1. The Agreement
1.1 These General Terms and Conditions (the "Terms") and the assignment acceptance (confirmación de encargo) issued by Cabo Advisory SL, NIF B72900954, with registered office at Calle la Doblada 12, 03540 Alicante, Spain, registered with the Registro Mercantil de Alicante ("Cabo Advisory"), and accepted by the client identified in it (the "Client"), form the entire agreement between the parties for the relevant assignment (the "Agreement"). Each assignment acceptance, together with these Terms, is a separate contract.
1.2 The Client confirms that it received these Terms, or a link to them, before confirming the assignment, and that it has read and accepts them. The Terms apply to every assignment and to all advice given, whether or not a written assignment acceptance is issued, unless the parties agree otherwise in writing.
1.3 In case of conflict, the assignment acceptance – as issued by Cabo Advisory SL – prevails over these Terms, and these Terms prevail over any other document. Purchasing terms, supplier codes or similar documents of the Client do not apply, even if Cabo Advisory has not expressly objected to them, unless Cabo Advisory has accepted them in writing and executed them.
1.4 The Agreement is an as-ordered framework: it creates no obligation for the Client to order services and no obligation for Cabo Advisory to accept an assignment. Cabo Advisory may decline, or attach conditions to, any assignment. Nothing in the Agreement creates an exclusive relationship.
1.5 Changes to the Agreement or to the scope of an assignment are valid only if agreed in writing; e-mail is sufficient. Cabo Advisory may rely on instructions given by any person whom the Client has designated as a contact or who reasonably appears to be authorised to act for the Client.
1.6 Cabo Advisory may update these Terms. The version in force on the date of the assignment acceptance applies to that assignment. Cabo Advisory will notify the Client of a new version applying to an ongoing assignment at least thirty (30) days before it takes effect; if the Client objects in writing before that date, the previous version continues to apply to that assignment.
1.7 These Terms are intended for clients acting in the course of their business or profession. If the Client is a consumer within the meaning of the applicable consumer-protection legislation, the mandatory rules of that legislation prevail over any conflicting provision of these Terms.
2. The Services
2.1 The scope of the services is described in the assignment acceptance (the "Services"). Anything not expressly included is excluded. Unless the assignment acceptance states otherwise, the Services do not include: (a) advice on tax, accounting, actuarial or technical matters, or regulated financial or investment advice reserved to licensed providers; (b) advice on the laws of any jurisdiction other than those expressly identified; (c) the monitoring of deadlines, filings or renewals; or (d) any update of advice or deliverables after delivery.
2.2 The Services are an obligation of means (obligación de medios), not of result. Cabo Advisory will perform them with the reasonable care and skill of a diligent professional in the relevant field and in accordance with the professional rules that apply to it. Cabo Advisory does not guarantee any outcome — in particular, that any authority, court, counterparty or other third party will accept or agree with its advice, or that any transaction, application or negotiation will succeed.
2.3 Advice and deliverables (the "Results") reflect the facts and documents made available to Cabo Advisory and the law and practice as they stand on the date of delivery. Cabo Advisory has no obligation to update them for later changes in law, practice or circumstances unless a new assignment is agreed.
2.4 Drafts, preliminary views and oral or informal comments are provisional. The Client may rely only on the final written Result delivered as such.
2.5 The Client is solely responsible for its business, commercial and financial decisions, including whether and how to implement the advice, and for the consequences of those decisions. Cabo Advisory does not take decisions on the Client's behalf.
2.6 Time estimates are indicative. Cabo Advisory will make reasonable efforts to meet agreed dates but is not liable for delay, in particular where it results from late or incomplete information, from third parties or from circumstances outside its reasonable control.
2.7 Cabo Advisory decides which of its professionals, employees and collaborators perform the Services and may engage subcontractors bound by confidentiality obligations equivalent to those in clause 6. Where the Client asks Cabo Advisory to instruct or coordinate other advisors or service providers (such as counsel in another jurisdiction, notaries, registries, translators or experts), those persons are engaged for the Client's account and at the Client's risk; Cabo Advisory is not responsible for their advice, services, fees or delays.
