Standard Terms and Conditions

These Standard Terms and Conditions are applicable to all professional services provided by PAJARES & ASOCIADOS and are additional to any specific agreement entered into between PAJARES & ASOCIADOS and the Customer (the “Budget” or the “Engagement Letter”), which will prevail over this document in the event of any discrepancy between the two.

In this document:

• (i) "PAJARES&ASOCIADOS" means PAJARES&ASOCIADOS ABOGADOS DESDE 1958, S.L, domiciled at Zaragoza (Spain), Paseo Independencia nº 21, 1º centro, C.P. 50001 and holding corporate tax ID code B-50814177;
• (ii) "PAJARES & ASOCIADOS" means the professional team that forms PAJARES & ASOCIADOS, and/or the entities associated with it (but excluding other firms with which PAJARES & ASOCIADOS may have formed an alliance, details of any such alliances are available for review at www.pajaresyasociados.com);
• (iii) Customer” ” is the intended recipient of the Engagement Letter, and (iv) “Services” are the professional services under the Engagement Letter.

1. Scope of application

1.1 The Parties of the legal relationship governing the provision of Services are PAJARES & ASOCIADOS and the Customer. Such Services shall be understood to be provided solely and exclusively to the Customer and may not be assigned by the Customer to third parties nor used by persons other than the Customer, without the prior express written authorization of PAJARES & ASOCIADOS.

1.2 The holder of the legal relationship with the Customer is the firm PAJARES & ASOCIADOS, on which are conferred all of the inherent rights and obligations specific to the performance of the professional activity, regardless of the participation of other collaborating entities of PAJARES & ASOCIADOS and of the specific professionals and employees through whom the Services are provided. PAJARES & ASOCIADOS takes full liability with respect to the Services provided in its name by other entities or professionals of PAJARES & ASOCIADOS.

2. Services

2.1 PAJARES & ASOCIADOS shall provide the Customer with the Services specified in the Engagement Letter or Budget issued for each specific engagement or case. Any amendment to the Engagement Letter shall be agreed on by PAJARES & ASOCIADOS and the Customer and placed on written record.

2.2Any decision regarding the performance, monitoring or implementation of any advisory services, counseling, opinions or recommendations provided by PAJARES & ASOCIADOS within the context of the Services is at the exclusive discretion of the Customer that adopts such decision at its responsibility.

3. Involvement of other professionals unrelated to PAJARES & ASOCIADOS

3.1 Unless expressly provided otherwise, the Services shall be confined exclusively to the Spanish jurisdiction.

3.2 In the event of the participation of firms not belonging to PAJARES & ASOCIADOS or other external advisers unrelated to PAJARES & ASOCIADOS (the “External Professionals”), unless expressly provided otherwise:

• (i) The involvement of PAJARES & ASOCIADOS in the case in question shall be limited to coordination tasks and of contact with the External Professionals;
• (ii) The professional services relationship shall be established directly between the Customer andPAJARES & ASOCIADOS;
• (iii) PAJARES & ASOCIADOS’ fees shall be independent of those of the External Professionals, and
• (iv) PAJARES & ASOCIADOS shall assume no liability whatsoever for any advisory services provided to the Customer by the External Professionals.

4. Working team

Notwithstanding any specification in the Engagement Letter of the professionals or employees assigned to the Customer or case in question, PAJARES & ASOCIADOS may, where it so deems fit or where necessary with regard to the needs of the Customer or case, replace any of such professionals or employees or modify the number of professionals or employees assigned to the Customer or case.

5. Fees and expenses

5.1 The fees for the provision of the Services to the Customer shall be those established in the Budget or in the Engagement Letter, in compliance with the quantification methods established therein.

5.2 Unless specified otherwise, the estimated or budgeted fees are stated net of Value Added Tax and of any other such indirect taxes that may be applicable, which shall be billed in the invoice as separate items.

5.3 The fee amount does not include any such reasonable expenses that may be incurred by PAJARES & ASOCIADOS in the provision of the Services, which must be reimbursed by the Customer.

5.4 Any services other than the Services and which are complementary thereto (such as, inter alia, court procedural representatives (procuradores), notaries, registries, management of announcements in the press or official gazettes, among others) shall be arranged and paid directly by the Customer.
Notwithstanding the above, such services may be arranged and paid for by PAJARES & ASOCIADOS on behalf of the Customer, when the Customer so requests and provided that, at the request of PAJARES & ASOCIADOS, the Customer has arranged the providing funds beforehand. Under no circumstances shall PAJARES & ASOCIADOS be obliged to advance or provide funds to the Customer or make payment on behalf of the Customer in respect of any expenses, services or disbursements not previously agreed on and on the conditions abovementioned.

