General Terms and Conditions

1. Parties to the Contract

1.1 FYNANCE LINK BUSINESS CONSULTING S.L., with Tax Identification Number B-55415434 (hereinafter “FYNANCE”) will provide the client (the “Client” and interchangeably, “You”) with the services contemplated in the Service Proposal with the professional diligence required in accordance with applicable professional standards.

The Service Proposal will be valid for fifteen (15) days following its issuance. Once this period has elapsed without due acceptance and signature by the Client, a new proposal must be issued or its renewal must be agreed in writing in advance.

In the event of acceptance and signature by the Client of the Service Proposal, it will have the legal nature of a Service Provision Contract (the “Contract”), of which these general contracting conditions also form an integral part.

1.2 FYNANCE will provide the services as an independent contractor, maintaining the hierarchical labor dependence of all professionals who participate in the performance of the work, being responsible at all times for their direction, their remuneration, and may not be considered in any case an employee, agent, partner or collaborator of the Client.

1.3 FYNANCE undertakes to carry out itself, with its own resources and without the possibility of any delegation to third parties, (unless previously authorized by the client) as many matters as are entrusted to it by this Client.

1.4 In those matters in which the intervention of third parties is necessary, such as Agencies, Accountants, Translators, Auditors of Accounts and/or similar, the Client expressly authorizes FYNANCE to designate the persons with whom it usually collaborates, the Client assuming the consideration of said services. FYNANCE will be solely responsible to the Client for the provision of its services and for compliance with the obligations arising from the contract.

1.5 FYNANCE will not be responsible for those business management decisions that, transcending what is strictly financial, may be taken by the Client, even if the Client adopts them based on the advice provided.

2. FYNANCE Advice

2.1 Any type of advice, information or documentation that FYNANCE provides to the Client in relation to the services provided will be exclusively for its internal use. The services that are usually provided to the Client are for specific assignments or projects, or for continued advice.

2.2 The Client will refrain from disclosing, outside its internal scope, the content of the reports or work carried out by FYNANCE.

3. Client Responsibilities

3.1 The Client will assign the supervision of the services to a qualified person and will be responsible for all management decisions adopted in relation to the services.

3.2 The Client will provide FYNANCE, immediately, with all the information, documentation, resources and assistance that are required for the provision of the services. All information provided by the Client or by third parties on its behalf (“Representatives”) is presumed to be complete in all its aspects. The provision of said information by the Client will not infringe any right of confidentiality, copyright or intellectual property, nor any other right of a third party. FYNANCE will base its work on the information and documentation provided by the Client or its Representatives and, unless expressly agreed otherwise, does not assume the obligation to verify its accuracy.

4. Limits to the provision of services

4.1 FYNANCE cannot guarantee the professional success of the actions it undertakes in representation of the Client because its result is not the exclusive competence of the professionals who provide the services, as other third parties intervene who may determine it. The provision of services by FYNANCE will be considered an obligation of means and not of result.

4.2 FYNANCE will not be liable to the Client for economic damages derived from indirect damages whose origin is caused by the services provided. The total and joint liability of FYNANCE to the Client and/or third-party beneficiaries of the services, for losses or damages of any nature related to the services provided, is limited to the amount of the professional fees received, except: (i) accreditation by the Client of fraud or gross negligence of FYNANCE; and, (ii) provided that the provision of the services has been carried out against the law or the applicable professional regulations.

4.3 The Client may not claim from FYNANCE, its partners, lawyers and employees any responsibility for acts or omissions of third-party professionals who have intervened in the provision of the services, except as provided in this section.

5. Industrial and Intellectual Property

5.1 FYNANCE will own all intellectual and industrial property rights that derive from the materials, documents, reports, writings, and/or on any others related to the services provided.

6. Confidentiality

6.1 Neither party may reveal to third parties the content of this contract or any information provided by the other party or on its behalf, which must be treated as confidential. Either party may, however, reveal said information in the event that it becomes public domain (provided that the public nature has not been voluntarily provided by either party), or when its disclosure is mandatory in compliance with the law or in the context of a judicial or administrative procedure.

6.2 Both parties state that, at all times, it will be reciprocally required that one party provide the other with as much information as is necessary for the proper completion of the tasks entrusted, without the confidential nature being a cause that makes the provision of the service impossible. Similarly, at all times, the collaboration and loyalty necessary for the fulfillment of the object of the contract will be maintained between FYNANCE and the Client, presiding at all times the business good faith of both parties.