2.8 Cabo Advisory uses cloud-based productivity, communication and document-management services and may use artificial-intelligence-assisted tools to support the Services. Output of such tools is reviewed by Cabo Advisory's professionals before it forms part of a Result, and clause 6 applies to their use. Cabo Advisory does not enter Confidential Information into tools that use it to train models made available to third parties.
2.9 An assignment is completed when Cabo Advisory reports to the Client by e-mail that it is complete, or when the final Result is delivered.
3. The Client's obligations
3.1 The Client shall provide, in good time, all information, documents, instructions and access that Cabo Advisory reasonably requires, and shall ensure that they are complete, accurate and up to date. Cabo Advisory may rely on them without independent verification and is not responsible for any consequence of information that is incorrect, incomplete or late.
3.2 The Client shall promptly inform Cabo Advisory of any change in circumstances relevant to an assignment and shall obtain all approvals required on its side.
3.3 Cabo Advisory is subject to anti-money-laundering, counter-terrorist-financing and sanctions legislation, including Ley 10/2010. Before or during an assignment the Client shall provide the identification and beneficial-ownership information and documents that Cabo Advisory requests for that purpose. Cabo Advisory may refuse, suspend or terminate the Services, without liability, if that information is not provided or if the Services would, in Cabo Advisory's reasonable opinion, breach any such legislation. Cabo Advisory may be required by law to report certain matters to the authorities and may be prohibited from informing the Client of this.
3.4 The Services and the Results are provided solely for the Client and for the purpose stated in the assignment acceptance. Cabo Advisory assumes no duty of care towards, and accepts no liability to, any other person. The Client shall not make Results available to third parties for their reliance without Cabo Advisory's prior written consent. Where the Client shares a Result with a third party other than its affiliates or professional advisors, or where disclosure is required by law, the Client shall inform that third party that it may not rely on the Result as against Cabo Advisory, and shall hold Cabo Advisory harmless against any claim by that third party in connection with it.
4. Fees, expenses and payment
4.1 Unless the assignment acceptance provides otherwise, the Services are charged on a time-spent basis at Cabo Advisory's hourly rates in force when the work is performed. The applicable rates are stated in the assignment acceptance. Time is recorded in units of fifteen (15) minutes. Travel time is chargeable. Other services and any fixed or capped fees are priced as agreed in the assignment acceptance and cover only the scope described there; additional or changed work is charged at hourly rates.
4.2 A fee estimate is an indication based on the information available when it is given. It is not a fixed fee or a cap unless expressly stated to be one. Cabo Advisory will inform the Client when it becomes apparent that an estimate is likely to be exceeded. Work reasonably performed at the Client's request remains payable.
4.3 Cabo Advisory may adjust its hourly rates on 1 January each year in line with the general development of prices in the industry and will inform the Client. Adjusted rates apply to work performed from that date, including under ongoing assignments.
4.4 All amounts are exclusive of VAT and of any other tax, duty, withholding or levy. Where Spanish VAT is not chargeable because the Client is a business established outside Spain, the Client shall provide its VAT identification number or equivalent evidence of business status and shall account for any VAT due under the reverse-charge mechanism. If any withholding tax applies to a payment, the Client shall pay such additional amount as is necessary for Cabo Advisory to receive the full invoiced amount and shall promptly provide the corresponding withholding certificates.
4.5 Reasonable expenses and disbursements incurred for an assignment (including travel, courier, registry, notarial and official fees, translations and third-party fees) are charged in addition, at cost. Cabo Advisory may require that third-party fees be paid by the Client directly or in advance.
4.6 Cabo Advisory may request a payment on account (provisión de fondos) before starting or continuing an assignment. It is applied against the final invoice or returned if unused.
4.7 Invoices are issued monthly in arrears unless otherwise agreed and are payable by bank transfer within thirty (30) days of the invoice date, in full and without set-off, deduction or withholding. The Client consents to receive invoices electronically at the e-mail address it designates.