5.5 The providing funds or deposits made by the Customer shall be assigned by PAJARES & ASOCIADOS to pay amounts on behalf of the Customer. The Customer expressly authorizes PAJARES & ASOCIADOS to use the providing funds or deposits made by the Customer to pay any such amount as may be owed to PAJARES & ASOCIADOS as fees or expenses, as long as such amount is settled, due and payable.

5.6 The fees and expenses must be settled even where the transaction or case to which the Services refer is not completed successfully.

5.7 The Customer’s obligation to pay the fees and expenses to PAJARES & ASOCIADOS is separate from any right to which the Customer may be entitled with respect to third parties in relation to the Services provided. Thus, among other potential circumstances, in litigation-related or court matters, any order to pay costs to the other party does not exempt or release the Customer from paying PAJARES & ASOCIADOS the relevant fees and expenses.

6. Billing and payment

6.1 Unless the parties expressly agree otherwise, the invoices issued by PAJARES & ASOCIADOS shall be payable on demand, in the currency and on the terms and conditions they contain, and PAJARES & ASOCIADOS reserves the right to charge late interests in the event of any delay in payment of the invoices with respect to their due date.

6.2 Any objection on the part of the Customer in relation to an invoice must be conveyed to the PAJARES & ASOCIADOS partner in charge of the engagement as soon as possible and, in such case, the portion of the invoice in relation to which there is no objection shall be payable.

6.3 In the event of any advance or pre-payments made by the Customer pursuant to the Engagement Letter, where, for any reason, there is a surplus in favor of the Customer on termination of the Services, PAJARES & ASOCIADOS shall immediately repay such surplus, in accordance with the Customer’s instructions for such purpose.

6.4 In the event of the failure to pay an invoice, PAJARES & ASOCIADOS, upon giving written notice and pursuant to the professional regulations and code of ethics governing its activity, may suspend any Services provided to the Customer, without such circumstance entitling the Customer to make any claim or complaint for such suspension or for any such damage as may derive from such suspension. For as long as such situation of non-payment is maintained and also subject to the provisions of the governing professional regulations or code of ethics, PAJARES & ASOCIADOS may exercise the right to retain any such documents of the Customer as may have been prepared by or with the participation of PAJARES & ASOCIADOS that may be in its possession at such time.

6.5 Where the Customer requests the provision of Services for companies under its control or for any other third parties, or in other circumstances in which the legal costs are borne by third parties, PAJARES & ASOCIADOS shall directly invoice the entity indicated, although the Customer shall bear liability for the payment of any amount not settled on the due date.

7. Information, documentation and confidentiality

7.1 PAJARES & ASOCIADOS shall request from the Customer all the information and documentation that, in its opinion, is required for the proper and efficient provision of the Services. Customer shall send the information and documentation to PAJARES & ASOCIADOS by the means deemed most appropriate. The Customer expresses and warrants that it is duly authorized and empowered to send the documentation and information it provides to PAJARES & ASOCIADOS and shall hold PAJARES & ASOCIADOS harmless from and against any third-party claim due to access to the information or documentation sent by the Customer or at its request.

7.2 PAJARES & ASOCIADOS shall under no circumstances be liable for any consequences that may arise for the Customer by reason of having sent PAJARES & ASOCIADOS any inaccurate, inexact or incomplete information or documentation.

7.3 PAJARES & ASOCIADOS undertakes to safeguard the confidentiality of all the information and documentation received from the Customer that is not in the public domain and may only disclose such information and documentation with the authorization of the Customer or where ordered to do so by any administrative or court authority or an authority authorized for such purpose. Where PAJARES & ASOCIADOS outsources word processing, photocopying, translation or any other type of service to providers, it shall safeguard the confidentiality of the Customer's information and documentation, ensuring that the relevant providers sign a confidentiality agreement.

7.4 PAJARES & ASOCIADOS’ duty of confidentiality with respect to the information and documentation received from the Customer shall not be applicable in respect of the representatives and contact persons of the Customer itself or of other professional advisers of the Customer participating in the same engagement, unless the Customer establishes any prior directions or restrictions to the contrary.

