BOOKGEST SOLUTIONS, S.L. (hereinafter, “BookGest”), with tax ID (NIF) B85123701 and registered office at Passeig de Gràcia, 103 – 08008 Barcelona (Barcelona), is a company registered in the Commercial Register, folio 5, sheet B-166472.
These general terms and conditions may be modified where specific contractual terms are agreed between the Client and BookGest; in such case, the specific terms shall prevail over the general terms to the extent that they modify them.
2.1. The management of and responsibility for each matter or client lies with a partner, who will be in charge of keeping the Client informed of the progress of the work entrusted. The responsible partner will address any questions the Client may raise regarding the organisation and quality of the services provided.
2.2. The partner will determine the team that will work on the matter in order to achieve maximum effectiveness in carrying out the engagement. Likewise, the responsible partner may, at the Client’s request or where necessary or advisable for the better provision of the service, change the assignment of professionals, and will inform the Client immediately.
3.1. BookGest is a company with offices in Barcelona that advises a large number of companies, individuals and public bodies, both domestic and foreign. It is possible that, during the provision of the services entrusted, one of our clients – past, present or future – may enter into negotiations or disputes with the Client. By signing these general terms and conditions, the Client agrees that BookGest may advise – or continue to advise – past, present or future clients in the future on any type of matter, including litigation, even where the interests of those clients in such matters may be contrary to those of the Client. However, if, as a result of the services provided to the Client, BookGest has obtained confidential information from the Client which, if known to another client, could be used in another matter to the detriment of the Client’s interests, BookGest will set up an information barrier (firewall) to prevent the professionals handling the matters of such other clients from becoming aware of it.
3.2. BookGest’s Client shall be the person, company or entity that requests its services; its relatives, subsidiaries, investee or associated companies, executives, directors, shareholders or employees shall not be considered Clients, unless expressly agreed otherwise.
4.1. The proper provision of advice requires the Client to provide the professional in charge of the matter – at the time the information or documentation arises or becomes known – with all information and documentation relevant to the advice and defence.
4.2. Professional services are provided on the basis of the documentary or verbal information supplied by the Client. BookGest assumes that such information is true and complete and therefore does not undertake to carry out additional investigations or enquiries regarding the facts relevant to the performance of its services, except as may be expressly agreed in the specific terms.
4.3. Documents and correspondence relating to the Client or to the matter entrusted may be sent and received by unencrypted e-mail via the Internet, except for documentation or information that the Client or the professional classifies as strictly confidential, for the transmission of which the secure means and procedures provided by BookGest for such cases, or required by the Client, will be used.
4.4. It is the Client’s responsibility to exercise the necessary diligence to provide access to, or ensure the delivery of, all documentation and information requested by BookGest at the beginning of and during the performance of the agreed services. The Client shall provide such information or documentation sufficiently in advance, as is appropriate and reasonable given the nature of those services; this obligation is particularly important for services that must be completed within a time limit by virtue of a legal mandate, an administrative provision or a provision of any other rank.
5.1. BookGest will keep the documentation relating to a given matter until its completion or until, for whatever reason, it ceases to represent the Client; without prejudice, in both cases, to the custody and filing obligations imposed by law.
5.2. BookGest reserves the right to destroy files and documents relating to the matters entrusted to it once a period of 6 years has elapsed from the date on which its advice ended.
6.1. BookGest and its professionals are subject to the usual commitments of any professional towards their client, including the duty of discretion and confidentiality, subject to the exceptions, if any, established by applicable law.
6.2. A basic principle in this area is the obligation of every professional to keep secret any confidential information transmitted by their client that relates to the client itself or to third parties in the context of the matters entrusted by the Client, and that is not public. This confidentiality obligation exists only towards the Client and cannot be claimed to extend to other related entities or subsidiaries, or to the Client’s shareholders, partners, managers, employees or relatives. This obligation is not limited in time and extends not only to BookGest or the professional in charge of the matter, but also to its employees and collaborators.