4.8 Any objection to an invoice must be notified in writing, with reasons, within fifteen (15) days of receipt; otherwise the invoice is deemed accepted. The undisputed part of a disputed invoice remains payable on the due date.
4.9 If payment is late, Cabo Advisory is entitled, without prior notice or demand, to: (a) late-payment interest at the statutory rate for commercial transactions under Ley 3/2004 from the due date until payment; (b) the fixed compensation for recovery costs provided by that law, plus any reasonable recovery costs exceeding it, including legal fees; and (c) suspend the Services and withhold delivery of Results until all amounts due are paid, with deadlines extended accordingly. The Client's payment obligations are not affected by any dispute between the Client and a third party.
4.10 Cabo Advisory changes its bank details only by written notice confirmed through a second channel (telephone or video call with the Client's usual contact). The Client shall verify any notice of changed bank details in that way before paying. Cabo Advisory is not liable for payments made to an account other than the one stated on its invoice and so confirmed.
5. Intellectual property
5.1 Nothing in the Agreement transfers or assigns ownership of any intellectual property right. Cabo Advisory retains all rights in the Results and in its pre-existing know-how, methodologies, templates, precedents, tools, training materials and other materials, and in any improvement to them made in the course of the Services (the "Cabo Advisory Materials").
5.2 Upon full payment of the fees and expenses for the relevant assignment, Cabo Advisory grants the Client and its affiliates, portfolio companies and associated entities a non-exclusive, worldwide, royalty-free licence, for the full term of protection of the relevant rights, to reproduce, distribute, communicate and transform (including adapt, translate and modify) the Results, and any Cabo Advisory Materials incorporated in them, for the purposes of their business, including in their dealings with counterparties, advisors, financiers and authorities. The licence is transferable only to a successor of the Client's business or to the entities listed above. Any other transfer, sale, letting, licensing or sublicensing of the Results — in particular their commercialisation as a product or service in their own right — requires Cabo Advisory's prior written consent.
5.3 The moral rights of the authors of the Results are reserved. The Client may remove Cabo Advisory's name and branding from a Result that it modifies and shall not present a modified Result as the work or advice of Cabo Advisory. Cabo Advisory is not responsible for Results modified by or for the Client.
5.4 The Client remains the owner of all data, documents and materials that it provides (the "Client Materials") and grants Cabo Advisory a licence to use them for the Services and for the record-keeping described in clause 6.7. The Client warrants that it holds the rights necessary to provide the Client Materials for those purposes and shall hold Cabo Advisory harmless against any third-party claim arising from them.
5.5 Results may incorporate third-party or open-source materials, which remain subject to their own licence terms. Cabo Advisory gives no warranty in respect of them.
6. Confidentiality and professional secrecy
6.1 Each party shall keep confidential all information of a confidential nature about the other party, its business or the assignment that it receives in connection with the Agreement ("Confidential Information"), shall not disclose it to third parties and shall use it only for the purposes of the Agreement. Each party shall ensure that its employees and collaborators with access to Confidential Information are bound by equivalent obligations.
6.2 Information entrusted to professionals of Cabo Advisory who are subject to professional secrecy is in addition protected by the rules on professional secrecy applicable to them.
6.3 Clause 6.1 does not apply to information that the receiving party can show: (a) was or has become public other than through a breach of the Agreement; (b) was lawfully in its possession before receipt, or is lawfully received from a third party without restriction; (c) was developed independently; or (d) must be disclosed by law, by a court, arbitral tribunal or authority, or under applicable professional rules — in which case the receiving party will, where lawful and practicable, inform the other party in advance and limit the disclosure to what is required.
6.4 Cabo Advisory may disclose Confidential Information, on a need-to-know basis and subject to confidentiality, to its professional-indemnity insurers, auditors, legal advisors and subcontractors, and to the providers of the IT and communication services it uses.
6.5 Unless the Client objects in writing, Cabo Advisory may identify the Client as a client and describe the general nature of the Services, without disclosing Confidential Information, for marketing and professional-ranking purposes.
