top of page

Terms and conditions

Contents

I. Conflict of Interest
II. Confidentiality
III. Source of Income
IV. Duty of Disclosure
V. Good Faith Exempt from Fault
VI. Asset Forfeiture
VII. Anti-Corruption
VIII. Data Protection and Authorization for the Inquiry and Reporting of Financial Information
IX. Termination
X. Provision of Services

I. Conflict of Interest

This proposal is subject to the verification of the absence of any apparent circumstance that may limit the provision of services by UH, in accordance with the laws governing the legal profession in Colombia.
 

Once such verification has been completed, if during the course of the advisory services UH determines that a new circumstance arises that could constitute a limitation to the provision of the Services, it shall immediately inform the Client of the reasons and circumstances involved. The Client specifically acknowledges that UH may represent competitors or business counterparties of the Client and its affiliated or related companies in matters not substantially related to the purpose and scope of this proposal or to any other legal services provided by UH to the Client or its affiliated or related companies at any time (“Permitted Adverse Representations”). Accordingly, as an integral part of this proposal, the Client agrees that UH may now or in the future represent other clients in the context of Permitted Adverse Representations, in matters not substantially related to the legal services provided to the Client at any time pursuant to this proposal and other legal services provided by UH to the Client or its affiliated or related companies.

II. Confidentiality

All individuals associated with our firm are and will be bound to maintain professional secrecy regarding the information provided by our clients, the communications held with them, and the nature of the advisory services themselves. The information and content of such communications will only be disclosed to third parties if the client gives consent. For these purposes, any information provided by the client in the course of the advisory services that has not been publicly disclosed shall be considered confidential.

Both parties agree to maintain the confidentiality and discretion of all information provided by the other party during the course of negotiations, relationships, and agreements entered into by the parties in connection with the Contract resulting from the acceptance of this proposal. This includes any information derived from communications exchanged between the parties or from visits to the premises. The parties agree to use the Confidential Information received from the other party solely for the purpose of fulfilling the objectives of the Contract. Any obligation related to the confidentiality of information shall commence on the date of acceptance of the offer and remain in effect for three (3) years from the date of termination.

III. Source of Funds


The Parties declare:
 

a) That their income or assets do not originate from any illegal activities as defined in the Colombian Penal Code or any provision that replaces, adds to, or modifies it. Accordingly, they declare that their income or assets are derived from the normal course of lawful activities related to their corporate purpose.
 

b) That they have not carried out transactions or operations intended to conduct or finance illegal activities as defined in the Colombian Penal Code or any provision that replaces, adds to, or modifies it, or on behalf of individuals associated with such activities.
 

c) That the resources or assets subject to this contract do not originate from any illegal activity contemplated in the Colombian Penal Code or any provision that modifies, adds to, or replaces it.
 

d) That in the execution of this contract, they will refrain from having links with third parties known, through any means, to be associated with money laundering or terrorist financing activities.
 

e) That they comply with the regulations on the prevention and control of money laundering and terrorist financing (ML/TF) that apply to them, and that they have implemented the policies, procedures, and control mechanisms required by such legal provisions.
 

f) That neither they nor their shareholders, partners, or associates who directly or indirectly hold five percent (5%) or more of the share capital, contribution, or participation, nor their legal representatives or members of the Board of Directors, appear on national or international watchlists for the prevention of money laundering and terrorist financing, or in any national or international lists or databases related to illicit activities. UH is authorized to carry out any verifications it deems necessary and to terminate any commercial relationship if it finds that any of the aforementioned persons appear on such lists.
 

g) That neither they nor their shareholders, partners, or associates who directly or indirectly hold five percent (5%) or more of the share capital, contribution, or participation, nor their legal representatives or members of the Board of Directors, are subject to any criminal investigations or proceedings for intentional crimes. UH is authorized to carry out the verifications it deems appropriate using public national or international databases and sources of information and to terminate any commercial relationship if it verifies that any of the aforementioned individuals are involved in such investigations or proceedings, or if such information poses a legal or reputational risk to UH.

IV. Duty to Inform
 

The Client undertakes to provide UH with truthful and verifiable information as required by the latter in order to comply with regulations related to the prevention and control of money laundering and terrorist financing risks, and to update the information provided at least once a year.
 

Likewise, the Client must inform UH of the initiation of any criminal proceedings—whether at the investigation or trial stage—carried out by the competent authority in which the Client is involved, as well as any summons issued by such authority for the Client to appear in connection with an investigation or criminal proceeding, regardless of the capacity in which the Client is summoned.

V. Good Faith Free of Fault

The Client declares that during the contracting or relationship process, it has complied with the obligations established in the applicable regulations related to the prevention and control of money laundering and terrorist financing risks, as well as with its internal procedures on this matter. Consequently, the Client affirms that, in signing the contract arising from the acceptance of this proposal, it has acted with the utmost diligence as established by the applicable regulations and its related internal procedures.

               

VI. Asset Forfeiture

In the event that the advisory services involve assets that may be subject to asset forfeiture, the Client declares that such assets are not involved in any of the grounds established by the law regarding asset forfeiture.

If any asset subject to this contract becomes subject to an asset forfeiture measure, UH may terminate the contractual relationship without being obligated to compensate the Client for any damages.

Consequently, the Client shall indemnify UH for any present or future damages caused by the initiation of an asset forfeiture action over the assets involved in the transaction carried out under this contract, which affects any property rights acquired within the current legal relationship.

