Terms & Conditions Lexidy Law

TERMS & CONDITIONS

WORK TEAM

The services contemplated under this Agreement shall be led by Federico Richardson Alborna, Managing Partner at Lexidy Law Boutique S.L.P., and a practising lawyer registered with the Barcelona Bar Association (ICAB) under number 40.082.

The execution of the services will be carried out by the appropriate professionals within Lexidy Law Boutique S.L.P., as required for the proper performance of the engagement, depending on the nature, complexity, and legal area of the assistance requested.

The specific scope of the services, including tasks included and excluded, shall be as described in the corresponding engagement letter, proposal, or quote accepted by the Client. Unless expressly agreed in writing, the services do not include tax return filing, litigation or court representation, appeals against administrative decisions, financial or investment advice, or active negotiations beyond the agreed scope.

INVOICING

The fees and expenses for the services requested shall be invoiced directly by Lexidy to the Client, or to any subsidiary expressly designated for such purpose, as set out in the engagement terms.

All quoted fees are exclusive of VAT (21%), which shall be added where applicable and itemised in the corresponding invoice. Where intra-EU VAT exemptions apply, VAT shall not be charged. In addition, the Client shall bear any necessary expenses associated with the provision of the services, including but not limited to: translation, legalisation, notarisation, registry fees, transport, courier dispatch, digital certificates, and representation before public authorities.

The client is obligated to provide all supporting documentation required for correct invoicing and VAT treatment. In the absence of such documentation, the applicable VAT will be charged.

In the event of an agreed second payment, where the quote provides for two instalments, the second instalment shall fall due within a period of three to four months for corporate services. This instalment forms part of the agreed payment schedule for the overall service and shall become payable provided that Lexidy has duly commenced and continues to provide the agreed services in good faith. This provision shall not affect any statutory right of withdrawal that may apply or any refund that may be due under these Terms and Conditions.

Payment in full is required prior to the commencement of services, unless otherwise agreed in the specific quote. Acceptance of these Terms and Conditions constitutes the Client’s authorisation for Lexidy to issue the corresponding invoice and begin work.

Payments may be processed through third-party platforms or financing providers. These services operate independently and are governed by their own terms. Lexidy accepts no responsibility for their availability, authorisation, delays, or technical performance. The Client remains fully responsible for ensuring full payment for the services  is duly completed to Lexidy. Choosing instalments does not reduce this obligation, and any unpaid balance may be claimed directly from the Client.

For the avoidance of doubt, any third‑party costs, official fees, translations, notarizations, legalisations, registry charges, or other external expenses incurred on behalf of the Client shall, in all cases, be non‑refundable, irrespective of the outcome of the matter or the termination of the engagement.

• Refunds Policy

Lexidy’s professional fees are, as a general rule, strictly non‑refundable and are independent of the outcome or success of any application, transaction, or matter. Any specific refund rights or commercial refund policies, including phased or partial refunds, shall only apply where expressly set out in the relevant engagement letter, proposal, or in the “Right of Withdrawal and Early Termination” section below.

• Right of Withdrawal 

When the Client acts as a consumer and the Contract is concluded at a distance or off‑premises, the Client shall have a period of fourteen (14) calendar days from the date of payment to withdraw from the Contract without giving any reason.

To exercise this right, the Client may send an email to the address indicated in the Proposal, clearly stating their decision to withdraw from the Contract. Lexidy will acknowledge receipt of the withdrawal on a durable medium.

If the Client expressly requests Lexidy to begin providing the services during this 14‑day period, the Client acknowledges and agrees that, in the event of withdrawal, Lexidy will be entitled to the proportion of the agreed fees corresponding to the services effectively provided, work performed and time spent up to the date on which the Client communicates the withdrawal. Any official fees, translations, notarizations, legalisations and other third‑party costs already incurred on behalf of the Client will in all cases remain non‑refundable.

The Client further understands and accepts that the statutory right of withdrawal will be lost if the services have been fully performed within the 14‑day period, provided that the Client has given prior express consent for the services to commence during that period and has expressly acknowledged that they would lose the right of withdrawal once the services have been fully performed.

• Early Termination by the Client and Commercial Refund Policy

If the Client terminates the engagement for reasons not attributable to Lexidy, and in the absence of any negligence, malpractice or breach of professional obligations by Lexidy, the following commercial refund policy shall apply, without prejudice to the statutory right of withdrawal described above:

• Up to the 14th day from the date of engagement: a full refund of the fees paid shall apply, subject in all cases to the deduction of any proportionate fees corresponding to work already performed, time invested or services rendered up to the date of termination, as well as any non‑refundable third‑party costs.