6.6 Cabo Advisory may use the general knowledge, skills, experience and ideas acquired in performing the Services, and anonymised insights derived from them, provided that no Confidential Information is disclosed.
6.7 Cabo Advisory may retain copies of the Client Materials, the Results and its working papers for its records, for compliance with professional and legal obligations, for insurance purposes and for the defence of claims, for the periods required by law (including the ten-year retention period under anti-money-laundering legislation) or otherwise for five (5) years after completion of the assignment, after which it may destroy them without notice. Original documents are returned to the Client on request.
6.8 This clause 6 survives the end of the Agreement for as long as the information remains confidential and, for professional secrecy and trade secrets, without limit in time.
7. Data protection
7.1 Each party processes the personal data of the other party's representatives and contact persons as an independent controller, for the management of the relationship and compliance with its legal obligations. Information on Cabo Advisory's processing is available in its privacy notice at caboadvisory.com/legal, which the Client shall bring to the attention of its representatives.
7.2 In providing advisory services Cabo Advisory determines the means of processing of the personal data contained in the Client Materials and acts as a controller, subject to professional secrecy and to clause 6. Where an assignment involves processing of personal data on the Client's behalf and under its instructions, the parties will sign a data processing agreement in accordance with article 28 GDPR before that processing begins.
7.3 The Client warrants that it is entitled to provide the personal data included in the Client Materials to Cabo Advisory for the purposes of the Services and that it has given the data subjects the information required by law. The Client shall hold Cabo Advisory harmless against any claim, sanction or cost arising from a breach of this warranty.
7.4 Cabo Advisory uses service providers that may process data outside the European Economic Area under the safeguards of Chapter V GDPR, in particular adequacy decisions (including, while it remains in force, the EU-US Data Privacy Framework) and standard contractual clauses.
7.5 Each party shall apply appropriate technical and organisational security measures. The Client accepts that e-mail and other internet communications are not fully secure and that Cabo Advisory is not liable for the interception, loss, delay or corruption of communications, or for malware, beyond its reasonable control.
8. Warranties and conflicts of interest
8.1 Each party represents that it is free to enter into the Agreement and that the Services do not conflict with any other contractual or other obligation by which it is bound.
8.2 Cabo Advisory warrants only that it will perform the Services as described in clause 2.2. To the fullest extent permitted by law, all other warranties, conditions and representations, whether express or implied and whether arising by law, custom or otherwise, are excluded — including any warranty as to fitness for a particular purpose or as to the outcome of the Services.
8.3 Cabo Advisory provides advisory services to other clients, including clients active in the same sector or market as the Client, and nothing in the Agreement limits its right to do so. Cabo Advisory checks for conflicts of interest before accepting an assignment. If a conflict arises during an assignment and cannot be resolved by agreement, Cabo Advisory may cease acting on that assignment and will, where possible, assist in an orderly transfer.
9. Liability
9.1 Cabo Advisory's liability towards the Client, whether in contract, in tort (including negligence) or otherwise, is subject to the exclusions and limitations in this clause 9. The parties have agreed them taking into account the nature of the Services, the level of the fees and the insurance available to each of them, and they are reflected in the fees.
9.2 Excluded losses. Cabo Advisory is not liable in any case for: (a) loss of profit, revenue, business, contracts, opportunities, goodwill or anticipated savings; (b) loss of production, or loss, corruption or inaccuracy of data or information; (c) the cost of procuring substitute services; (d) fines, penalties, surcharges, interest or other amounts imposed by any authority; (e) any amount payable by the Client to a third party; or (f) any indirect, consequential, special or exemplary damage, or any damage that was not reasonably foreseeable on the date of the assignment acceptance — in each case even if the Client had informed Cabo Advisory of the possibility of such loss.
