Terms and conditions

1- Scope of application

The parties to the legal relationship for the provision of services are SERVICIO LEGAL S.A.S. and the Client. Such services are intended solely and exclusively to the Client, and may not be transferred by it to third parties or be used by persons other than the Client, unless prior express written permission of SERVICIO LEGAL S.A.S. The holder of the legal relationship with the Client is SERVICIO LEGAL S.A.S., to which are attributed the rights and obligations inherent in the exercise of the provision of Services, regardless of specific employees or contractors lawyers through whom the Services are provided. SERVICIO LEGAL S.A.S. assumes full responsibility for the services rendered on its behalf by contracted professionals, professionals with whom collaboration agreements have been signed or employees.

2- Services

SERVICIO LEGAL S.A.S. will provide the Client with the Services specified on the serviciolegal.co website for each specific assignment or matter. The specific conditions applicable to each of the Services are published in general on the Site and specifically in these Terms of Use.

3- Intervention of other professionals from outside SERVICIO LEGAL S.A.S.

The Services are limited exclusively to the Colombian jurisdiction. In case of participation of law firms, independent professionals or other external advisors outside SERVICIO LEGAL S.A.S., unless otherwise expressly agreed: (i)

the intervention of SERVICIO LEGAL S.A.S., in the matter in question will be limited to the work of coordination and contact with External Professionals;

(ii)

the service provision relationship shall be established directly between the Client and each of the External Professionals;

(iii)

the fees of SERVICIO LEGAL S.A.S. shall be independent of those of the External Professionals; and

(iv)

SERVICIO LEGAL S.A.S. shall not assume any responsibility for the advice given to the Client by External Professionals.

4- Fees and expenses

The value of the fees for the provision of the Services to the Client shall be those established on the Site, some of which are explained in detail in these Terms of Use, in accordance with the quantification criteria established in one or the other case. Unless otherwise indicated, the fee amounts are inclusive of value added tax (VAT) but net of any other applicable indirect taxes, which shall be included in the invoice as separate items. The value of the Services includes reasonable expenses that SERVICIO LEGAL S.A.S. may incur in the provision of the Services as well as any other services other than and complementary to the Services (such as notaries, registrations, documentation, among others). The Client, at the time of contracting the respective Service to be provided by SERVICIO LEGAL S.A.S. and accepting these Terms of Use, contracts and pays directly for such reasonable expenses and additional services which, at the end of the Service, SERVICIO LEGAL S.A.S. will justify by submitting and sending the respective payment supports. Under no circumstances shall SERVICIO LEGAL S.A.S. be obliged to advance or provide funds to the Client or to pay for expenses, services or supplies that have not been previously defined in the terms and conditions previously mentioned on the Site. Provisions of funds or deposits made by the Client shall be used by SERVICIO LEGAL S.A.S. for the payment of amounts on behalf of the Client. The Client expressly authorizes SERVICIO LEGAL S.A.S. to use the provision of funds or deposit made by the Client to pay any amount owed to SERVICIO LEGAL S.A.S. for fees or expenses, as long as such amount is liquid, due and payable. In case of advance payments for complementary services or reasonable expenses incurred by the Client in accordance with the value defined on the Site for the Services, if, for any reason, upon termination of the Services there is an excess in favor of the Client, SERVICIO LEGAL S.A.S. shall inform the Client and the Client may request a refund within a maximum period of twelve (12) months from the date of notification by SERVICIO LEGAL S.A.S.. Upon expiration of such period without the Client having formally requested the reimbursement of the positive balance in its favor, SERVICIO LEGAL S.A.S. shall have no obligation to make such reimbursement in accordance with applicable law. The foregoing shall also apply in cases in which the Service is frustrated for any reason and as a result there is a surplus in favor of the Client. The value of the Services shall be satisfied even if the transaction or matter to which the Services relate is frustrated. The Client’s obligation to pay the value of the Services to SERVICIO LEGAL S.A.S. is independent of any rights that may accrue to the Client against third parties by reason of the Services rendered.

5- Invoicing and payment

Unless otherwise agreed by the parties, payment for LEGAL SERVICE S.A.S. services is made through the Site. SERVICIO LEGAL S.A.S. has contracted with various service providers with experience and proven reliability in the management of online transactions, the development of software applications that allow, through the respective integration of such applications on the Site, the possibility for the Client to make payment by any means it chooses, for the Services of SERVICIO LEGAL S.A.S., including payment of reasonable expenses or additional services. Exclusively in cases where the provision of the Services has been verified in full in favor of the Client, SERVICIO LEGAL S.A.S. will issue the respective invoice(s), which will be available to the Client through the Site. Any objection by the Customer regarding an invoice should be sent as soon as possible to the e-mail address [email protected]. In the event of non-payment of the value of the Service contracted by the Client, SERVICIO LEGAL S.A.S. shall not be obliged to initiate or execute any provision of Services to the Client, without any claim or complaint by the latter for any damages that may arise therefrom. If the Client requests the provision of Services for companies under its control or for any other third parties, or in other cases where the legal costs are borne by third parties, SERVICIO LEGAL S.A.S. will invoice the indicated entity directly.