• From the 15th to the 30th day from the date of engagement: 50% of the fees paid shall be refunded, provided that the service has commenced, subject to deduction of the value of work already performed, time invested, services rendered and non‑refundable third‑party costs.

• From the 31st to the 45th day from the date of engagement: 25% of the fees paid shall be refunded, subject to the same deductions mentioned above.

• From the 46th day onwards: no refund of professional fees shall be due.

In all cases, official fees, translations, notarizations, administrative charges and any other external expenses incurred on behalf of the Client shall be non‑refundable under any circumstances.

• Incurred Expenses and Remaining Balances

For certain services, a provision of funds may be requested in advance in order to streamline the process, as different third-party costs may arise during the execution of the engagement. The amount requested will be an estimate, and may or may not cover the total cost. These disbursements (“suplidos”) will be separate from the professional service invoice. If additional funds are needed, the client will be notified accordingly. Any surplus exceeding €70 will be reimbursed upon the Client’s express request within thirty (30) calendar days of the conclusion of the service. After this period, any unclaimed surplus may be considered forfeited and non‑refundable, without prejudice to any mandatory rights the Client may have under applicable law.

ANTI-MONEY LAUNDERING POLICIES

Lexidy complies with all applicable legislation on the prevention of money laundering and the financing of terrorism, including Law 10/2010 of 28 April and Royal Decree 304/2014.

Lexidy is legally required to verify the identity of its clients and, where applicable, their up‑to‑date beneficial owners and corporate control structure, as well as the nature of their business or professional activity, prior to the commencement of any services. The Client must provide accurate, complete, and up‑to‑date information and documentation for this purpose. This may include personal identification documents, proof of business activity, and organisational charts in the case of corporate entities or non‑profits.

Lexidy may use electronic identification services to carry out this verification and will retain such documentation for the period required by law.

In certain circumstances, Lexidy may be legally required to report to the Executive Service for the Prevention of Money Laundering and Terrorist Financing (SEPBLAC) any transaction, assignment, or activity that raises reasonable suspicion of money laundering or terrorist financing. Lexidy is prohibited by law from informing the Client of such reporting and may be required to suspend or terminate its services without prior notice. Lexidy shall not be liable for any delays, losses, or damages resulting from the fulfilment of these legal obligations.

The provision of services will not commence until the required Know Your Client (KYC) process has been completed and the submitted information has been duly verified. If the Client fails to complete the KYC process within fifteen (15) calendar days, Lexidy reserves the right to cancel the engagement and refund any fees paid, subject to deduction of any applicable administrative costs.

PROFESSIONAL INDEMNITY INSURANCE

Lexidy  Group is covered under the professional liability insurance policy issued by GENERALI España, S.A. de Seguros y Reaseguros.

This policy provides coverage of up to 2,000,000.00 EUR per claim, including legal defence costs and damages in accordance with the policy’s terms.

The limitations of liability set out in these Terms and Conditions are intended to operate in harmony with, and not in excess of, the coverage provided under this professional liability insurance, without prejudice to any mandatory legal provisions that may apply.

RESPONSIBILITY OF LEXIDY

• Client’s Responsibility

The Client acknowledges that all decisions concerning the execution, follow-up, and implementation of any legal advice, opinion, or recommendation provided by Lexidy are  made at the Client’s own risk and responsibility.

The Client is solely responsible for the accuracy, completeness, and timeliness of all information and documentation provided to Lexidy, including documentation required for Know Your Customer (KYC) procedures. Lexidy shall not be liable for any damages arising from the use of incomplete, false, inaccurate, or delayed information provided by the Client.

The Client acknowledges that any delay, omission, or inaccuracy in the information or documentation supplied may adversely affect the provision and timing of the services and may limit or exclude Lexidy’s liability for any resulting damages.

• Nature and Scope of Services

Lexidy does not assume or exercise decision-making powers of the Client’s governing or management bodies. Lexidy shall not act on behalf of the Client or intervene before third parties, unless expressly authorised in writing by the Client. Any such intervention will be carried out in the Client’s name and under its exclusive responsibility. The relationship between the Client and Lexidy shall not constitute, unless expressly agreed in writing, any agency, employment, mandate, or representation arrangement.

•  Limitation of Liability

Lexidy shall only be liable to the Client for damages directly caused by proven fraud or gross negligence by Lexidy or its professionals in the course of service delivery.

In all other cases, Lexidy’s liability shall be limited to direct damages that were foreseeable and attributable to Lexidy at the time of accepting the relevant engagement, subject to the following monetary caps:

• For recurring or ongoing services (or engagements exceeding one year): a maximum of six (6) months’ worth of fees paid for the relevant service.
  