9.3 Aggregate cap. Cabo Advisory's total aggregate liability arising out of or in connection with an assignment, for all claims and losses taken together, shall not exceed one hundred per cent (100 %) of the fees (excluding VAT, expenses and disbursements) actually paid by the Client to Cabo Advisory for that assignment during the twelve (12) months preceding the event giving rise to the claim. Where Services are provided on an ongoing basis without a separate assignment acceptance, "assignment" for this purpose means the matter or work stream in which the act or omission giving rise to the claim occurred. An event or series of related events giving rise to more than one claim is treated as one claim. The cap applies to Cabo Advisory and the persons referred to in clause 9.6 together, and to all claims by the Client and by any affiliate or other person claiming through or in connection with the Client, taken together.
9.4 Contribution. If a loss is caused or contributed to by the Client, by any of its other advisors or contractors, or by any third party, Cabo Advisory's liability is limited to the share of the loss that corresponds to its own contribution, assessed as if the other persons involved had been liable for their share, regardless of whether they are in fact liable or able to pay. Cabo Advisory is not jointly and severally liable with any other advisor or person.
9.5 Time for claims. To the extent permitted by law, the Client shall notify Cabo Advisory in writing of any claim, describing it in reasonable detail, within twelve (12) months after the earlier of: (a) the date on which the Client became aware, or ought reasonably to have become aware, of the facts giving rise to the claim; and (b) the completion of the relevant assignment. Claims not notified within that period are waived.
9.6 No personal liability. The Client agrees that any claim in connection with the Services shall be brought only against Cabo Advisory SL and not against any of its directors, partners, employees, professionals, collaborators or subcontractors personally, each of whom may rely on this clause, except to the extent that the law does not permit this exclusion.
9.7 Exceptions. Nothing in the Agreement excludes or limits liability for wilful misconduct (dolo) or gross negligence (culpa grave), for death or personal injury caused by negligence, or for any other liability that cannot be excluded or limited under applicable law. If any exclusion or limitation in this clause 9 is held invalid or unenforceable, the others continue to apply, and the affected one applies to the maximum extent permitted.
9.8 Force majeure. Neither party is liable for failure or delay in performing its obligations (other than payment obligations) caused by circumstances beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, strikes, acts of authorities, failures or interruptions of telecommunications, power, internet or third-party cloud services, and cyberattacks. The affected party shall notify the other without undue delay. Obligations and deadlines are suspended for the duration of the event. If the event lasts more than sixty (60) days, either party may terminate the affected assignment by written notice without liability, and the Client shall pay for the work performed up to that date.
9.9 Insurance. Cabo Advisory maintains professional civil-liability insurance appropriate to its activity. Details are available on request.
10. Term, suspension and termination
10.1 The Agreement enters into force on the Client's confirmation of the assignment and remains in force until the assignment is completed, unless it is terminated earlier or the parties agree otherwise.
10.2 The Client may terminate an assignment at any time on seven (7) days' written notice, provided that it pays for the work performed and the expenses incurred or committed up to the termination date, and for any work reasonably required to conclude or transfer the assignment in an orderly manner.
10.3 Cabo Advisory may terminate an assignment: (a) on fifteen (15) days' written notice, in which case it will, where reasonably possible, complete urgent work in progress or assist with its transfer; and (b) with immediate effect if: (i) the Client fails to pay any amount due within fifteen (15) days of a written reminder; (ii) the Client fails to provide the information referred to in clause 3.1 or 3.3, or the security referred to in clause 10.5; (iii) continuing would, in Cabo Advisory's reasonable opinion, breach the law, professional or ethical rules, sanctions or anti-money-laundering obligations, or give rise to a conflict of interest; (iv) the Client instructs Cabo Advisory to act in a manner that is unlawful, unethical or contrary to Cabo Advisory's professional judgement; or (v) the relationship of trust necessary for the assignment has broken down.
10.4 Either party may terminate the Agreement with immediate effect if the other party commits a material breach that is not remedied within thirty (30) days of a written notice requiring remedy.
10.5 If there are reasonable grounds to doubt the Client's ability to meet its payment obligations (including where the Client ceases or suspends payments generally, is subject to enforcement proceedings, or announces or initiates negotiations with its creditors), Cabo Advisory may require adequate security or advance payment for further Services and may suspend the Services until it is provided. If it is not provided within ten (10) days, Cabo Advisory may terminate the assignment. In any insolvency proceedings affecting the Client, Cabo Advisory exercises its rights as permitted by the applicable insolvency law.