VII. Anti-Corruption

If applicable, each party declares that neither that party, nor its shareholders, associates or partners, its legal representatives, or members of the Board of Directors, has given, offered, or promised to any national or foreign public official, directly or indirectly through one or more employees, contractors, administrators, or associates, whether of their own company or of any subsidiary legal entity: (i) sums of money, (ii) items of pecuniary value, or (iii) any other benefit or utility, in exchange for the official performing, omitting, or delaying any act related to the exercise of their duties and in relation to the subject matter of this Agreement (a “Prohibited Transaction”). Each party will take reasonable steps to ensure that it will not participate in a Prohibited Transaction, directly or indirectly, through one or more employees, contractors, administrators, or associates, whether of their own company or of any subsidiary legal entity, and agrees to immediately report to the other Party any knowledge of the occurrence of a Prohibited Transaction and to adopt the measures reasonably necessary to prevent any impact on the other Party as a result thereof.

 

Paragraph: A public official shall be understood as any person holding a legislative, administrative, or judicial position in a state, its political subdivisions, local authorities, or a foreign jurisdiction, regardless of whether the individual has been appointed or elected. A public official shall also be any person exercising a public function for a state, its political subdivisions, local authorities, or a foreign jurisdiction, whether within a public agency or a state-owned enterprise. Also included are officials or agents of an international public organization.

VIII. Data Protection and Authorization for Financial Data Inquiry and Reporting

By accepting the Proposal, the Client:

(i) declares that the information provided is truthful, complete, accurate, and up to date;

(ii) acknowledges and agrees to assume full responsibility for any legal, civil, and criminal consequences related to providing false information; and

(iii) grants prior, express, and irrevocable consent to UH or to any future holder of the monetary obligation to:

 

(a) consult, at any time, with Credit Bureaus all relevant information needed to assess the Client’s performance, payment capacity, and future credit risk;

(b) report to the Credit Bureaus data on the timely fulfillment or non-fulfillment of the Client’s credit obligations or legal obligations of financial content, provided that this has been previously communicated to the Client as detailed below;

(c) send the mentioned information to the Credit Bureaus either directly or through the Financial Superintendency or other public entities with oversight functions, so that these may process, analyze, classify, and then provide it to said bureaus;

(d) store the aforementioned information in both UH’s databases and in the Credit Bureaus, with due updates and for the period specified in their regulations; and

(e) report to tax, customs, or judicial authorities the information required for fulfilling their oversight functions.

This authorization does not limit the Client’s right to verify at any time that the information provided is truthful, complete, accurate, and updated, and if it is not, to record their disagreement, demand its correction, and be informed of any corrections made. Nor does it release the Credit Bureaus from the obligation to inform the Client, upon request, of who has consulted their credit history in the previous six (6) months. Finally, it does not limit the Client’s right to be informed at least two (2) weeks prior to being reported to the Credit Bureaus. This authorization does not permit UH or the Credit Bureaus to disclose the mentioned information for purposes other than: (a) reporting negative information to the Credit Bureaus; (b) evaluating credit risk; and (c) preparing statistics and drawing conclusions through mathematical models.

The Client declares and accepts that once the payment deadline stated on the invoice has passed, and after receiving communication from UH, they will have an additional twenty (20) calendar days to pay the total amount due, after which the negative report to the Credit Bureaus may be made, pursuant to the clause above and applicable law. However, the Client expressly agrees that, in accordance with Article 12 of Law 1266 of 2008 and Decree 2925 of 2010, any notification or information related to the status of the order or credit may be sent through any electronic means implemented by UH, including but not limited to email, SMS, IVR, phone calls, or the periodic account statements sent to the Client.

IX. Termination

Either party may terminate at any time the contract arising from the acceptance of the proposal. Please note that if this agreement is terminated early, the Client shall be required to pay all fees accrued up to the termination date, as well as any expenses and third-party payments that have been incurred. Regarding the Client, the persons related to them, and the persons who have received advice under the proposal, UH’s liability, as well as that of its partners, associates, employees, and anyone who has acted in connection with this advisory, shall in any case be limited to the total amount paid as fees. If either Party, its shareholders, partners, legal representatives, or members of the Board of Directors is involved or convicted by the competent authorities for ML / FT / FPADM-related crimes or predicate offenses, or is listed on any national or international watchlist for ML / FT / FPADM control, the other Party may terminate the Contract or require the breaching Party to assign the contract.

X. Provision of Services

Our obligations as legal advisors will always be obligations of means, not of result. Our liability, except in cases of willful misconduct or gross negligence, shall be limited to the amount of the fees received for the services rendered under this proposal.

The legal advice and recommendations provided to the Client will be based on the truthfulness and authenticity of the documents and reports supplied to us, assuming in advance that all such documents contain real and accurate information and are delivered in good faith and after proper review. In all cases, UH’s liability shall be limited to the proposed fee amount.

XI. Legal and Administrative Expenses

All legal and administrative expenses incurred by the Firm at the express request of the Client will be invoiced. A fee  of ten percent (10%) will be applied to these expenses for management and administration, which will cover the costs associated with processing, coordinating, and supervising such expenses. This surcharge will be subject to Value Added Tax (VAT) according to current regulations. The above does not apply to official fees, penalties, and contributions.

bottom of page