  
• For one-off or short-term services (duration under one year): a maximum of three (3) times the total fees paid for such service.
  
  

In all cases, the Client must submit a detailed written claim within three (3) years from the end of the service provision. Claims submitted after this period will be time-barred, except in cases of fraud, for which the applicable statutory limitation period shall apply.

Nothing in this clause shall limit or exclude any liability that cannot be limited or excluded under mandatory applicable law, including, where applicable, certain rights of Clients acting as consumers, or in cases of fraud or wilful misconduct.

• Exclusions

Lexidy shall not be liable for:

• Any indirect, consequential, or reputational damages;
  
  
• Damages arising in whole or in part from the Client’s wilful misconduct, bad faith, gross negligence, or failure to provide timely and truthful information;
  
  
• Failures due to force majeure or events beyond Lexidy’s reasonable control.
  
  

Liability, if any, shall be owed exclusively to the Client and not to any third parties who may use or rely upon the services rendered by Lexidy.

CONTRACT RESCISSION

• Confidentiality

Lexidy undertakes to treat all information received from the Client with the strictest confidentiality, which shall survive the termination of the engagement indefinitely, unless disclosure is required by law or competent authority.

• Termination of Legal Engagement

The legal relationship between Lexidy and the Client shall be deemed terminated when Lexidy ceases to be actively involved in the matter for which it was engaged.

Lexidy may, at its discretion and in accordance with applicable professional conduct rules, terminate the provision of services and representation of the Client for justified reasons, including but not limited to:

• Non-compliance with anti-money laundering (AML), Know Your Customer (KYC), or conflict-of-interest procedures;
  
  
• Lack of cooperation or communication by the Client;
  
  
• Failure to provide required documents or information necessary for service execution;
  
  
• Actions or requests by the Client that are unethical, illegal, or contrary to Lexidy’s professional obligations;
  
  
• The development of a conflict of interest;
• Serious disrespect or inappropriate behaviour by the Client towards Lexidy’s staff or representatives, such as the use of offensive language, insults, or threats.
  
  

In such cases, Lexidy shall provide written notice to the Client, and the Client shall be responsible for all fees and expenses accrued up to the effective date of termination. If the representation has not yet begun, and services were pre-paid, Lexidy may retain an amount proportional to the preparatory work undertaken.

• Inactivity by the Client

If the Client fails to respond within one (1) year to a written request and at least two (2) follow-up communications requesting essential documentation or action necessary for the provision of services, Lexidy reserves the right to terminate the engagement unilaterally. No refund shall be due for any fees paid. Termination shall be communicated in writing with reference to the unresponsiveness.

Any amounts retained by Lexidy in such cases shall be deemed to cover the work already performed, time invested, and administrative costs incurred up to the date on which the engagement is deemed terminated, in accordance with applicable Spanish law.

• Return of Materials

Upon termination of services, Lexidy shall return to the Client all original documents and materials provided by the Client upon request, except those that are required to be retained by law or for Lexidy’s legitimate record-keeping purposes. The Client shall likewise return any materials or property belonging to Lexidy.

APPLICABLE LAW AND DISPUTE RESOLUTION

• Applicable Law 

This Agreement, including its formation, validity, performance, interpretation, and any amendments or revisions, shall be governed exclusively by the laws of Spain, and specifically by the provisions of Spanish Common Law (“legislación común española”), excluding any conflict-of-law rules.

• Jurisdiction and Resolution of Disputes

The parties expressly agree that any dispute, controversy, or claim arising out of or in connection with this Agreement, including non-contractual obligations, shall first be submitted to mediation in accordance with the rules of the Mediation Centre of the Barcelona Bar Association (CEMICAB). The place of mediation shall be Barcelona, and the language of the mediation shall be English.

If the dispute is not resolved within thirty (30) calendar days from the date mediation commences, or if either party refuses to participate or continue in the mediation process, the matter shall be referred to and finally settled by arbitration in accordance with the rules of the Arbitral Tribunal of the Barcelona Bar Association (Tribunal Arbitral del Colegio de la Abogacía de Barcelona, TACAB).

The arbitration shall be conducted:

• by a sole arbitrator,
  
  
• in the city of Barcelona,
  
  
• in the Spanish language, and
  
  
• under the procedural rules in force at the time of commencement of arbitration.
  
  

The parties expressly waive any right to submit disputes to ordinary courts, except for urgent precautionary or interim measures which may be brought before the courts of Barcelona, without such recourse being considered a waiver of arbitration.