7.5 Once terminated the provision of Services, PAJARES & ASOCIADOS shall return to the Customer all original documentation as may be in its possession in relation to such Services or the specific case to which the Services refer, subject to prior notification from the Customer of the terms on which such return is to be carried out.

7.6 The Customer authorizes PAJARES & ASOCIADOS to retain a copy of any information and documentation furnished by the Customer in relation to the provision of the Services for the length of time it sees fit, subject to PAJARES & ASOCIADOS’ duty of confidentiality. PAJARES & ASOCIADOS does not accept any obligation whatsoever to retain such copies for a specific period of time, and may destroy its files without requiring any authorization whatsoever. If the Customer needs PAJARES & ASOCIADOS to preserve its files, it must expressly so request and shall assume any supplementary costs that PAJARES & ASOCIADOS may incur in respect of maintaining and accessing the files and sending documents.

7.7 Unless expressly indicated otherwise by the Customer, the Customer authorizes PAJARES & ASOCIADOS to make public its involvement in the provision of the Services to the Customer, provided no confidential information is disclosed.

8. Communications

8.1 The Customer accepts unencrypted e-mails as a valid means for the flow and exchange of documentation and information and, in general, as a channel of communication with PAJARES & ASOCIADOS for the provision of the Services. The Customer exempts PAJARES & ASOCIADOS from any liability for the interception of or access to e-mails by unauthorized persons, as well as from any damage or losses that may be caused to the Customer as a result of computer viruses, network failures or similar circumstances.

8.2 By mutual agreement and with respect to any predefined documents or information of particular materiality or sensitivity that so require, the parties may establish additional security measures and procedures for the sending and exchange of information and documentation.

9. Conflicts of interest

9.1 PAJARES & ASOCIADOS provides services to a significant number of customers, both Spanish and foreign, in a very broad range of specialized fields and areas. PAJARES & ASOCIADOS has in place internal procedures to check and confirm potential conflicts of interest. Nonetheless, if the Customer is aware of any circumstance that may, in its opinion, give rise to a situation of conflict of interest, it must notify PAJARES & ASOCIADOS immediately. Likewise, PAJARES & ASOCIADOS shall immediately inform the Customer where it becomes aware of any conflicts of interest that may arise due to any circumstance, whether anticipated or not.

9.2 PAJARES & ASOCIADOS may act on behalf of any third party (even in the event that the interests of such third party are contrary to the interests of the Customer, whether in or out of court), provided such services refer to cases or matters that bear no relation to the matters engaged by the Customer to PAJARES & ASOCIADOS (and even where this may entail acting against the Customer itself or against any other entity in which it has an interest), without there being any conflict of interest in such circumstance preventing PAJARES & ASOCIADOS from accepting and performing such engagements in favor of third parties, except in those cases in which, pursuant to the professional regulations or code of ethics governing PAJARES & ASOCIADOS’ activity, this proves impossible.

10. Statutory compliance

10.1 Pursuant to the legislation in force on anti-money laundering and financing terrorism, PAJARES & ASOCIADOS is subject to obligations to check the identity of the Customer and its operations and activities. The Customer undertakes to provide PAJARES & ASOCIADOS, completely and accurately, with all such information as may be necessary and required of it for such purposes (both from the Customer itself and, as the case may be, from its shareholders, investors, directors, related persons, etc.) and expressly authorizes PAJARES & ASOCIADOS to take any steps towards confirmation that it deems appropriate in such connection. In the event of failing to obtain the necessary information, PAJARES & ASOCIADOS shall be unable to provide the Services to the Customer, without such circumstance entailing any type of liability for PAJARES & ASOCIADOS.

10.2 PAJARES & ASOCIADOS is also subject, on the terms as laid down by law, to the obligation to notify the Executive Service for the Prevention of Money Laundering (SEPBLAC) of any fact or operation, even on a purely tentative basis, in relation to which there is any indication or certainty that it is related to money laundering or the financing of terrorism, and must refrain from performing any operation where such circumstances come to light. PAJARES & ASOCIADOS shall not be liable to the Customer for any such damage or loss as may be suffered by the Customer as the result of PAJARES & ASOCIADOS’ compliance with such statutory obligations.

11. Termination

11.1 The Customer may deem the provision of Services to have been terminated at any time, without any need to plead any grounds in such connection.