6.3. The duty of confidentiality prevents BookGest and its professionals from disclosing to the Client any information relating to another client – past, present or future – of which they have or may have become aware in the course of their professional relationship with that other client.
6.4. The advice provided by BookGest is solely for the Client, in whose interest it is provided, and may not be used for any other matter or by third parties, or by other companies or persons of the same group other than the one to which the advice is specifically provided.
6.5. Unless otherwise indicated, the Client authorises BookGest to disclose its involvement in the matter if the matter is of public or legal interest. This does not authorise BookGest to disclose information relating to the matter, which shall in any case remain confidential. BookGest may include documentation reflecting its advice in its internal document databases, while in all cases preserving the duty of confidentiality.
7.1. BookGest and its professionals undertake to provide advice with the highest level of quality and professional diligence that can reasonably be expected in the circumstances of each case. Under no circumstances is any outcome guaranteed.
7.2. BookGest and its employees undertake to defend the Client’s interests to the best of their ability, even where they conflict with their own interests, those of a colleague or those of the profession in general.
7.3. The employee responsible for the matter will act independently and will not be obliged to accept or follow instructions from the Client that may affect their professional judgement.
8.1. Professional fees are calculated on the basis of the time spent by the professionals working on the matter, and according to its complexity and urgency.
8.2. Each professional is assigned an hourly rate according to their professional category and experience. The hourly rates and the category of each professional may be reviewed – and applied – by BookGest at least once every calendar year.
8.3. Fee estimates do not include Value Added Tax (VAT), which shall be added at the rate in force in each case.
8.4. An order for costs against the opposing party in litigation does not release the Client from its obligation to pay the fees and expenses invoiced by BookGest.
8.5. If, subsequently or during the provision of the services, the Client requests BookGest’s involvement in another professional matter, a separate quotation will be provided for it.
8.6. In the case of recurring advisory services, the fees agreed with the client will be updated automatically in line with the Consumer Price Index at the beginning of each calendar year of the service agreement with the Client.
9.1. External expenses arising from the work entrusted – such as travel, transport, couriers, accommodation, meals, translations, external collaborators, creation of databases or electronic files of case documentation, etc. – will be itemised in the professional fees invoice itself or in a separate invoice. Administrative cost charges derive from our firm’s general overheads that are not directly linked to the provision of specific services to each client (such as infrastructure costs, utilities, materials or other expenses that are difficult or impossible to attribute directly to each individual client).
9.2. The Client shall be responsible for engaging the court representative (Procurador), arbitrator or mediator, as well as any investigator, expert or expert witness who must take part in the proceedings entrusted to BookGest. Their fees, tariffs or charges shall be independent of those of BookGest and shall be paid directly by the Client.
9.3. Disbursements or payments made on behalf of the Client – such as notaries, registries, court representatives, court fees or other charges, investigators, agents, notices in the press and official gazettes, taxes – that accrue for a given piece of work may be paid by BookGest once the corresponding advance of funds has been received. Otherwise, the preceding clause shall apply.
9.4. All expenses and disbursements are (where required by law) subject to VAT, which shall be payable by the client.
10.1. Professional fees and expenses incurred are invoiced monthly within the first 15 calendar days of each month.
10.2. Invoices must be paid in full within 30 calendar days of the date of issue.
10.3. As provided by law, BookGest reserves the right to charge late-payment interest in the event of non-payment or unjustified delay.
10.4. Fee notes and invoices shall be paid in the currency in which they are denominated, unless otherwise agreed in advance with the Client. BookGest reserves the right to request payment of any cost incurred in converting the payment into that currency.
10.5. All bank charges and fees related to the payment of fee notes shall be borne by the Client where the Client imposes a specific payment procedure.
10.6. If BookGest holds, or has at its disposal, money belonging to the Client, on deposit or for any other reason, BookGest may apply such money to the payment of amounts owed to it by the Client, unless otherwise agreed. BookGest will always notify the Client before doing so.