6.3 Without prejudice to the foregoing, the Client authorizes FYNANCE to use, if necessary, the name of the Client, as well as a reference to the services provided, whenever it is necessary for its commercial activity.

7. Data protection

7.1 In compliance with the Personal Data Protection regulations and, mainly, with Regulation (EU) 2016/769 of the European Parliament and of the Council of April 27, 2016 regarding the protection of natural persons with regard to the processing of personal data and the free circulation of these data and repealing Directive 95/46/CE (“General Data Protection Regulation” or “GDPR”) and with Organic Law 3/2018, of December 5, on Personal Data Protection and guarantee of digital rights (LOPDGDD), FYNANCE, informs the Client that their personal data and the data of the contact persons linked to the provision of the services will be processed for the purpose of carrying out the necessary management for the provision of FYNANCE services and for the purposes that are relevant, including billing, collection and income management, accounting and economic-administrative management.

Similarly, the Client’s personal data may be processed for the purpose of sending promotional communications about services similar to those contracted, which may be of interest to the Client, by virtue of article 21.2 of Law 34/2002, of July 11, on services of the information society and electronic commerce (“LSSI-CE”), giving you the opportunity to unsubscribe in any of the electronic communications that are sent to you.

The legal basis for legitimizing the treatment is, in general, the execution of the signed service provision contract (article 6.1. b of the GDPR), the legitimate interest of the controller (6.1.f of the GDPR) and, where appropriate, the consent of the interested party (6.1. a of the GDPR), when expressly required.

The Client is informed that their data will be processed during the development of the contractual relationship and as long as they are necessary for the purpose that justifies the treatment. Likewise, they may be kept for the time necessary in accordance with the provisions of the regulations on money laundering when this is applicable, in the terms of article 32 of the LOPDGDD.

Your personal data will not be communicated to third parties nor will international data transfers be carried out, unless it is necessary for the fulfillment of this contract or legal obligations applicable to FYNANCE. The foregoing is understood without prejudice to the possibility that FYNANCE contracts with third-party providers that offer adequate guarantees, according to the law, and that could access the Client’s personal data for the correct provision of the contracted services.

Finally, the Client is informed that they may exercise, at any time, the rights of access, rectification, deletion, limitation of treatment, data portability and opposition, by sending a written communication to the following email address info@fynance.es, including the reference «Exercise Rights» and accompanying your request, if necessary, a copy of your national identity document or equivalent identification document (passport, DNI or NIE). In case of not considering your personal rights duly attended to, you may file a claim with the competent control authority, in this case, the Spanish Data Protection Agency.

7.2 When it is necessary for the provision of the service that FYNANCE processes personal data under the responsibility of the Client, FYNANCE, as the Data Processor, will carry out the processing limiting itself to what is necessary for the development of the provision and will not use or apply said data for a purpose other than the provision of said service. In this area, FYNANCE undertakes to respect all the obligations that may correspond to it in accordance with the regulations on the matter, specifically, the provisions of article 28 of the GDPR and other development regulations, and to follow the instructions that the Client, as data controller, transfers to it in this regard. The planned data processing, the type of data and the category of interested parties concerned by the processing are those directly related and necessary for the correct development of the provision of services.

For these purposes, FYNANCE undertakes to treat the information or data that is provided or accessed by virtue of this provision, with the appropriate security conditions that are pertinent in each case in coherence with the provisions of article 32 of the GDPR.

Likewise, FYNANCE undertakes to keep under its control and custody all the data that you provide us, and not to disclose, transfer, or in any way communicate or transfer them to third parties, not even for their conservation, to other people, unless said communication is made in favor of natural or legal persons that contribute to the provision of the services initially agreed between the parties. In any case and unless expressly indicated otherwise, the Client authorizes FYNANCE to subcontract third parties, as support in the execution of the services offered to the Client, if necessary. In any case, when FYNANCE uses a subcontractor on behalf of the Client, the obligations stipulated in this document will be imposed on the subcontractor in terms of data protection.

Similarly, FYNANCE will only allow access to the Client’s personal data to those employees who need to know them for the provision of the contracted services, obliging them to inform their staff and collaborators, whether internal or external, of the obligations arising from this clause and those relating to the processing of personal data and guarantees that the persons authorized to process personal data have committed to respect their commitment to confidentiality.

FYNANCE undertakes not to carry out international transfers of personal data to which it has had access as a consequence of the provision of the contracted service.

Once the provision of services agreed between FYNANCE and the Client has ended, which justifies access to personal data for which the Client is responsible, the personal data processed by FYNANCE will be destroyed or returned, at the Client’s choice, as well as any support or document in which there is any personal data subject to treatment, unless the conservation of personal data is required by virtue of the applicable regulations. Thus, the Client will have the right to carry out the verification of said compliance.

