Last updated: September 2025
1. Professional relationship
1.1. All professional assignments to any CMS Albiñana & Suárez de Lezo lawyer or to CMS Albiñana & Suárez de Lezo are considered exclusively assigned to Albiñana & Suárez de Lezo, S.L.P. (the "Firm"), even when under the explicit or tacit intention for such assignments to be carried out by a particular lawyer.
2. Professional services
2.1. The Firm exclusively provides professional legal services and its only participation in the business of its clients is the provision of legal advice.
2.2. The aforementioned services shall be provided for the exclusive benefit of the client.
2.3. The client is obliged to cooperate as required for the successful execution of the assignment.
2.4. The Firm only advises on common or regional Spanish law and EU law. Thus, any mention of foreign legal systems may not be considered as a legal opinion provided by the Firm.
3. Collaboration with other CMS Firms
Except where expressly forbidden by the client, the Firm may use the services of other CMS Firms in the event of a requirement to apply foreign or EU legislation to the assignment for the correct resolution thereof. In such cases, the client shall assume the cost of the services as agreed and, additionally, as established in these General Conditions.
4. Fees and expenses
4.1. The cost of the services provided by the Firm includes fees, expenses and, where applicable, advance payments.
4.2. Unless expressly agreed otherwise, and without prejudice to clause 4.4 herein, the fees shall be calculated based on the time spent by the professionals involved in the matter, applying each of their hourly rates. Additionally, the Firm may take other factors into account such as the importance, complexity and urgency of the assignments, night working or working on public holidays.
4.3. The hourly rate for each professional shall be calculated based on their experience or expertise and shall be subject to periodic review. Moreover, information concerning the hourly rates of all lawyers involved in the matter shall be available to the client throughout each assignment.
4.4. Fees for judicial proceedings shall be calculated in accordance with the criteria approved by the respective Bar Association.
4.5. The client is obliged to reimburse the Firm for all expenses incurred in the execution of the assignment, proof of which shall be duly provided upon the client's request.
5. Provision of funds and billing
5.1. Unless expressly agreed otherwise, the Firm may request a provision of funds prior to rendering its services. Such provision of funds shall be used to cover the fees, expenses and advance payments for the assignment.
5.2. Unless agreed otherwise, the fees and expenses incurred shall be charged on a monthly basis.
5.3. All payments shall be due within a maximum of 30 days and paid via bank deposit.
5.4. If the provision of funds or invoices are not paid within the established time limit, interest shall accrue from the end of such period in the amount established by Law 3/2004, of 29 December. If the Firm is compelled to issue a payment request in view of the unpaid invoice, a collection charge (which under no circumstances shall be less than 5% of the invoiced amount) must also be paid.
6. Suspension of services
If any provision of funds or invoices are not paid within the prescribed time, the Firm shall be entitled to cancel all services upon prior notice to the client. In such cases, the Firm shall not be liable for any damages suffered.
Clause 7: Liability
7.1. Albiñana & Suárez de Lezo, S.L.P. has taken a civil liability insurance that covers, with certain limitations, the risk of liability to the client.
7.2. Notwithstanding the provisions of the following paragraph, the parties agree to limit the liability of Albiñana & Suárez de Lezo, S.L.P. and its Partners, Solicitors and employees who have been involved in the matter, to cases of wilful misconduct or gross negligence. In addition, a maximum quantitative limitation of liability is agreed upon, totalling 10 million euros per client.
7.3. Except in cases of wilful misconduct, the client waives the right to hold the Partners, Solicitors and employees of the Firm directly liable, and shall limit their claim to Albiñana & Suárez de Lezo, S.L.P. This is without prejudice to any action that the Firm may take against the party responsible for the damage or harm.
7.4. The client is aware that the services offered by the Firm are limited to legal advice. When, exceptionally, the client requests the Firm to represent them in any act, business or contract, including in the conduct of negotiations, this shall necessarily imply the waiver of any claim against Albiñana & Suárez de Lezo, S.L.P. or its Partners, Solicitors and employees for the actions carried out in said representation.
7.5. Unless expressly agreed otherwise, the Firm's professional services shall be understood to be contracted for the exclusive use of the client in the matter consulted and for the agreed purpose. No liability may be claimed for any use of such services by third parties or for other uses not expressly authorised by the Firm.
