be as confirmed in writing between us including in any proposal or letter of engagement. We may accept instructions from any person that we reasonably believe to be authorised to intrust us, including orally. Unless expressly agreed otherwise, our services will not include advice on tax related matters.

3. You will provide all information, authorisations and assistance we need for our work with you and unless you specify otherwise we may rely on such information.

4. Our fees and charges will be calculated on the basis set out in our proposal or letter of engagement or as otherwise agreed with you. Our fees are subject to review, normally annually. Unless otherwise stated our fees exclude expenses and disbursements reasonably incurred on your behalf and any applicable taxes.

5. It is our standard practice to bill on a monthly basis by an agreed electronic method. Our bills are due upon presentation and payable without deduction (except if required by law) within 15 days. If an invoice remains unpaid after the due date, we reserve the right to: (a) charge interest at the applicable statutory rate; and (b) suspend our work for you.

6. You and we will use email as a normal method of communication and will use commercially reasonable procedures to check for viruses. However, you and we also recognise that such procedures cannot guarantee that transmissions will be virus free. If a secure form of communications is required, please contact us.

7. As for all our clients, we will keep confidential any information received from you unless:

(a)    you authorise us to disclose it; or

(b)    we are required to disclose it by law; or

(c)    it is or becomes publicly available without any breach of confidentiality on our part; or

(d)    we are required to disclose it by any court, regulator or public authority, in which case, to the extent permitted, we will endeavour to give you as much notice as possible of any such requirement.

8. We wish to avoid advising a client in a transaction or dispute where there is a conflict with the interests of another client. If you are aware or become aware of a possible conflict of this type, please raise it immediately with us. If such a conflict arises, then we will decide whether we should continue to act for both parties, for one only, or for neither. The fact we hold confidential information relating to another party or where we may in the past have advised, or may now or in the future advise, other clients whose interests differ from yours does not normally constitute a conflict of interest.

9. You will have the full right and licence to use copies of materials we create for you for the purpose for which they were prepared. However, all copyright and other intellectual property rights in such materials remains with us. If you wish to use copies of these materials for purposes other than those for which they were prepared, you must obtain our consent.

10. You will not quote or refer to us or our advice in any public document or communication without our prior written consent.

Our services are provided solely for your benefit as our client and our terms of business are not enforceable by and will not confer any benefit on any third party.

Eden Legal SL and its associated advisors shall not be under any duty to, nor have any responsibility towards, any other person (including without limitation your holding company, subsidiaries, affiliates or third parties) in connection with any matter (unless that person is also a client of Eden Legal SL in relation to it), even if the objective of your instructions is to confer a benefit upon that other person.

11. The aggregate liability of Eden Legal SL, its officers, employees, consultants and any service providers working through it, in contract, tort, or under statute or otherwise, for any losses, damages, costs or expenses suffered or incurred by you arising from or in connection with any assignment however caused shall be limited to the amount of the fees actually paid by you in relation to the particular assignment. Liability shall be limited to direct damages (and shall exclude future economic losses, loss of business or profits or loss of goodwill or reputation) and to claims brought within one year of the event causing the claim. Any limitation on our liability shall not apply to any liability on our part for death, personal injury or fraud, or where such limitation is prohibited by law.

Neither of us will be liable to the other for any delay or failure to fulfil obligations caused by force majeure or other circumstances outside our reasonable control.

12. Where any matter may require advice from a law firm or other professional advisers, we will agree this in advance with you and, unless otherwise agreed, they will be responsible to you for the quality and accuracy of their advice, and you will be directly responsible for payment of their fees and expenses.

13. We process certain personal information relating to individuals who are either a named client or through whom we conduct our relationship with you, in accordance with our privacy statement, which can be found at www.edenlegal.com.

14. In case of any complaint or request for information regarding our services, you should contact our Director at the address in paragraph 1.

15. You can ask us in writing to stop work on any of your matters at any time. We can also stop work on any of your matters by giving you written notice, but we will only do this when there are good reasons and in accordance with any applicable professional rules, e.g. where: (i) we face a credit risk; (ii) there is a risk to our reputation; (iii) a conflict of interest arises; or (iv) we are required to do so by law.

Fees and expenses incurred by us up to the date of termination will be payable by you.  We reserve the right to retain documents and files belonging to you until all of the fees and expenses owed to us by you and your affiliates have been paid.

16. If any provision of our agreement with you is invalid or unenforceable for any reason then none of the other provisions shall be affected and shall remain in full effect.

17. These Terms of Business supersede any earlier terms we may have agreed with you. However, any specific terms agreed with you in relation to an individual matter (for example, as set out in a letter of engagement), will prevail over inconsistent provisions of these terms.

It may be necessary to amend these Terms of Business from time to time. We will notify you of any such proposed changes and unless we hear from you to the contrary within 30 days following such notification, the amendments and/or new terms will come into effect from the end of that period.

18. The agreement between you and Eden Legal SL is governed by Spanish law. In the event of any controversy or claim arising out of or relating to services provided under these terms, you and we will consult and negotiate and, attempt to reach a solution satisfactory to both parties. If we do not reach settlement within a period of 60 days, then either of us may, by notice to the other refer the matter to a mutually agreeable alternative dispute resolution body at shared expense. If settlement is not reached within 60 days thereafter, any unresolved controversy or claim arising out of or relating to this contract shall be settled by arbitration in Barcelona administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules, in English, before a single arbitrator. You and we will bear our own expenses of the alternative dispute resolution and the arbitration if any. The results of such arbitration will be final, binding on both parties, and not subject to appeal or further contest, rights to which are expressly waived by both parties.

 

7 May 2014