11.2 Subject to compliance with the professional regulations or code of ethics regulating its activity, PAJARES & ASOCIADOS may terminate the provision of Services in progress (or reject the management of one or more specific cases) at any time, with reasonable advance notice, due to loss of trust or ethical or reasons or reasons of any other kind, in addition to those set out in clause 6.4.

11.3 In all events, the Customer shall be obliged to pay the fees and expenses accrued to PAJARES & ASOCIADOS up to the date of termination of the Services.

11.4 Once terminated the provision of the Service, PAJARES & ASOCIADOS shall be under no obligation to provide any additional service or furnish the Customer with updated versions of the information, opinions, recommendations, counseling, or advisory services provided due to changes to the legislation or facts subsequent to the aforementioned termination.

12. Liability

12.1 PAJARES & ASOCIADOS takes full liability for the Services provided.

12.2 PAJARES & ASOCIADOS shall be liable to the Customer for any such damage or loss as may be caused to the Customer for reasons attributable to PAJARES & ASOCIADOS as a result of the willful misconduct or gross negligence of any of them. Other than in the above cases, the extent of PAJARES & ASOCIADOS’ liability shall have the scope laid down by the terms of the relevant Budget or Engagement Letter. Under no circumstance shall PAJARES & ASOCIADOS be liable for any damage deriving from or caused, in whole or in part, by misrepresentation, concealment or any other conduct on the part of the Customer that may be willful or negligent, or not performed in conformity with the principles of good faith, or for breaches arising for reasons outside of its reasonable control.

12.3 PAJARES & ASOCIADOS’ liability shall be limited to direct damage (excluding therefore loss of profit, loss of business or reputational damage) actually caused to the Customer.

12.4 PAJARES & ASOCIADOS’ liability to the Customer in relation to the Services is subject to a written claim sent by the Customer, ascertaining in sufficient detail the nature of the claim and the amount claimed, within not more than three (3) years from the date of termination of the provision of the Services, except in the event of willful misconduct, in which case the statute of limitations shall apply.

12.5 PAJARES & ASOCIADOS’ potential liability shall arise solely with respect to the Customer. PAJARES & ASOCIADOS shall not be liable for any such damage as may be caused to third parties as the result of any use the Customer may make of the Services outside their intended purpose, unless such use has been expressly authorized by PAJARES & ASOCIADOS, in which case PAJARES & ASOCIADOS' liability shall be brought into line with the terms and conditions agreed on for such purpose.

12.6 In the event of a claim by the Customer against PAJARES & ASOCIADOS on any ground, where External Professionals unrelated to PAJARES & ASOCIADOS act in the engagement Services and may be held liable, PAJARES & ASOCIADOS’ proportional liability to the Customer may not be increased as a result of: (i) an agreement with another liable person limiting or exempting their liability; or (ii) the inability to obtain indemnification from another liable person.

12.7 Under no circumstances shall PAJARES & ASOCIADOS be deemed exempt from liability for acts or omissions where relief from liability is not available pursuant to the applicable laws or provisions, nor may it be reduced below the relevant minimum amount per claim (with respect to which liability exists) pursuant to the applicable legislation.

13. Processing of personal data

13.1 Pursuant to the provisions of Organic Law 15/1999 of December 13 on Personal Data Protection (“LOPD”) and Royal Decree 1720/2007 of 21 December approving the LOPD Implementing Regulation (“RLOPD”) (jointly, the “Data Protection Legislation”), the signatory is hereby informed that the personal data it has provided to PAJARES & ASOCIADOS as a consequence of the acceptance of these Standard Terms and Conditions and the signing of the Budget or the Engagement Letter as well as those data which may be obtained by PAJARES & ASOCIADOS in the future due to its professional relationship with it (“Signatory’s Details”), will be included on filing systems owned by PAJARES & ASOCIADOS. The Signatory’s Details shall be processed for the purpose of maintaining, developing, controlling and implementing the Signatory’s professional relationship with PAJARES & ASOCIADOS within the context of the provision of the Services.

13.2 The Customer may exercise the rights of access, rectification, cancellation and objection at any time by submitting a written request by post to: Dpto. de Protección de Datos y Privacidad of PAJARES & ASOCIADOS, addressed to the office of the Law firm or by sending an e-mail to the following address: "info@pajaresyasociados.com", in either case specifying the signatory’s first and last names and attaching a copy of the signatory’s national identity card.