7.6. Albiñana & Suárez de Lezo, S.L.P. assumes no obligation in relation to the verification of the adequacy and authenticity of the information provided to it by the client.
7.7. Any claim for liability against Albiñana & Suárez de Lezo, S.L.P., or its Partners, Solicitors and employees, whatever its nature, must be submitted within a preclusive period of one year from the date on which the event giving rise to the claim occurred, it being understood that the client waives the right to bring an action for liability if this is not done.
7.8. If the damage or harm is caused by the professional actions of other members of CMS or third parties hired by the Firm on behalf of or for the account of the client, with the latter's knowledge and express or tacit approval, the client undertakes to accept the limitation of liability clauses established by said members of CMS or third parties. No claim may be made against Albiñana & Suárez de Lezo, S.L.P. or its Partners, Solicitors and employees for any acts or omissions of the aforementioned persons.
7.9. This clause may also be invoked by the Partners, Solicitors and employees of the Firm, as well as by the insurance company.
8. Money laundering
The client is obliged to assist in complying with the legislation on money laundering and to provide all relevant information to the Firm pursuant to such laws.
9. Data protection
9.1. In general, the Firm will not need to get access to the client's personal data files for the purposes of rendering its services.
9.2. The personal data of employees, agents or collaborators that the client communicates to the Firm, if applicable, will be limited only and exclusively to those strictly necessary for the Firm to provide its services or to apply pre-contractual measures, and will only be used by the Firm for as long as it maintains a pre-contractual or contractual relationship with the client, and, subsequently, where necessary for the satisfaction of a legal obligation or a legitimate interest of the Firm or of a third party, such as, for example, the defence against a claim. It is the client's responsibility to provide the data subjects with the compulsory information referred to in article 13 of the General Data Protection Regulation before communicating any data to the Firm.
9.3. CMS Albiñana & Suárez de Lezo as data controller:
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC ("General Data Protection Regulation", or the "GDPR") and the Spanish Constitutional Act 3/2018 of 5 December on the Protection of Personal Data and Guarantee of Digital Rights ("Ley Orgánica de Protección de Datos Personales y Garantía de los Derechos Digitales", or the "LOPDGDD"), Albiñana & Suárez de Lezo, S.L.P. (hereinafter the "controller" or "CMS Albiñana & Suárez de Lezo"), with registered office at Paseo de Recoletos 7-9, 28004 Madrid, wishes to inform you that the personal data you have provided to us will be processed for the following purposes and on the following legal grounds: (a) to prepare the fee proposal based on pre-contractual measures in line with your request; (b) to draw up and perform the agreement following acceptance of the proposal, taking into account the performance of the agreement to which you are a party or the fulfilment of the legal obligations applicable to the data controller; and (c) the economic, accounting, tax and administrative management of the contractual relationship based on the performance of the agreement to which you are a party or the fulfilment of the legal obligations applicable to the data controller.
Should you undertake our services, we may send you information about our work and legal publications via email or other means of electronic communication. You may choose not to receive these communications at any time by following the procedure outlined in the electronic correspondence we send.
Where necessary for the provision of the services rendered by CMS Albiñana & Suárez de Lezo, the client shall ensure that they are fully authorised to provide personal data to CMS Albiñana & Suárez de Lezo and that the data subjects have been duly informed of the terms of this section.
Where required based on the legal services you request from us, your personal data may be passed to other firms belonging to the CMS network (details at www.cms.law), including those located in territories (such as the US) which do not offer the same level of protection as in the European Union. The purpose of such data transfer is to enhance our services, avoid conflicts of interest and enable coordination between CMS firms. Moreover, we may use services rendered by providers based in the US with whom we have undertaken the relevant guarantees. In such case, please feel free to request further information on the guarantees in place. The legal grounds for the transfer of data are underpinned by the firm and/or other CMS firms' legitimate interests under the terms indicated above. Your personal data will not be passed to third parties unless required for the provision of the services undertaken or the fulfilment of legal obligations.
Your personal data will be processed for as long as necessary for the provision of the services undertaken and duly blocked prior to erasure, except where made available to the relevant authorities in view of a claim for potential liability stemming from processing during the statute of limitations period.
