General Terms and Conditions

As of August 1, 2017
BY PURCHASING THE SERVICES AS DESCRIBED IN YOUR ESTIMATE AND/OR THE RELEVANT SERVICE PACKAGE YOU AGREE TO ABIDE BY THIS AGREEMENT.
We are pleased that you have chosen Langon Colombia SAS (the “Company”) to provide you certain services in Colombia, South America (the “Services”).  The purpose of these General Terms and Conditions (“Agreement”) is to confirm the terms under which the Company will provide the Services to you.
  1. About Langon Colombia SAS.  We area unique law firm that offers comprehensive, multi-jurisdictional legal services in Colombia and around the world.
  2. Scope of Engagement.  We understand that you are engaging the Company to represent you in connection with the Services in Colombia, South America.  It is fully understood by both parties that this is not an exclusive arrangement and that you are free to use the Company or not.  You also agree that the Company may, from time to time, engage outside attorneys and consultants to assist us in the provision of the Services and hereby agree that any powers granted to us under this Agreement shall extend to such additional attorneys and consultants, provided that the activities of such attorneys are supervised by the Company.
  3. Term. This Agreement shall be in effect until the Company has completed all the Services (“Term”), unless it is terminated by either party prior to the expiration of the Term.
  4. Services.  The Services you are purchasing are those specified in the service estimate issued by the Company (“Estimate”) and/or service Package.  You acknowledge and agree that the Services may be provided by specialists not licensed as attorneys under Colombian law but who operate at the direction and supervision of licensed Colombian attorneys.
  5. Pricing.  The prices quoted in the Estimate are for the provision of Services involving a typical level of complexity.  Service fees may increase if it’s determined that your service requires more attention during your initial consultation.
  6. Additional Fees.  Note that prices specified in the Estimate may not include (1) IVA, which is typically 19% of total cost, and/or (2) Third Party Charges (as further defined below) such as translation fees, apostille services, filing fees and other fees.
  7. Third Party Charges. We will incur various disbursements and other charges in performing legal services for you (“Third Party Charges”).  You agree to pay for those charges and expenses in addition to our service fees.  For purposes of illustration, Third Party Charges may include (but are not limited to)  government filing fees, courier, messenger and other delivery fees, translation and interpretation fees, and accounting fees.
  8. Failure to Pay.  The Company reserves the right to cease all the Services provided to you in the event that you fail to pay any portion of our service fees or Third Party Charges within five (5) calendar days of receiving any of our statements/invoices. The Company may continue to provide services to you once any amounts that are outstanding are paid in full.
  9. Past Due Penalty.  Any amounts that are past due under this Agreement are subject to an interest penalty equal to 20% per annum.
  10. Refunds.  You may request a refund for the Services at any time.  If you request a refund the Company will transfer relevant funds to the account of your choice less (1) a service fee equal to the value of any work performed by the Company through the date when the Company received the request for a refund (such processing fee to be determined by the Company in its sole discretion); (2) the value of any Third Party Charges (including filings fees and other charges) through the date the refund was requested; and/or (3) any transaction costs charged by third-parties that process the refund. Funds paid to the Company that have already been paid to government entities or to suppliers are not refundable.
  11. Timing. The Company is committed to providing you the Services as efficiently and expeditiously as possible.  However, the Company will, at times, rely on third parties (including governmental agencies) in order provide you the Services.  You agree and acknowledge that the Company cannot always control the schedule and/or activities of these third parties.  Under no circumstances shall the Company, the parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents and/or representatives ever be liable for the Company’s inability to provide the Services where the inability to provide the Services by the Company is directly or indirectly related to the actions of any of these third parties.
  12. Conflicts of InterestAs you know, we represent a large number of clients in a wide variety of matters.  There is a possibility that other clients or prospective clients (who may be competitors of yours or have interests that may be adverse to yours) may call upon our firm for professional services in the future.  There may even be situations in which the Company is asked to represent another client in a matter that is directly adverse to you. We will always honor our duty of confidentiality to you and protect your information.  We expect that, so long as we act in accordance with ethical requirements, you would consent to our representation of other persons or entities whose interests are adverse to you or your affiliates in matters not substantially related to our engagement by you.  We agree, however, that we will not act adversely to you in any instance where, as the result of our representation of you, we have obtained sensitive, proprietary or other confidential information of a nonpublic nature that, if known to any such other client of ours, could be used in a matter in which we are retained by our other client to your or your affiliates’ material disadvantage, unless we screen our lawyers and paralegals who have such information from any involvement in the adverse representation.  You also understand that we may obtain confidential information from other clients that might be of interest to you, but which we cannot share with you.
  13. Responsibilities of the Company. We will provide services of a strictly legal nature, as previously has been described in general terms.  We will keep you apprised of developments and will consult with you as necessary to ensure the timely, effective and efficient completion of our work, but you acknowledge that we cannot guarantee the outcome of our legal services on your behalf.
  14. Responsibilities of the Client. You are responsible for paying our service fees and other charges as outlined elsewhere in this Agreement.  In addition, you will provide us with such factual information and materials as we require to perform the foregoing services and will make such business or technical decisions and determinations as are appropriate.  It is understood that you are not relying on us for business, investment or accounting decisions or to investigate the character or credit of persons with whom you may be dealing.
