Eclectic. / Legal
General Terms of Engagement
These terms identify ECLECTIC ESTUDIO DE ESTRATEGIA S.A.S., operating under the Eclectic — Estudio de Estrategia brand (the “Firm”), as the Client’s contracting party. The specific accepted proposal prevails in the event of a conflict.
NIT 902.099.052-0 · Bogotá D.C., Colombia
contacto@eclecticlegal.co
1. Non-exclusivity and professional conflicts
The Firm seeks to avoid conflicts of interest that could compromise its professional relationships. It nevertheless advises different clients across jurisdictions and may represent third parties in matters unrelated to the Client, including matters adverse to the Client’s interests, unless a professional conflict exists under applicable rules.
2. Notices, information and document retention
The Client must provide relevant information and documents promptly. Unless otherwise agreed, communications may be sent by unencrypted email, except where the parties agree to use secure channels for confidential information. The Firm will retain engagement documents for the period required by law or for ten (10) years after the engagement ends, whichever is longer, after which it may destroy them.
3. Professional care, confidentiality and applicable law
The Firm complies with the professional duties of care and confidentiality established by law. These duties prevent disclosure of information concerning other clients. Advice is intended solely for the Client and may not be used by third parties or for other purposes. All legal advice provided under this document is subject to Colombian law.
4. Expenses and disbursements
External expenses, including travel and translations, and internal expenses, including copies and calls, will be included in the fee invoice or invoiced separately. Advances may be required for specific expenses. All expenses are subject to applicable taxes.
5. Invoicing
Fees and expenses will be invoiced in accordance with the proposal accepted by the Client. The Firm will inform the Client in advance of the content and amount of each invoice, issued by ECLECTIC ESTUDIO DE ESTRATEGIA S.A.S. to the Client. Unless expressly stated otherwise, the Client accepts electronic invoicing.
6. Payment
Invoices issued by the Firm are payable within five (5) calendar days of issue, unless the proposal specifies a different period. In the event of late payment, the Firm may charge statutory interest and surcharges. The Client bears currency conversion costs and bank charges associated with its payment method.
7. Suspension of services
The Firm may suspend or terminate its services if the Client fails to pay invoices when due. If payment remains overdue for more than one month, the Firm may terminate the professional relationship and pursue collection of outstanding amounts.
8. Termination of services
The Client may end its relationship with the Firm at any time after settling outstanding payments. The Firm may also terminate its representation in the event of a professional conflict or incompatible conduct, ensuring protection of the Client’s rights and payment for services rendered.
9. Other advisers and specialists
The Firm may recommend or coordinate independent specialists where a matter requires complementary capabilities. Their scope, engagement arrangements and financial terms will be communicated to or agreed with the Client as appropriate. Unless expressly agreed otherwise, those specialists act independently and the Firm is neither responsible for their conduct nor obliged to supervise them.
10. Limitation of liability
The Firm is liable for loss arising from wilful misconduct or gross negligence. In other cases, its liability is limited to direct and foreseeable loss, capped at: (i) twice the fees invoiced by the Firm for occasional services; or (ii) the equivalent of four (4) months of fees for ongoing engagements or engagements lasting more than one year.
11. Jurisdiction
Any dispute arising from the professional relationship between the Client and ECLECTIC ESTUDIO DE ESTRATEGIA S.A.S., acting as the Firm, will be submitted to the courts of Bogotá D.C., Colombia.
12. Scope of services and professional standard
The scope of services is limited to the express terms of the proposal accepted by the Client. The Firm will perform its services with the degree of care, diligence and professional competence reasonably expected of a legal and strategic adviser in the matters covered by the engagement, in accordance with the standards applicable in the agreed jurisdiction.
13. No guarantee of outcome
The Firm’s services do not guarantee any particular outcome, a favourable decision by an authority or counterparty, or the commercial viability of a strategy. Opinions and recommendations are based on information supplied by the Client and the legal framework in effect when they are issued.
14. Intellectual property and work product
The Client receives a non-exclusive, perpetual licence sufficient to use the documents, analyses, models and other deliverables prepared by the Firm for the purpose and matter for which they were prepared. The Firm retains ownership of its methodologies, know-how, templates, tools, pre-existing components and reusable elements. No broader assignment of rights in the work product is made to the Client unless expressly agreed in writing.
15. Electronic communications
The Client acknowledges that email, instant messaging and other unencrypted electronic channels involve inherent risks of security breaches, interception or misdelivery beyond the Firm’s control. The Firm is not liable for those risks unless caused by its wilful misconduct or gross negligence, and may agree with the Client to use secure channels for sensitive information.
16. Personal data protection
Where an engagement involves processing personal data of the Client or third parties, Eclectic’s Personal Data Processing Policy and, where applicable, its Data Processing Authorisation apply. These must be signed or communicated separately and prevail over this document in relation to personal data processing.
17. Force majeure
Neither party is liable for failure to perform its obligations resulting from force majeure or a fortuitous event, as understood under applicable law, provided that the affected party promptly notifies the other and takes reasonable steps to mitigate the impact.
18. Entire agreement
This document, together with the specific proposal accepted by the Client and its annexes, constitutes the entire agreement between the parties concerning its subject matter and supersedes any prior oral or written understanding or communication on the same matter.
19. Severability
If a provision is invalid or unenforceable under applicable law, this does not affect the validity of the remaining provisions, which remain in full force and effect.
20. Assignment
Neither party may assign rights or obligations under this document without the other’s prior written consent, except for an assignment by the Firm to an entity continuing its professional activity under the Eclectic — Estudio de Estrategia brand.
21. Third-party beneficiaries
This document creates no rights in favour of anyone other than the Client and the Firm. No person outside the contractual relationship may enforce it.