Terms & Conditions Lexidy Tech

Terms and Conditions

WORK TEAM

The rendering of the services offered herein will be led by our professionals at LEXIDY TECH SL, to the extent they prove to be necessary for the adequate performance of our tasks and depending on the nature and area of the assistance requested, it might be performed by third parties selected by LEXIDY TECH SL.

The services may include access to technology platforms, tools, or digital interfaces provided or managed by Lexidy Tech SL, in accordance with the specific terms set out in the engagement or applicable service description.

INVOICING

 
At the acceptance of our terms, payment of the proposed fees is required prior to the rendering of any service.

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

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.

Any financing or instalment arrangements offered by third‑party providers are entered into directly between the Client and such providers and shall not affect the Client’s payment obligations towards Lexidy.

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. Choosing instalments does not reduce this obligation, and any unpaid balance may be claimed directly from the Client.

For the avoidance of doubt, such third‑party costs and official fees shall in all cases be non‑refundable, irrespective of any refund of professional fees that may apply.

• 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, project, or service. Any specific refund or credit rights shall only apply where expressly set out in these Terms and Conditions or in the applicable engagement terms.

• 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.

ANTI-MONEY LAUNDERING

Lexidy complies with 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, to the extent these apply to the services provided.

In this context, Lexidy may be required to verify the identity of its clients and, where applicable, their beneficial owners and corporate structure. The Client agrees to provide accurate, complete, and up-to-date documentation confirming their identity and the lawful origin of funds and business activity prior to the commencement of any services. This may include personal identification documents, proof of professional activity, and corporate structure charts.

Lexidy may use secure electronic identification tools to carry out this verification and will retain relevant documentation for the legally required period.

In certain cases, Lexidy may be under legal obligation to report suspicious transactions to the competent anti-money laundering authority, without informing the Client. Lexidy may also suspend or terminate the provision of services where legally required or where doubts persist as to the identity or legitimacy of the Client’s activity. Lexidy shall not be liable for any delay, refusal, or loss arising from compliance with such obligations.

Services will not commence until the Know Your Client (KYC) process has been completed and verified. If the Client fails to complete KYC within fifteen (15) calendar days, Lexidy reserves the right to cancel the engagement and refund any prepaid amounts, subject to deduction of 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.

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, or in the use of the platform where applicable, 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.

• Third‑Party Technology and Service Providers: Certain services facilitated by Lexidy Tech, such as hosting, software tools, or integrations, may involve independent third‑party providers. Lexidy shall not be liable for any delay, error, unavailability, or performance failure exclusively attributable to such providers, provided Lexidy has exercised reasonable care in their selection and oversight. These services are governed by the third party’s own terms and conditions, and the Client is solely responsible for reviewing and accepting them before use.

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

The formation, validity, performance and interpretation of this Agreement or any of its revisions, modifications or amendments shall be governed in all respects and construed in accordance with Spanish Common Law (‘legislación Común Española’).

The place of jurisdiction shall be exclusively the city of Barcelona.

Any dispute, controversy or claim arising out of or relating to this Agreement or any of its revisions, modifications or amendments, including, but without being limited to, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted to mediation in accordance with the CEMICAB (Mediation Centre at the ICAB). The place of the mediation shall be Barcelona. The language to be used in the mediation shall be English.

If, and to the extent that, any dispute, controversy or claim has not been resolved pursuant to mediation within thirty (30) days of the commencement of mediation, it shall, upon the filing of a request for arbitration by either PARTY, be referred to and finally resolved by arbitration. 

Alternatively, if, prior to the expiration of such thirty (30) day period, one of the PARTIES does not participate or continue to participate in mediation, the dispute, controversy or claim shall be submitted to an arbitral tribunal for final resolution. 

The arbitral tribunal shall be composed of a sole arbitrator. The place of arbitration shall be Barcelona. The arbitration shall be carried out in accordance with the rules and procedures of the Arbitral Tribunal of the Bar Association of Barcelona (‘Tribunal Arbitral del Colegio de la Abogacía de Barcelona’, (‘TACAB’). The language to be used in the arbitration proceedings shall be Spanish.

CONFIDENTIALITY

• Professional Secrecy

Lexidy undertakes to treat all information received from the Client as strictly confidential and to handle such information with the highest level of care and discretion. This obligation shall remain in force even after the termination of the contractual relationship. All employees, consultants, and external collaborators of Lexidy are contractually bound to maintain the confidentiality of any information accessed during the performance of their duties. Disclosure shall only occur when required by law or by order of a competent authority, and in accordance with applicable data protection and contractual obligations.

Where services involve third-party collaborators (e.g., translators, relocation agents, insurance brokers), Lexidy will take reasonable steps to ensure confidentiality is maintained, but cannot guarantee third-party compliance. The Client agrees that Lexidy’s confidentiality obligations do not extend to external providers beyond Lexidy’s direct control.

• 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

LEXIDY TECH S.L. acts as the Data Controller for the purposes of Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR) and Organic Law 3/2018 of 5 December on Personal Data Protection and guarantee of digital rights (LOPDGDD), in relation to the personal data provided by the Client under this Agreement.

The Client (the “Data Subject”) is hereby informed of the following:

• Purpose of processing: The personal data will be processed for the purpose of delivering the professional, administrative, or coordination services covered by this Agreement, including services related to legal, compliance, relocation, or corporate support matters, as applicable.
• Legal basis: The processing is necessary for the performance of this contract or to take steps at the request of the Client prior to entering into a contract.
• Retention: Personal data will be retained for the duration of the contractual relationship and, once concluded, will be blocked for the legally established period to comply with regulatory obligations. Thereafter, it will be securely deleted.
• Data recipients: Data will not be shared with third parties, except where legally required, or with service providers (including, where applicable, collections agencies and legal service providers) acting as Data Processors on behalf of the Data Controller under appropriate contractual arrangements, or as independent data controllers where they determine their own purposes and means of processing in accordance with applicable data protection laws.
• Rights: The Client may exercise their rights of access, rectification, erasure, restriction of processing, objection, and data portability by contacting the Data Controller. The Client may also file a complaint with the Spanish Data Protection Authority (AEPD) at www.aepd.es if they believe their data protection rights have been violated.
• Contact details: To exercise any of the rights above, the Client may contact LEXIDY TECH S.L., at Avinguda Diagonal 442, 1-1, 08037 Barcelona, or by email at compliance@lexidy.com.
  
  

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, 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% will be applied on the outstanding amount. This interest will be calculated as follows:
• Interest Calculation: The 3% 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.