11.1. BookGest reserves the right to suspend the work entrusted to it if the Client fails to pay its fee notes or invoices within the established period, in compliance with applicable law. This suspension may also apply to any of the matters that the Client, its relatives, executives, parent company, subsidiaries, investee or associated companies have entrusted to BookGest, until all outstanding debts have been settled. Once more than one month has elapsed since the suspension of work, BookGest may definitively withdraw from representing the Client and initiate a claim for payment of the fee notes.
11.2. In no case shall the suspension of the service entail a loss of rights for the Client before the cessation of activity and, where appropriate, the acting professional shall notify the Courts, Tribunals and other bodies before which proceedings are being conducted and, in any event, no later than twenty days before any scheduled trials or hearings.
12.1. Subject to prior settlement and payment of the corresponding amounts accrued and outstanding, the Client may terminate the professional relationship with BookGest without needing to state any reason for its decision.
12.2. BookGest may withdraw from representing a client in any case where the client’s conduct or ethical principles conflict with those followed by BookGest, without prejudice to taking the necessary precautions to safeguard the Client’s rights and interests, and to its right to settle the fees for services provided up to that time.
13.1. BookGest undertakes to use any personal data it may access in the course of providing the specific business support service entrusted to it exclusively for that service, in accordance with the Client’s instructions and always in compliance with current data protection regulations. BookGest will not disclose such data to third parties, unless strictly necessary due to a legal obligation, for the defence of the Client’s interests, or with the Client’s prior authorisation. BookGest will stop processing such data once it is no longer necessary for the provision of the services entrusted and, upon simple request by the Client, will return or destroy the documentation obtained and generated in the context of the service that contains personal data, and in the meantime will protect it with the appropriate security measures established in data protection regulations. In this regard, where BookGest is considered a processor of the Client’s data, BookGest will sign a data processing agreement with the Client containing the provisions set out at this link: https://www.bookgest.es/politica-de-privacidad/ .
13.2. Your personal data will also be used to send you promotional information about our activities, products and services. The use of your data for promotional purposes is fully authorised by current regulations, as these are commercial communications relating to BOOKGEST services in the field of business support services, and are similar in nature to those giving rise to the relationship between BOOKGEST and you, or between BOOKGEST and the organisation you work with. You may request, now or at any later time, that we stop sending you commercial communications from our firm by submitting a request exercising your right to object to the following e-mail address: protecciondatos@bgestsolutions.com.
13.3. The rights of access, rectification, erasure and objection may be exercised by sending a request to the above e-mail address, or to BookGest, Passeig de Gràcia, 103, 08008 Barcelona.
13.4. For more information on the processing of your personal data, or on how and where you can file any complaints you consider appropriate regarding the processing of your data, please see our Privacy Policy at https://bgestsolutions.com/politica-de-privacidad.
14.1. Current legislation considers tax advisers and accountants, among others, to be obliged entities required to cooperate in the prevention of money laundering. In compliance with these regulations, BookGest is subject – among other obligations – to the strict requirement to identify its clients, which may require it to request information and documentation proving the identity of the ultimate clients or to carry out searches in appropriate databases. Failure to obtain such documentation and/or information within a reasonable time, when requested, may result in BookGest not accepting the engagement.
15.1. BookGest may provide the Client with the names of other professionals to advise it on a specific matter or issue. In no case of recommendation shall BookGest accept any liability for the performance, reputation or capability of the recommended person or firm, nor shall it supervise or control the work they carry out.
BookGest shall under no circumstances receive fees or commissions paid by the recommended firm or person.
16.1. BookGest shall be liable, within the limits provided by law, for any damage and loss that may be caused to the Client and that is attributable to BookGest or its professionals, where they have acted with wilful misconduct or gross negligence.