13.3 For the purposes of the provision of the Services under the Engagement Letter, PAJARES & ASOCIADOS may need to have access to third-party data on the Customer’s filing systems (the “Data”), in which case PAJARES & ASOCIADOS will act in its capacity as the processor of the Data. In such case, PAJARES & ASOCIADOS undertakes and agrees:

• (i) To process the Data in line with the Customer’s instructions from time to time;
• (ii) To use the Data exclusively for the purposes of the provision of the Services, without using or applying such Data for any other purpose;
• (iii) Not to disclose the Data to third parties, not even for the purposes of data storage, except as provided for in Section 13.2 above;
• (iv) To observe the security measures applicable under the provisions of Articles 81 and 82 RLOPD, for the purposes, PAJARES & ASOCIADOS shall assume, unless otherwise instructed by the Customer due to the nature of the Data processed, that the basic security measures will be appropriate; and
• (v) To destroy or return to the Customer, or a third party designated by it, the Data to which it has had access or which derive from any processing of such Data, as well as any media or documents in which such Data are recorded.

13.4 Likewise, the Customer hereby has been informed and expressly authorizes PAJARES & ASOCIADOS:

• (i) To allow access to the Data by any companies providing management and technical support services to PAJARES & ASOCIADOS, to the extent that such access proves essential for the performance by PAJARES & ASOCIADOS of the Services; and
• (ii) To subcontract, completely or partially, the Services to PAJARES & ASOCIADOS Group companies or any third party, where deemed necessary for the provision of such Services, in which cases PAJARES & ASOCIADOS would act for and on behalf of the Customer, solely for the purposes of the Data Protection Legislation. Any processing of the Data performed by any subcontractor shall be performed in compliance with the Customer’s instructions and PAJARES & ASOCIADOS shall enter the mandatory services contract with each such subcontractor, as provided in the Data Protection Legislation.

14. Intellectual property rights

14.1 intellectual property rights in the documentation created and in the original ideas conceived by reason of the provision of the Services shall be held by PAJARES & ASOCIADOS.

14.2 The Customer may use, exclusively for its own use, all the documentation created by PAJARES & ASOCIADOS as result of the provision of the Services, and may not distribute such documentation or provide access thereto to other persons other than the Customer, without the prior express written consent of PAJARES & ASOCIADOS.

15. Entire Agreement

15.1 These Standard Terms and Conditions replace and render null and void any earlier agreement between the Customer and PAJARES & ASOCIADOS. Unless it has been otherwise agreed between the Customer and PAJARES & ASOCIADOS, these terms and conditions constitute the entire agreement reached by the parties in relation to the professional services engaged, and shall generally be supplemented by one or more Budgets or Engagement Letters which, among other elements, shall include the specific services to be provided, the team responsible for doing so and the relevant fees.

15.2 Unless provided otherwise, these Standard Terms and Conditions shall apply to any future engagement made by the Customer to PAJARES & ASOCIADOS.

15.3 Should it be determined that any of these terms and conditions are null and void, none of the remaining terms and conditions shall be affected thereby, and they shall remain fully in force.

16. Amendments

PAJARES & ASOCIADOS may amend these Standard Terms and Conditions at any time, being applicable these amendments according to the following:

• (i) The applicable Standard Terms and Conditions in the event of ongoing services shall be those posted on the website www.pajaresyasociados.com at the time of the rendering of the services.
• (ii) In the event of non-ongoing services the applicable Standard Terms and Conditions shall be those referred to in the relevant Engagement Letter or Budget. However, subsequent amendments to the Standard Terms and Conditions shall be applicable, provided that those amendments have been posted in website aforementioned and a period of 21 calendar days has passed without there having been any written objection from the Customer during such period. For the purposes of this statement, the Customer shall be deemed to have accepted the amendments if, in that period, the Customer does not make any written objection to them.

17. Governing law. Jurisdiction

17.1 The relationship between the Customer and PAJARES & ASOCIADOS is expressly subjected to Spanish law.

17.2 PAJARES & ASOCIADOS and the Customer agree that any disputes, disagreement, question or complaint arising out of, or relating to the present contract, directly or indirectly, notwithstanding mandatory rules of court jurisdiction, shall be definitively settled by arbitration at law administered by the Court Aragonese of Arbitration of the Aragonese Association of Arbitration, to which administration of the arbitration and the designation of the arbiter is entrusted in accordance with its regulations.