  15. Responsibilities of the Client. You agree to abide by the terms outlined in our Company Policies.
  16. Independence of the Company. As a matter of our professional responsibility and as long as in our judgment it will not substantively injure your position in this matter, we retain control over decisions affecting our reputation and professionalism.  The parties shall act as independent contractors in the performance of this Agreement.  Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, fiduciary or agency relationship between the parties for any purpose and the employees of one party shall not be deemed to be the employees of the other party.
  17. Termination by Client. We anticipate a successful and satisfying relationship with you.  Nevertheless, you retain the right at any time to terminate our services upon written notice to us, and we will cease to render additional services immediately after receiving such notice.  Such termination will not, however, relieve you of the obligation to pay the fees due for services rendered and costs advanced prior to such termination.
  18. Termination by the Company.  We reserve the right to withdraw from our representation of you at any time with your consent or for good cause.  Good cause includes your breach of this Agreement, your refusal to cooperate with us or to follow our advice on a material matter, your failure to pay our fees and expenses incurred in a timely fashion, your treatment of our lawyers and staff, or any facts or circumstances that would render our continuing representation unlawful, unethical or inconsistent with the degree of trust and communication necessary for the attorney-client relationship.  This right is in addition to those created by statute or recognized by the rules of professional responsibility.  Should we withdraw for cause, you will remain liable for all fees and costs incurred prior to our withdrawal.
  19. Effect of Termination. When termination occurs, papers and property that you have provided to us will, at your request, be returned to you promptly.  Copies of papers we have created for you, which you may need but no longer have, will be made available to you.  Our drafts and work product will belong to us.  We reserve the right, subject to any applicable laws or rules of professional responsibility to the contrary, to destroy within a reasonable time any items described in this paragraph that are retained by us.
  20. Client Information.  You agree that your purchase of the Services represents that the information supplied by you or your agent to the Company is accurate and complete. Your purchase also acknowledges that the Company is relying upon such information in the preparation and completion of each and all orders without any verification by the Company as to its accuracy or completeness. You agree to hold the Company and its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents and representatives harmless and defend and indemnify the Company from and against any claims, causes of action, damages and liability of whatever kind or nature, including but not limited to court costs and reasonable attorney fees if information provided by you or your agent is inaccurate or incomplete. It is your responsibility to inform the Company of any changes or corrections to your information.
  21. Special Offers or Add-on Products/Services Provided by Third-Parties. The Company occasionally partners with other companies to provide special offers and/or products/services that can be added to your service order (“Add-on Services”).  The Company identifies which offers, products or services are provided by third-parties by specifying in the Estimate the name of the company that will fulfill the offer, product or service. By purchasing the Services you understand and agree that in order to receive the Add-on Services the Company will share certain personally identifiable information for you with the applicable third-party provider. If you purchase Services that include Add-on Services, you may receive communications, content, documentation and/or other work product from our third-party partners (“Partner Work Product”). The Company is not responsible for and assumes no liability for any mistakes and/or misstatements of law in the Partner Work Product. You understand that the information and opinions in the Partner Work Product is neither endorsed by nor does it reflect the opinions of the Company.
  22. Unlawful Activity. The Company reserves the right to investigate complaints or reported violations of these Terms of Use and to take any action we deem appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators or other third-parties and disclosing any information necessary to such persons or entities. You acknowledge that the Company will have the right to report to law enforcement authorities any action that may be considered illegal, as well as any reports it receives of such conduct. When requested, the Company will cooperate fully with law enforcement agencies in any investigation of alleged illegal activity.
  23. Force Majeure..  The Company is not responsible for any delay or failure in performance in the provision of the Services in whole or in part for any reason including, without limitation: fires, floods, storms, earthquakes, civil disturbances, disruption of telecommunications, transportation, utilities, services or supplies, governmental action, computer viruses, corruption of data, hacker attack, incompatible or defective equipment, software or services or otherwise. Nothing herein enlarges any warranty or diminishes any disclaimer under these General Terms and Conditions.
  24. E-mail.  Documents sent to you via e-mail (whether or not containing confidential information) will not be encrypted unless you request us, in writing, to encrypt outgoing e-mail and we are able to agree with you and implement mutually acceptable encryption standards and protocols.  We make reasonable attempts to exclude from our e-mails and any attachments any virus or other defect that might affect any computer or IT system.  However, it is your responsibility to put in place measures to protect your computer or IT system against any such virus or defect, and we do not accept any liability for any loss or damage that may arise from the receipt or use of electronic communications from us.
  25. Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Delaware, without giving effect to principles of conflicts of law.
  26. Arbitration. Any matter that arises involving the performance or interpretation of this Agreement where the parties are unable to reach a mutually satisfactory agreement within a reasonable time, shall be settled and determined exclusively by net-ARB, Inc., which shall be conducted in accordance with the then prevailing commercial arbitration rules and regulations of net-ARB, Inc. Nothing in this Paragraph shall prevent any party to this Agreement from seeking injunctive relief in any court of competent jurisdiction in connection with any material breach of this Agreement by any party hereto.
  27. Severability.  If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.
  28. Entire Understanding. This Agreement sets forth the entire understanding between the parties hereto and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof.  No other agreements, representations, warranties or other matters, whether oral or written, shall be deemed to bind the parties hereto with respect to the subject matter hereof.  Each party acknowledges that it is entering into this Agreement solely on the basis of the agreements and representations contained herein, and for its own purposes and not for the benefit of any third party.
  29. Amendment or Waiver.  Langon may, at any time and without further notice, revise this Agreement by posting an amended version on its website. Any changes will be effective immediately upon posting.  The delay or failure by either party to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of that party’s right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.