CONFIDENTIALITY

• Professional Secrecy

Lexidy shall be bound by the duty of professional secrecy in accordance with applicable legal and ethical standards governing the legal profession. This duty shall continue to apply after the termination of the contractual relationship. All lawyers, staff, and collaborators of Lexidy shall maintain in strict confidence any information to which they may gain access in the course of their professional duties, except where disclosure is required by law.

• Legal Disclosure Obligations

Notwithstanding the foregoing, Lexidy may be required to disclose certain information to competent authorities pursuant to:

• Spanish and EU legislation on the prevention of money laundering and terrorist financing;
  
  
• Council Directive (EU) 2018/822 of 25 May 2018 (DAC6) and its implementing legislation, concerning the mandatory reporting of certain cross-border arrangements.
  
  

In such cases, Lexidy shall act in good faith and, where permitted by law, inform the Client of such disclosures.

• Mutual Confidentiality Undertaking

The Parties mutually undertake to:

• Share only the information reasonably required for the proper execution of the Agreement;
  
  
• Maintain the confidentiality of all such information both during the term of the Agreement and after its termination;
  
  
• Not disclose, disseminate, or use any such information for any purpose other than that agreed herein;
  
  
• Refrain from disclosing any details relating to clients, leads, commercial contacts, or internal communications, without the prior written consent of the other Party.
  
  

• Definition of Confidential Information

“Confidential Information” shall, for the purposes of this Agreement, include but shall not be limited to:

• Technical, legal, tax, financial, and commercial information;
  
  
• Business models, strategies, and know-how;
  
  
• Names and contact details of clients or prospective clients;
  
  
• Details of projects, commercial proposals, and operations under consideration;
  
  
• Market studies, forecasts, internal reports, memoranda, or analyses;
  
  
• Internal discussions or correspondence relating to the engagement;
  
  
• Any information disclosed, directly or indirectly, whether orally, in writing, electronically, or by any other means, in connection with this Agreement.
  
  

• Exceptions to Confidentiality

Information shall not be deemed Confidential Information where it:

• Is or becomes publicly available other than as a result of a breach of this Agreement;
  
  
• Is lawfully received from a third party not bound by confidentiality;
  
  
• Was already known by the receiving Party prior to disclosure;
  
  
• Must be disclosed by law, court order, or regulatory obligation, provided the disclosing Party gives prompt written notice to the other Party (unless prohibited by law).
  
  

• Information Security and Third-Party Access

Each Party shall:

• Take appropriate technical and organisational measures to prevent unauthorised access, disclosure, or misuse of Confidential Information;
  
  
• Ensure that employees, advisers, subcontractors, or other representatives who may have access to Confidential Information are bound by confidentiality obligations no less stringent than those set out herein;
  
  
• Implement safeguards against security threats or data breaches that could compromise the integrity or confidentiality of such information.
  
  

• Consent to Disclosure

If either Party intends to disclose Confidential Information for any reason not permitted herein, it shall first obtain the prior written consent of the other Party.

• Return or Destruction of Confidential Information

Upon termination of this Agreement, each Party shall, upon request and to the extent permitted by law, return or permanently delete all Confidential Information received from the other Party, regardless of format or medium, unless retention is required to comply with a legal obligation.

DATA PROTECTION

Lead management and CRM – Lexidy Tech S.L.

Lexidy Tech S.L. acts as a data controller for the purposes of GDPR and LOPDGDD in relation to the personal data it collects via Lexidy Group websites, online forms, landing pages, digital campaigns and its customer relationship management (CRM) platform (currently HubSpot or any successor tool), and in relation to the management of leads and pre‑contractual enquiries concerning legal services provided by Lexidy Law Boutique SLP (“LLB”).

For these purposes, Lexidy Tech S.L. processes identification and contact details and high‑level information about the Client’s matter (such as jurisdiction and practice area) in order to (i) manage requests for information, (ii) qualify and route leads within the Lexidy Group, (iii) prepare and send proposals, and (iv) monitor the performance of marketing and business development activities.

Where a lead clearly falls within LLB’s scope of services (for example, corporate, M&A, tax, labour or litigation services in Spain), Lexidy Tech S.L. may share such lead and contact data with LLB for the sole purpose of allowing LLB to assess the matter and decide, at its sole discretion, whether to issue a proposal or engagement letter.

The Client may exercise their GDPR rights in relation to this lead‑management processing by contacting Lexidy Tech S.L. at Avinguda Diagonal 442, 1‑1, 08037 Barcelona, Spain, or by email at compliance@lexidy.com, and may lodge complaints with the AEPD via www.aepd.es.