6- Information, documentation and confidentiality

SERVICIO LEGAL S.A.S., will request from the Client all information and documentation that in its opinion are necessary for the proper and efficient provision of the Services. The information and documentation shall be sent by the Client to LEGAL SERVICE by the means deemed most suitable. By default, the documents must be uploaded by the Client on the Site and, alternatively, sent by e-mail to SERVICIO LEGAL S.A.S. in accordance with the instructions we will provide from time to time. The Client represents and warrants that it is duly authorized and empowered to submit the documentation and information provided to SERVICIO LEGAL, and shall hold SERVICIO LEGAL S.A.S. harmless from any third party claim arising from access to information or documentation submitted by the Client or at its request. SERVICIO LEGAL S.A.S. shall not be liable in any case for the consequences that may follow for the Client for having sent untruthful, inaccurate or incomplete information or documentation. SERVICIO LEGAL S.A.S., is obliged to safeguard the confidentiality of all information and documentation received from the Client that are not in the public domain, and may only disclose it with the authorization of the Client or by order of any administrative, judicial or legally authorized authority. When SERVICIO LEGAL S.A.S. subcontracts work to word processing, photocopying or other service providers, it shall protect the confidentiality of the Client’s information and documentation. The duty of confidentiality of SERVICIO LEGAL S.A.S. with respect to the information and documentation received from the Client shall not apply with respect to the Client’s own interlocutors or contact persons or other professional advisors of the Client who are involved in the same matter, unless the Client establishes any prior indication or limitation to the contrary. Upon completion of the Services, SERVICIO LEGAL S.A.S. will return to the Client any original documentation in its possession relating to the same or to the particular matter to which the Services have referred, subject to prior indication by the Client of the terms under which such return is to be made. The Client authorizes SERVICIO LEGAL S.A.S. to retain copies of any information and documentation provided by the Client in connection with the provision of the Services for as long as it deems appropriate, subject to SERVICIO LEGAL S.A.S.’s duty of confidentiality in accordance with these Terms of Use and the Site’s privacy policy. Unless expressly stated otherwise by the Client, the Client authorizes SERVICIO LEGAL S.A.S. to publicize on the Site or otherwise, its involvement in the provision of the Services to the Client, provided that no confidential information is disclosed.

7- Communications

The Client accepts unencrypted electronic mail as a means for the flow and exchange of documentation, information and, in general, as a channel of communication with LEGAL SERVICE for the provision of the Services. The Client exempts LEGAL SERVICE from any liability for the interception or access to e-mails by unauthorized persons, as well as any damage or harm that may occur to the Client as a result of computer viruses, network failures or similar events, unless it was due to a cause attributable to LEGAL SERVICE. By mutual agreement, and for those documents or information of special relevance or sensitivity that so require and have been previously defined, additional security procedures and measures may be established for the transmission and exchange of information and documentation.

8- Conflicts of interest

The LEGAL SERVICE may act on behalf of any third party (even if the interests of such third party are contrary to the interests of the Client), when they relate to matters or questions other than and unrelated to the matters entrusted by the Client to the LEGAL SERVICE or even when this might involve acting on behalf of the Client or any other entity in which the Client has an interest, In such situations there shall be no conflict of interest that would prevent the LEGAL SERVICE from accepting and performing such assignments on behalf of third parties, except in those cases in which, in accordance with the applicable regulations, this is not possible.

9- Communications

Pursuant to current legislation on the prevention of money laundering and the financing of terrorism, the Client, at the time of contracting the LEGAL SERVICE Services, undertakes to (i)

to provide, in a complete and truthful manner, all necessary information required for this purpose,

(ii)

expressly authorizes LEGAL SERVICE to carry out the verification actions it deems appropriate in this regard and, without prejudice to the foregoing,

(iii)

represents that the origin of the funds used to pay for LEGAL SERVICE Services is lawful and does not contravene the provisions of current legislation on the prevention of money laundering and the financing of terrorism. In case of failure to obtain the necessary information, LEGAL SERVICE will be unable to provide Services to the Client, without any liability whatsoever for LEGAL SERVICE.

SERVICIO LEGAL may be subject to the obligation to report to the Financial Information and Analysis Unit any fact or transaction with respect to which there is an indication or certainty that it is related to money laundering or the financing of terrorism, and must refrain from executing any transaction in respect of which such circumstances become apparent. LEGAL SERVICE shall not be liable to the Client for any damages that the Client may suffer as a result of LEGAL SERVICE’s compliance with such legal obligations.

