Terms, General Conditions, and Data Processing
Our Relationship with You
We are members of the global network of BORNER firms (BORNER Firms), each of which is an independent legal entity.
We may subcontract part of the Services to other BORNER firms, who may negotiate directly with you. However, we remain solely responsible to you for the Reports, the provision of the Services, and all obligations arising from this Agreement.
Your Responsibilities
You are responsible for ensuring that your personnel comply with the obligations of this Agreement.
Our Reports
You should not make decisions based on preliminary Reports.
Limitations
Neither you, nor any other party receiving the Services, may claim compensation for indirect damages arising from this Agreement or the Services, whether or not such damages were foreseeable.
Neither you nor any other party receiving the Services may claim a total sum for damages exceeding 100% of the fees actually paid for the Services, provided that the claims arise due to non-compliance with this Agreement or are related to the Services. BORNER will cover financial losses as long as all technical and informational integrity requirements are met within the specified times and conditions established in the diagnostic and setup phases of our methodology.
Paragraph: We will not be liable or obligated to indemnify if the results of the services provided are deficient due to incomplete, insufficient, or incorrect information provided by you.
Indemnity
To the fullest extent permitted by applicable law and professional standards, you shall indemnify us, other BORNER Firms, and BORNER Persons from any third-party claims, as well as damages, costs, and expenses (including legal costs) arising from your breach of this Agreement.
Confidentiality
- We comply with professional confidentiality standards and will treat the information you disclose ("Client Information") accordingly. BORNER is not obligated to maintain confidentiality if the information (i) becomes publicly known for reasons other than a breach of confidentiality; (ii) is disclosed by third parties without confidentiality obligations; or (iii) must be disclosed by law or competent authority.
Data Protection
You authorize us to collect, use, transfer, store, or process ("Process") Client Information related to individuals ("Personal Data"). We will process Personal Data in compliance with applicable laws and require service providers processing Personal Data on our behalf to meet these standards.
You guarantee that you have the authorization to provide us with the necessary Personal Data in connection with the provision of the Services and that the Personal Data you provide has been processed in accordance with applicable law.
Request and Hiring of BORNER Personnel
Our professional independence may be affected if you request or hire certain BORNER personnel. This could delay service delivery or cause us to withdraw from the engagement. For the term of this Agreement and for 12 months thereafter, you may not, without our prior written consent, offer employment to any BORNER employee involved in the provision of the Services.
General Fees and Expenses
You must pay our professional fees and specific expenses related to the provision of the Services as detailed in the corresponding Engagement Letter.
Term and Termination
This Agreement applies to all Services provided at any time, including prior to the date of this Agreement.
Governing Law and Dispute Resolution
This Agreement and any non-contractual obligations arising from it will be governed by and construed in accordance with the laws of Colombia.
If any disputes arise between BORNER and the Client that cannot be amicably resolved, they will be submitted to arbitration at the Arbitration and Conciliation Center of the Bogotá Chamber of Commerce.
Miscellaneous
This Agreement constitutes the entire agreement between us regarding the Services and supersedes all previous contracts, agreements, and statements.
The parties acknowledge that this Agreement may be modified in the future by mutual agreement, and such modifications must be in writing.
BORNER retains ownership of the working papers developed in connection with the Services.
Neither party may assign its rights or obligations under this Agreement.
If any provision of this Agreement is deemed illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
If there is any conflict between different parts of this Agreement, the following order of precedence will apply: (a) the Engagement Letter, (b) these Terms and Conditions, and (c) any annexes to this Agreement.
We may publicly use your name to identify you as our client, but we will only reference you in relation to the Services if it is publicly known that we are providing or have provided them.