Performance of legal services – Lexidy Law Boutique SLP

For the purposes of GDPR and LOPDGDD, Lexidy Law Boutique SLP acts as an independent data controller in relation to the personal data it processes in the performance of its legal and related services in Spain.

The Client (the “Data Subject”) is informed that:

Purpose of processing: personal data will be processed for the purpose of performing the legal services described in the Engagement Letter, managing the relationship with the Client, and complying with Lexidy Law Boutique SLP’s legal, regulatory and professional obligations (including those of the Spanish Bar Association).

Legal basis: the processing is necessary for the performance of a contract to which the Client is a party, or for taking steps at the Client’s request prior to entering into a contract; and, where applicable, for compliance with Lexidy Law Boutique SLP’s legal obligations.

Retention: data will be retained for the duration of the engagement and, once it has ended, for the period required to comply with applicable limitation periods and professional and regulatory duties, after which the data will be securely deleted or anonymised.

Recipients: data may be communicated to courts, tribunals, public authorities and regulators where strictly necessary for the handling of the Client’s matter or to comply with legal obligations, and to service providers (including IT and infrastructure providers) acting as data processors on behalf of LLB, under appropriate contractual and security safeguards.

The Client may exercise their rights of access, rectification, erasure, restriction, objection and data portability, as well as the right not to be subject to automated individual decisions, by contacting LLB at its registered address or via the contact details indicated in its privacy notice. The Client may also lodge a complaint with the AEPD via www.aepd.es.

ACCEPTANCE & ENTIRETY

These Terms and Conditions constitute the entire agreement between the parties in relation to the subject matter and supersede all prior discussions, negotiations, representations or agreements, whether oral or written.

 No waiver or amendment shall be binding unless made in writing and signed by an authorised representative of the firm.

SEVERANCE

If any provision of these Terms and Conditions is found to be invalid, unlawful or unenforceable, that provision shall be deemed severed, and the remainder shall continue in full force and effect.

The parties shall negotiate in good faith to replace any such provision with a valid and enforceable one that most closely reflects their original intent.

Amendments to Terms and Conditions

Lexidy reserves the right to amend these Terms and Conditions at any time for legal, technical, operational, or commercial reasons.
Any material changes will be communicated to the Client by email, through an update in the client portal, or in the contractual documentation.

Such changes will apply only to services contracted after the date indicated in the notice. If the Client does not agree with the modifications, they may request to terminate the agreement without penalty for services not yet provided.

For the avoidance of doubt, if a separate contract has already been signed between Lexidy and the Client for ongoing services (defined as legal services provided on a continuous basis for a period exceeding two months), that contract will prevail over these Terms and Conditions for the services it covers. In such cases, Lexidy will directly inform the Client of any material changes that may impact the ongoing services.

DEBT RECOVERY & DATA TRANSFER

In the event that the Client fails to make the payment within the agreed timeframe, Lexidy reserves the right to transfer the debt to its Collections Department or to collaborating agencies specialized in debt collection. The Client expressly authorizes Global Recobros to carry out the appropriate actions within the legal framework and regulations in force, pursuant to the GDPR, for the use of data, location of their debtors, obtaining commercial solvency reports, and listings in default registers such as ASNEF, Equifax, ICIRE, among others, as well as to collect the debt validly, always in accordance with the legal requirements for reporting debts to credit information systems, including the existence of a due, payable, undisputed debt and prior notice to the Client where required by law.

The Client commits that the unpaid debts are certain, liquid, determined, due, and enforceable, in order to facilitate and resolve the payment compliance by the debtor.

Lexidy guarantees that all the Client’s personal data will be processed in accordance with current data protection regulations, ensuring their confidentiality and appropriate use solely for the purposes described in this clause.

Additionally, the Client agrees that, in the event of non-payment, they may receive automated calls and messages (SMS, emails) from Lexidy or collaborating agencies. These communications will aim to inform the Client about the status of their debt and manage its recovery

• Late Payment Interest: In the event that the Client fails to make the payment of the invoice within the established period, a late payment interest of 3%, or the maximum rate permitted by applicable law if lower, will be applied on the outstanding amount. This interest will be calculated as follows:
• Interest Calculation: The 3%, or the maximum rate permitted by applicable law if lower, interest will be applied to the total amount of the unpaid invoice. The calculation will be based on an annual rate and prorated for the days of delay in payment.
• Application Period: The interest will start to accrue from the day following the expiration of the agreed payment period and will continue until the date the full amount owed is paid.
• Payment of Interest: The Client must pay the amount of the late payment interest along with the payment of the principal debt. Lexidy will provide a detailed breakdown of the accrued interest in the communication regarding the status of the debt.