16.2. The liability of BookGest or its professionals for any damage caused shall be limited as follows:
16.2.1. The damage and loss for which BookGest or its professionals shall be liable are those that are the direct consequence of an event foreseen or foreseeable at the time of acceptance of the corresponding proposal of services and fees, and that are attributable to BookGest or its professionals.
16.2.2. The amount of compensation shall be that of the proven damage and loss referred to in the previous point, up to a maximum of: (i) three times the amount of the fees received by BookGest for the service contracted, in the case of one-off or specific advice lasting less than one year; or (ii) the fees received by BookGest for one year of services, if the services in question are recurring or ongoing or last more than one year.
17.1. The Client may only hold BookGest civilly liable where the damage results from an act or omission that qualifies as gross professional negligence under the regulations governing the practice of law in Spain.
17.2. The Client waives the right to bring a civil liability claim directly against BookGest’s professionals or employees, and shall, where appropriate, bring it against this entity, except in cases of wilful misconduct. This limitation shall not affect BookGest’s right to claim whatever it is legally entitled to from the person who caused the damage and loss.
18.1. The right to claim any compensation for damage and loss shall expire twelve (12) months – or eighteen (18) months if Catalan civil law applies – after the occurrence of the event or events that caused them and for which BookGest or its professionals are directly or indirectly responsible.
19.1. All BookGest professionals are bound by the duty to ensure compliance with these terms and conditions.
19.2. These terms and conditions may be amended by BookGest without the consent of third parties, but such amendment shall not have retroactive effect. The date of each update of these terms and conditions will be indicated so that the client is duly informed. BookGest keeps an up-to-date repository of the versions and updates of these terms and conditions for all appropriate legal purposes.
19.3. If any of these terms and conditions is null and void, its nullity shall not affect the remaining terms, which shall continue to be fully and validly applicable.
19.4. The advice received by the Client shall be deemed to have been provided in accordance with these terms and conditions.
19.5. These general terms and conditions of contract shall apply to any other advice or action given or carried out henceforth for the same client, unless the provisions of paragraph 19.2 above apply or new terms and conditions are agreed.
20.1. These general terms and conditions shall not prevent specific contractual terms from being agreed between the Client and BookGest in the corresponding proposal of services and fees. In such case, the specific terms agreed – which must have been approved by General Management – shall prevail over the general terms and conditions, although the latter shall also form part of the agreement between the Client and BookGest.
21.1. The general terms and conditions of contract, written in Spanish, shall always prevail over any other text written in any other language.
22.1. Communications and notices given by one party to the other in connection with the Contract shall be sent to the following addresses, or to such other addresses as may replace them and be duly notified:
BookGest, with registered office at Passeig de Gràcia 103, 6th floor, 08008 Barcelona, Spain
The Client:
The address stated in the Engagement Letter.
22.2. By signing these general terms and conditions, the Client consents to the use of e-mail as a means of communication. Non-acceptance of communications by this means shall require an express written statement to that effect by the Client. The Client’s acceptance of e-mail communications with BookGest also implies acceptance of the risks inherent in the security and confidentiality of this type of communication, and both parties undertake to carry out the appropriate virus checks.
23.1. These general terms and conditions are governed by the laws in force in the Kingdom of Spain, and in particular by Spanish common law.
23.2. For any dispute arising from the advice provided to the client, or from the interpretation and application of these Terms and Conditions, both parties expressly submit the matter or dispute to the Courts and Tribunals of the City of Barcelona (Spain), waiving any other jurisdiction that may correspond to them.
24.1. Our company provides its professionals with Artificial Intelligence tools and solutions to maximise the efficiency of the business advice requested by our clients.
24.2. All reports, written submissions, contracts, analyses and other documents and deliverables prepared with the assistance of Artificial Intelligence are always reviewed before delivery to ensure that they are fully accurate and suited to the specific needs of our clients.
24.3. To ensure full transparency, and to respect our clients’ rights and interests at all times, such content will always include a notice stating that it has been generated with the help of Artificial Intelligence tools.