FYNANCE, in its capacity as Data Processor, will reasonably assist and provide the Client with support in complying with its legal obligations in terms of data protection and in this regard, undertakes to:

• Help the controller to guarantee compliance with the obligations established in articles 32 to 36 of the GDPR, taking into account the nature of the treatment and the information available to the Processor in the framework of the provision of services.
• Assist the Controller, taking into account the nature of the treatment, through appropriate technical and organizational measures, whenever possible, so that it can comply with its obligation to respond to requests that have the object of exercising the rights of the interested parties established in the current regulations (access, rectification, deletion, limitation of treatment, data portability, opposition, not to be subject to automated individual decisions (including the elaboration of profiles). It will not correspond to FYNANCE to attend to the requests on behalf of the Client, limiting itself to assisting him in his capacity as data processor on his behalf, and without in any case it can be considered an obligation of specialized advice in the matter.
• Notify the controller without undue delay of the security breaches of the personal data of the interested parties of which it is aware, when the security breach affects personal data processed on behalf of the Client. The foregoing is articulated as a mechanism of help and assistance to the controller for the purposes of being able to comply with its respective legal obligations contained in articles 33 and 34 of the GDPR, and without in any case it can be considered an obligation of specialized advice in the matter.

FYNANCE, as data processor, will only be liable for damages caused by the processing when it has not complied with the obligations of the GDPR specifically addressed to the processors or has acted outside or against the legal instructions of the data controller. In any case, the Data Processor will be exempt from liability under article 82.2 of the GDPR if it demonstrates that it is in no way responsible for the fact that caused the damages.

For its part, the Client undertakes to:

• Allow FYNANCE access to the data and personal information that proceeds in order to adequately provide the services to which the Contract refers.
• Comply with all the obligations that are applicable to it according to the current regulations on data protection.
• Transmit to FYNANCE the documented instructions on the processing of personal data carried out in the framework of the processing carried out as manager on behalf of the Client.

8. Professional fees and expenses

8.1 The Client will pay the professional fees and specific expenses that derive from the services provided by FYNANCE, as detailed in the applicable Service Proposal. Likewise, the Client will reimburse the expenses incurred by FYNANCE for the provision of the same as reflected in the Service Proposal. The fees provided by FYNANCE do not include taxes or similar charges, accrued in relation to the provision of services, which will be assumed by the Client.

8.2 The Client must make the payment within three (3) calendar days following the date of issue of the invoices, unless another payment term is stated in the Service Proposal. The payment method will be by bank transfer to the bank account that appears on the invoice sent to the Client by email, and in the absence of this by ordinary mail. Additionally, with prior authorization from the Client, FYNANCE may direct debit the professional fees to the Client’s current account.

8.3 When FYNANCE provides recurring services billed through a retainer or block of hours system, it will issue the corresponding invoice for the services rendered on the 25th of each month. Temporary monitoring discounts (6 or 12 months) applied according to the Service Proposal will be deducted from recurring invoices starting from the first month. If the Client decides to terminate the services provided before the end of the monitoring period established in the Service Proposal, FYNANCE will adjust the hourly rate to exclude the discount by issuing an invoice equivalent to the discount accrued from the beginning of the service provision until its termination.

8.4 FYNANCE may invoice additional fees: (i) when events occur beyond its control (including actions or omissions by the Client) that affect the provision of services in the manner and timeframe initially agreed; (ii) when bank charges are incurred due to returned direct debits and/or transfers, interest, and any type of bank charge derived from the payment of the service; or (iii) if the Client requests the provision of additional services. In the latter case, FYNANCE may issue the Client a brief description of the professional assignment along with an estimate of its fees and any other condition it deems necessary, electronically, without the need to sign an additional service proposal.

8.5 In the absence of payment, it is expressly agreed that the interest generated by the debt, from the moment the payment should have been made, will be calculated based on Law 3/2004, of December 29, which establishes measures to combat late payment in commercial transactions. If FYNANCE makes a payment request after the issuance and sending of the invoice, the Client must pay the collection costs, which will not be less than 5% of the debt. In the case of a temporary monitoring service, non-payment of an invoice for more than 20 days will result in the cancellation of said service, and the terms described in section 8.3 will apply.

8.6 FYNANCE may request the Client to make a deposit to cover expenses, including but not limited to fees, taxes, disbursements, and registry notes.

