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Terms and conditions of the proposal

CONTENTS

I. Conflict of interests

II. Confidentiality

III. Source of income

IV. Duty to inform

V. Good faith free from guilt 

VI. Extinction of ownership

VII. Anti-corruption

VIII. Data  protection and authorization for reporting of financial data 

IX. Termination

X. Provision of services

     I. Conflict of interests

This proposal is subject to the verification of the non-existence of any apparent circumstance limiting the provision of the Services by UH, in accordance with the laws governing the legal profession in Colombia.

Once the foregoing has been ascertained, if in the course of counseling UH determines that there is any new fact that may constitute a limitation to the provision of the Services, it shall immediately communicate the reasons and circumstances thereof to the Client. Client specifically acknowledges that UH may represent Client's competitors or business counterparties and those of its affiliated or related companies in matters not substantially related to the subject matter and scope of the proposal or any other legal services provided by UH to Client or its affiliated or related companies at any time (the "Permitted Adverse Representations"). In this regard, as an integral part of the Proposal, 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 you at any time and by virtue of the Proposal and other legal services provided by UH to Client or its affiliated or related companies at any time.

     II. Confidentiality

All persons linked to our firm are and will be required to preserve the professional secrecy with respect to the information provided by our clients, the communications held with them and the very nature of the advisory services. The information and the content of the communications will only be disclosed to third parties with the consent of the Client, and for these purposes, it will be understood that all the information provided by the client in the development of the consultancies, which has not been publicly disclosed, is confidential.

Both parties are obliged to maintain the confidentiality and reserve of all information provided by the other party in the development of negotiations, relations and agreements entered by the parties on the occasion of the contract arising from the acceptance of this proposal; as well as the information derived from the communications exchanged between the parties, visits to the facilities. The parties are obliged to use the Confidential Information received from the other party, only to carry out the object of the contract. For any obligation related to the confidentiality of the information, the term shall commence on the date of acceptance of the offer and shall extend for three (3) years from the date of termination.

     III. Source of income

The Parties declare:

a) That its income or assets do not come from activities of any illicit activity contemplated in the Colombian Criminal Code or in any norm that substitutes, adds or modifies it. Consequently, it declares that its income or assets are linked to the normal development of lawful activities proper to its corporate purpose.

b) That it has not carried out transactions or operations aimed at the realization or financing of illicit activities contemplated in the Colombian Criminal Code or in any norm that substitutes, adds or modifies it, or in favor of persons related to such activities.

c) That the resources or goods object of the present contract do not come from any illicit activity contemplated in the Colombian Criminal Code or in any norm that modifies, adds or substitutes it.

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

e) That it complies with the regulations on prevention and control of money laundering and financing of terrorism (ML/FT) applicable to it, having implemented the policies, procedures and mechanisms for the prevention and control of money laundering or financing of terrorism derived from such legal provisions.

f) That it, nor its shareholders, associates or partners that directly or indirectly hold five percent (5%) or more of the capital stock, contribution or participation, nor its legal representatives and members of the Board of Directors, are negatively registered in national or international lists of prevention of money laundering and financing of terrorism as well as in national and international lists or databases related to illicit activities, being UH authorized to carry out the verifications it considers pertinent and to terminate any commercial relationship if it verifies that any of such persons appear in such lists.

g) That there are no investigations or criminal proceedings for fraudulent offenses against this party or its shareholders, associates or partners that directly or indirectly hold FIVE PERCENT (5%) or more of the capital stock, contribution or participation, or its legal representatives and members of the Board of Directors, UH shall be entitled to carry out the verifications it deems pertinent in databases and in national or international public information and to terminate any commercial relationship if it verifies that there are investigations or proceedings against any of such persons or there is information in such public databases that may place UH at legal or reputational risk.

     IV. Duty to inform

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

Likewise, the Client shall inform UH of the initiation of any criminal proceeding, regardless of whether it is in the investigation or trial stage, carried out by the competent authority where it is a party to the process, as well as any summons made by such Authority to appear within an investigation or criminal proceeding, regardless of the capacity in which it is summoned.

     V. Good faith free from guilt

The Client declares that within the contracting or relationship process it complied with the obligations established in the applicable regulations related to the prevention and control of the risk of money laundering and financing of terrorism, as well as with the internal procedures established in this matter. Consequently, the Client, in the subscription of the contract arising from the acceptance of the proposal, acted with the maximum diligence established in the applicable regulations and its internal procedures related to this matter.

     VI. Extinction of ownership

In the event that the advice involves assets subject to domain forfeiture, the Client declares that said assets are not involved in any of the causes enshrined in the law on domain forfeiture.

 

In the event that any asset that is the object of this contract is subject to a domain forfeiture measure, UH may terminate the contractual relationship, without being obliged to compensate the Client for any type of damage.

 

Consequently, the Client will indemnify the present and future damages caused by the initiation of the action for extinction of domain over the assets that are the object of the operation carried out under this contract that affects any real right acquired in the present legal relationship.