10.6 On termination for any reason: (a) all fees for work performed and expenses incurred or committed up to the termination date become immediately due; (b) at the Client's request and against payment of the corresponding fees, Cabo Advisory will hand over the Results completed to that date and provide reasonable assistance for the transfer of the assignment; and (c) clauses 3.4, 4, 5, 6, 7, 9, 10.6 and 11 to 15 remain in force.
11. Communications, notices and language
11.1 The parties communicate mainly by e-mail and video-conference. Cabo Advisory may rely on communications and instructions sent from the Client's known e-mail addresses. The Client accepts the risks inherent in unencrypted electronic communications, as described in clause 7.5.
11.2 Notices of termination, of a claim or of a dispute must be given in writing by e-mail to the addresses stated in the assignment acceptance, with a request for confirmation of receipt, or by courier, registered mail or burofax to the registered office of the recipient.
11.3 These Terms are drawn up in English.
12. Complaints
12.1 Complaints about the Services may be addressed in writing to legal@caboadvisory.com. Cabo Advisory will acknowledge a complaint promptly and respond in substance as soon as possible and in any case within one (1) month.
13. Compliance
13.1 Each party shall comply with the anti-corruption, anti-money-laundering, sanctions and export-control laws applicable to it. Cabo Advisory may decline, suspend or terminate an assignment, without liability, where it reasonably considers that performing it would breach any such law or expose Cabo Advisory to sanctions or to reputational risk.
13.2 The Client shall not, during an assignment and for twelve (12) months after its completion, directly or indirectly solicit for employment or engagement any professional of Cabo Advisory who was involved in the Services, without Cabo Advisory's prior written consent.
14. General provisions
14.1 Neither party may assign or transfer the Agreement without the other's written consent, except that Cabo Advisory may assign it to a successor of all or a substantial part of its business, and the Client may assign it to a successor of its business that assumes all of its obligations, in each case on written notice.
14.2 Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship. Cabo Advisory is an independent contractor.
14.3 If any provision of the Agreement is held invalid, illegal or unenforceable, in whole or in part, the remaining provisions remain in force, and the affected provision applies to the extent permitted or is replaced by a valid provision that most closely reflects the parties' intention.
14.4 A failure or delay in exercising any right is not a waiver of it. Any waiver must be in writing.
14.5 The Agreement may be concluded and amended by exchange of e-mails and by electronic signature, which the parties agree has the same effect as a handwritten signature.
15. Governing law and disputes
15.1 The Agreement, and any non-contractual obligation arising out of or in connection with it, is governed by Spanish law, excluding its conflict-of-laws rules.
15.2 Before starting any proceedings, the parties shall attempt in good faith to resolve any dispute by negotiation between senior representatives within thirty (30) days of a written notice describing the dispute. This step does not prevent either party from seeking urgent interim relief.
15.3 Arbitration. Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity, interpretation, performance or termination, shall be finally settled by arbitration administered by the Centro Internacional e Iberoamericano de Arbitraje de Madrid ("CIIAM") under its Rules in force on the date the request for arbitration is filed, where the arbitration is international within the meaning of CIIAM's Statutes, and otherwise by the Corte de Arbitraje de Madrid (Cámara Oficial de Comercio, Industria y Servicios de Madrid) under its Rules. The tribunal shall consist of one arbitrator. The arbitration shall be decided in law (de Derecho). The seat of the arbitration shall be Madrid, Spain. The language of the arbitration shall be English, unless both parties are domiciled in Spain, in which case it shall be Spanish. The arbitration and the award are confidential.
15.4 Clause 15.3 does not prevent: (a) either party from applying to a competent court for interim or precautionary measures; or (b) either party from bringing a claim for payment of an invoiced amount that was not disputed under clause 4.8 before the competent courts, including through the Spanish order-for-payment procedure (juicio monitorio) or an equivalent procedure.