9. Term and termination

9.1 The contract will apply to all services that FYNANCE provides to the Client, including those initiated prior to the signing of the Service Proposal.

9.2 The contract will terminate upon completion of the contracted services listed in the Service Proposal or, where applicable, those agreed with the Client. For recurring services, the duration will be as stated in the Service Proposal. FYNANCE may terminate the contract early and without prior notice by notifying the Client in writing. The Client may terminate the contract early by notifying FYNANCE at least 30 days in advance. In the absence of communication and in the case of recurring services, the contract will be automatically extended for the period indicated in the Service Proposal.

9.3 A delay in the payment of invoices (derived from recurring or specific services) will entitle FYNANCE to terminate the contract early and demand the payment of the agreed fees in accordance with the provisions of clauses 8.3, 8.4, and 8.6. Likewise, the lack of payment of any expense will entitle FYNANCE to terminate the contract early.

9.4 In the case provided for in point 9.3 relating to the provision of recurring services, FYNANCE will send the Client a proposal that includes a list of pending matters and disputes. In the absence of express acceptance by the Client within the period indicated in the proposal, FYNANCE will be entitled to notify Courts, Tribunals, other parties, and Lawyers of other parties that it is no longer responsible for handling said matters. FYNANCE will continue to process them until the period indicated in the proposal has elapsed.

9.5 The Client accepts an express penalty equivalent to the last invoice issued by FYNANCE for regular service provision, whether monthly, weekly, or annual, in the event of early termination by the Client without the 30-day notice stipulated in clause 9.2. The Client must pay the fees derived from the services provided up to the date of termination, as well as the expenses incurred.

10. Prevention of money laundering

10.1 In compliance with current regulations on the Prevention of Money Laundering and the Financing of Terrorism, FYNANCE communicates that, as a subject obliged according to Law 10/2010, of April 28, it may require the client, and the client agrees to provide, where appropriate, all the information for due diligence in the business relationship, in accordance with the internal control measures adopted by FYNANCE. The client is informed of FYNANCE’s obligation to transfer client data to the competent authorities when required, or in strict compliance with the regulations in this matter.

11. Information obligations in the field of taxation in relation to cross-border mechanisms subject to communication

Both parties are aware of FYNANCE’s obligations in relation to Council Directive 2018/822, of May 25, 2018, which amends Directive 2011/16 as regards the automatic and mandatory exchange of information in the field of taxation in relation to cross-border mechanisms subject to information communication, known as “DAC 6” and transposed by Law 10/2020, of December 29, in turn developed by Royal Decree 243/2021, of April 6, and Order HAC/342/2021, of April 12, and the Resolution of April 8, 2021, of the Tax Management Department of the AEAT, and the absence of any impediment to compliance therewith.

In particular, if the services to be provided by FYNANCE consist of advice relating to the design, marketing, organization, making available for execution, or management of the execution of a cross-border mechanism as defined in the DAC 6 Directive, said advice will be provided for the sole purpose of evaluating the suitability of said mechanism to the applicable regulations.

Without prejudice to the provisions of Section 6 of these General Conditions, the agreed confidentiality will in no case entail the requirement for FYNANCE to refrain from disclosing to other intermediaries or tax authorities the way in which a potential cross-border mechanism reportable under the terms of the DAC 6 Directive could provide the client with a tax advantage.

12. Applicable Law and Dispute Resolution

12.1 The Service Proposal, these general contracting conditions, and the non-contractual obligations derived therefrom, will be governed by Spanish laws.

12.2 Any dispute relating to the contract will be subject to the exclusive jurisdiction of the Courts and Tribunals of the capital city where the office from which most of the services were provided is located.

12.3 Both parties agree that FYNANCE will not have to limit the provision of its professional services with respect to any third party, and may even provide equal or similar services to other companies in the Client’s sector, provided that it does not breach its deontological obligations.

13. Assignment of the Contract

Neither party may assign the rights or obligations derived from the contract.

14. Final stipulations

14.1 The illegality, nullity, or invalidity of a clause of the Contract (in whole or in part) will not affect the validity of the rest.

14.2 These General Contracting Conditions and the Service Proposal constitute the entire agreement between the parties in relation to the services and with the rest of the matters object thereof, and replaces all prior agreements and manifestations in relation thereto.

14.3 The parties may formalize the Service Proposal and the modifications thereto, which must be made in writing, through electronic means, and each of the parties may require the other to sign an independent copy and in physical format of these documents.

14.4 The parties declare that the persons signing the Service Proposal are duly authorized for these purposes.