10- Termination

The Client may terminate the provision of the Services at any time, without giving any reason for doing so. Subject to compliance with applicable regulations, LEGAL SERVICE may terminate the provision of ongoing Services (or refuse to address one or more specific matters) at any time, with reasonable notice, for reasons of loss of confidence, ethical, ethical, deontological or any other reason. Upon termination of the Service, LEGAL SERVICE shall not be obliged to provide any additional services, nor to provide the Client with updates of information, opinions, recommendations, advice or counsel arising from regulatory changes or any other events after the date of such termination.

11- Responsibility

LEGAL SERVICE shall be liable to the Client for any loss or damage caused by causes attributable to LEGAL SERVICE or to its professionals or employees as a result of fraud or gross negligence on the part of any of them. Other than in such cases, LEGAL SERVICE’s liability shall be to the extent specifically determined for each Service in accordance with the scope defined on the Site, as well as the scope set forth below in these Terms of Use. In no event shall LEGAL SERVICE be liable for any damages arising out of, or caused, in whole or in part, as a result of misrepresentation, concealment or any other conduct of the Client that was wilful or negligent, or not in accordance with the principles of good faith, or defaults arising out of causes beyond its reasonable control. The liability of LEGAL SERVICE shall be limited to direct damages (excluding, therefore, loss of profits, loss of business or reputational damage) actually caused to the Client. LEGAL SERVICE’s liability to the Client in connection with the Services is conditional upon the Client submitting a written claim, stating in sufficient detail the nature of the claim and the amount claimed, within a period not exceeding three (3) years from the end of the provision of the Services, except in the case of fraud, in which case the statute of limitations established by law shall apply. LEGAL SERVICE’s liability, if any, shall be borne solely by the Client. LEGAL SERVICE shall not be liable for any damages that may be caused to third parties as a result of the use that the Client may make of the Services outside the proper destination of the same. The Client undertakes not to instigate a third party to sue professionals or employees of LEGAL SERVICE in connection with the Services. In the event of a claim by a Client against LEGAL SERVICE for any reason whatsoever, if the subject matter of the Services involves Outside Professionals or other persons or entities outside LEGAL SERVICE who may be liable, LEGAL SERVICE’s proportional liability to the Client shall not be increased by reason thereof: (i)

that the limitation or exclusion of its liability is agreed with another responsible person; or

(ii)

of the impossibility of obtaining compensation from another responsible person.

In no event shall LEGAL SERVICE’s liability be excluded for actions or omissions for which liability cannot be excluded or reduced under applicable law.

12- Processing of personal data

The Client is hereby informed that the personal data provided to SERVICIO LEGAL by accepting these Terms of Use, as well as any data provided in the future as a result of its relationship with SERVICIO LEGAL (the “Personal Data”), will be incorporated into a database for which SERVICIO LEGAL will act as responsible and in charge and which will be processed as provided in our Terms of Use. Privacy Policy. The purpose of the processing of Personal Data includes the following activities: (i)

maintenance, development, control and execution of the professional relationship that, within the framework of the provision of the Services, it maintains with SERVICIO LEGAL;

(ii)

communications with the Customer for information or marketing purposes;

(iii)

billing for the Services;

(iv)

report of the consultancies object of the Services to include them as LEGAL SERVICE experience.

The Client may exercise at any time the rights to know, update, rectify and request the deletion of their Personal Data in accordance with the provisions of the privacy policy. The Client hereby expressly and voluntarily informs and authorizes SERVIVIO LEGAL S.A.S. to process his or her Personal Data so that they may be used for the purposes set forth above.

13- Full agreement

Unless otherwise agreed between the Client and LEGAL SERVICE, these Terms of Use constitute the entire agreement between the two parties in connection with the commissioning of Services and shall normally be supplemented as provided below, which, among other things, includes the specific services to be provided and the determination of the value for such Service. Unless otherwise agreed, these Terms of Use shall apply to any order placed by the Client with LEGAL SERVICE in the future. LEGAL SERVICE shall not be obliged to commence the provision of the Services until payment of the fees associated with the contracting of the Services through the Site has been made. In the event that any of these terms and conditions are determined to be null and void, this shall not affect the remaining terms and conditions, which shall remain in full force and effect.

14- Applicable legislation. Fuero

The relationship between the Client and LEGAL SERVICE is expressly subject to Colombian law. In the event of any discrepancies or claims that may arise from the interpretation or execution of the legal relationship between the Client and LEGAL SERVICE, both parties, expressly waiving any other jurisdiction to which they may be entitled and without prejudice to the mandatory rules on jurisdiction, voluntarily submit to the Courts and Tribunals of Colombia.