Data subjects may exercise their right of access, right to rectification, right to erasure, right to restrict processing, right to data portability, right to object and the safeguards concerning automated individual decisions by sending a written request with a copy of their identification document or any other valid document proving their identity to CMS Albiñana & Suárez de Lezo, Paseo de Recoletos 7-9, 28004 Madrid or by email to dpo@cms-asl.com. You may also file a claim with the Spanish Data Protection Agency (www.aepd.es).
9.4. CMS Albiñana & Suárez de Lezo as data processor:
Where CMS Albiñana & Suárez de Lezo acts as the processor, concerning the personal data (the "Data") processed in fulfilment of its obligations on the back of the following stipulations, the firm shall:
9.4.1. Process such Data exclusively pursuant to the written instructions of the controller so as to fulfil its obligations under these stipulations, at the same time as ensuring that its employees and those of its subcontractors process the Data following said instructions, unless prescribed otherwise by law. The processor shall inform the controller immediately should the former become aware of or believe that any of the controller's instructions relating to the information or documents requested to fulfil its audit-based obligations infringe the applicable legislation.
9.4.2. Ensure that its employees and those of its subcontractors authorised to process the Data are subject to non-disclosure obligations.
9.4.3. Where applicable, appoint a data protection officer and provide the controller with their personal and contact details.
9.4.4. Implement the measures outlined as obligations applicable to the processor under Article 32 of the GDPR to guarantee the appropriate level of security of the Data.
9.4.5. Assist the controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to the processor.
9.4.6. Notify the controller without undue delay upon becoming aware of any security violations relating to the Data it processes, including all relevant information for the incident to be documented and disclosed.
9.4.7. Notify the controller in writing without undue delay and within a maximum of five (5) working days of (i) claims filed by the data subjects relating to the exercising of rights, revoking of consent and similar actions, as well as (ii) complaints relating to the processing of the Data, such as the infringement of rights. The processor will not respond to said requests unless specifically authorised in writing to do so by the controller. In any event, the processor shall work alongside the controller on the actions to be taken to manage and respond to the requests.
9.4.8. Upon written request from the controller, and where technically viable:
- Securely destroy the Data (including all copies thereof); or
- Return the Data (including all copies thereof) to the controller in the requested format (at the controller's expense), guaranteeing the integrity of the Data. The processor may retain a copy of the Data where required under the applicable laws or its own retention policy.
9.4.9. Make available to the controller all information necessary to demonstrate the fulfilment of its obligations, as well as for the purposes of audits or inspections carried out by the controller or other authorised auditors.
The controller may visit the processor's offices following a prior notice period of 10 (ten) working days in order to carry out the checks and audits deemed pertinent to ensure that data protection regulations are being observed. Audits may be performed once a year.
9.4.10. Not process or transfer the Data outside of the European Economic Area (or outside of any country which the European Commission deems appropriate under Directive 95/46/EC or the GDPR) without written consent from the controller and without having implemented sufficient protection of the Data to enable the controller and processor to fulfil their obligations under the GDPR.
9.4.11. Notify the controller without undue delay that the processor has become aware of a security violation affecting the Data.
10. Nondisclosure and publicity
10.1 The Firm is obliged to keep any undertaken action confidential.
10.2 The Firm may name its clients, as well as the industry, sector or area of expertise in which advice is given, in commercial presentations and promotional activities, unless expressly prohibited by the client.
10.3 Moreover, the Firm may mention the client’s name as well as the matter and amount thereof in commercial presentations and promotional activities following conclusion of the assignment, provided that:
a) The information is not deemed to be personal data, and
b) Either the client has expressly authorised the disclosure of the information or the information has already been published in the media with the client’s consent.
11. Storage of documents
11.1 In general, the client shall not provide original documents to the Firm unless it is essential and without the need for an explicit request.
11.2 The client irrevocably authorises the Firm to keep a copy of the documents provided, even following termination of the contractual relationship, for a term of up to ten years from delivery of the documents or from when they cease to be of use.
11.3 Following conclusion of the assignment, the Firm reserves the right to destroy copies of the documents at any time.
12. Language
These General Conditions are also available in Spanish, French and German. In the event of a dispute, the Spanish version shall prevail.
13. Enforceable law and jurisdiction
13.1 The legal relationship between the Firm and its clients shall be subject to Spanish Common Law.
13.2 Any dispute between the Firm and a client shall be exclusively subject to the jurisdiction of the Spanish courts.