     VII. Anti-corruption

If applicable, each party declares each party, its shareholders, associates or partners, legal representatives or members of the Board of Directors has not given, offered or promised, to a foreign national public servant, directly or indirectly through one or more employees, contractors, administrators, or associates, its own or any subordinate legal person: (i) sums of money, (ii) objects of pecuniary value, or (iii) other benefit or utility, in exchange for the public servant performing, omitting, or delaying any act in connection with the exercise of his functions and in relation to the subject matter of this Agreement (a "Prohibited Transaction"). Each Party shall take reasonable measures to ensure that it will not engage in a Prohibited Transaction directly or indirectly through one or more of its own employees, contractors, managers, or associates, or through any subordinate legal person, and undertakes to immediately report to the other Party its knowledge of the occurrence of a Prohibited Transaction and to take such measures as may be reasonably necessary to avoid affecting the other Party by reason thereof.

 

Paragraph: A public servant shall mean any person holding a legislative, administrative or judicial office in a State, its political subdivisions or local authorities, or a foreign jurisdiction, regardless of whether the individual has been appointed or elected. Any person who exercises a public function for a State, its political subdivisions or local authorities, or in a foreign jurisdiction, whether within a public agency, or an enterprise of the State, its political subdivisions or local authorities, or of a foreign jurisdiction, is also considered to be a public servant. It shall also be understood that any official or agent of a public international organization has the aforementioned capacity.

     VIII. Data  protection and authorization for reporting of financial data 

By virtue of the acceptance of the Proposal, the Client:

 

(i) declares that the information provided by him/her is true, complete, accurate and up to date;

(ii) acknowledges and agrees that it will assume under its responsibility all legal, civil and criminal consequences in connection with the provision of false information and;

(iii) gives its prior, express and irrevocable consent to UH or whoever is in the future the creditor of the monetary obligation to:

(a) consult at any time, in the Risk Centrals, all relevant information to know the performance, payment capacity and assess the future credit risk of the Client;

(b) report to the Risk Centrals data on the timely compliance or non-compliance with the credit obligations or legal duties of patrimonial content of the Client, provided that it has been previously informed of this circumstance in the terms below;

(c) send the aforementioned information to the Risk Centers directly or through the Superintendence of Finance or other public entities that exercise oversight and control functions, so that they may process, analyze, classify and then supply it to said centers;

(d) keep, both in the databases of UH, as well as in the Risk Centers, with the due updates and during the necessary period indicated in their regulations, the information indicated herein and;

(e) report to the tax, customs or judicial authorities the information they require to comply with their control functions.

 

The foregoing authorization shall not limit the Client to exercise its right to corroborate at any time that the information provided is true, complete, accurate and updated, and in case it is not, to have a record of its disagreement, to demand its rectification and to be informed about the corrections made. Nor will it release the credit bureaus from indicating to you, upon request, who consulted your credit performance history during the six (6) months prior to your request. Finally, neither will it limit your right to be informed at least two (2) weeks in advance before being reported to the credit bureaus. The foregoing authorization does not allow UH and the Credit Bureaus to disclose the aforementioned information for purposes other than (a) the reporting of negative information to the Credit Bureaus; (b) the evaluation of the risks of granting a credit; and (c) the elaboration of statistics and the derivation of conclusions by means of mathematical models.

 

The Client declares and accepts that upon expiration of the term stipulated in the invoice for the payment of its credit obligation, prior communication from UH, it shall have an additional term of twenty (20) calendar days to make the payment of the total amount owed, at the end of which the negative report of its obligation may be made in the Risk Centers, in accordance with the preceding clause and the applicable laws. Notwithstanding the foregoing, the Customer expressly accepts that, for all applicable purposes, and especially in compliance with Article 12 of Law 1266 of 2008 and Decree 2925 of 2010, that any notification and/or information related to the status of the order or credit, may be made by any electronic means that UH implements, including but not limited to e-mail, SMS, IVR, telephone calls, or in the periodic statements/statements sent to the Customer, among others.

     IX. Termination

Either party may terminate the agreement arising out of the acceptance of the proposal at any time. Please note that if this agreement is terminated early, the Client shall be obliged to pay all fees incurred upon termination of the contract, as well as any expenses and payments to third parties incurred. The liability of UH, as well as that of its partners, associates, employees and any person who has performed any action on the occasion of this consultancy, shall in all events be limited to the total amount paid by way of fees to the Client, to the persons related to the Client and to the persons who have received consultancy services by reason of the proposal. The fact that any of the Parties, its shareholders, or partners, its legal representatives or members of the Board of Directors become linked or convicted by the competent authorities for ML/FT/ATF/ATF and source crimes or included in lists for the control of money laundering and financing of terrorism administered by any national or foreign authority, shall entitle the other party to terminate the Contract or cause the defaulting party to assign the contract.

     X. Provision of services

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

 

The legal advice and the recommendations presented to the client based thereon are based on the truthfulness and authenticity of the documents and reports provided to us, it being assumed in advance that all of them contain real and reliable information and are delivered to us in good faith and with prior reviews. In all cases, UH's liability shall be limited to the amount of the proposed fee.

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