Language
1.1. These General Terms and Conditions (the "Terms") govern all legal, financial, accounting, and tax services (the "Services") that UNO COUNSEL, S.C. (the "Firm") provides to its clients (the "Client"). The Terms are published at www.unocounsel.com and form an integral part of every service agreement between the Firm and the Client.
1.2. The Services may be engaged: (a) by signing an engagement letter (the "Engagement Letter"); or (b) by accepting a quote or proposal for services issued by the Firm (the "Quote"), through any written or electronic means, including email, messaging, or online acceptance. Acceptance of a Quote, full or partial payment of fees, or receipt of the Services constitutes full acceptance of these Terms, even where no Engagement Letter has been signed. The Firm may condition the commencement or continuation of the Services on the signing of an Engagement Letter.
1.3. In the event of any contradiction, the following order shall prevail: (i) the Engagement Letter; (ii) the Quote or Exhibit "A", as applicable; and (iii) these Terms. References in these Terms to the "Engagement Letter" shall also be understood to refer to the accepted Quote where no signed Engagement Letter exists. The version of the Terms applicable to each engagement shall be the version in effect and published as of the date of the corresponding signature or acceptance.
2.1. The Firm provides Services in the following lines, the specific scope of each engagement being as described in the Quote or in Exhibit "A" of the Engagement Letter:
2.2. Tax Services: ongoing tax compliance, tax planning aligned with business operations and growth, cross-border tax coordination, and support with tax requirements, audits, and obligations.
2.3. Each service line and each engagement constitutes an independent engagement, with its own scope, responsible partner, and fees. The engagement of one service line does not imply the engagement of the others, nor does it bind the Firm with respect to matters not expressly included in the Quote or in Exhibit "A". Any additional work shall be quoted separately or billed at the Firm's then-current hourly rates.
3.1. The Client undertakes to provide truthful, complete, and timely information and documentation, and to cooperate with the Firm and keep it informed of any relevant facts. The Services are provided exclusively on the basis of the information provided by the Client; the Firm is not required to audit, opine on, or independently verify such information. The Client shall be solely responsible for the consequences arising from false, incomplete, inaccurate, or untimely information, including any resulting adjustments, surcharges, fines, penalties, or loss of rights.
4.1. Fixed or recurring fees are billed and payable in advance, within the first 5 (five) calendar days of the corresponding period or, for new engagements, prior to the commencement of work.
4.2. Hourly and variable fees are billed at the close of the engagement or on a monthly basis, and are payable within 15 (fifteen) calendar days following the date of the invoice.
4.3. The Firm will send monthly account statements. If the Client raises no objection within 10 (ten) calendar days of receipt, the account statement shall be deemed approved and accepted.
4.4. Payment is deemed made on the date the funds are credited to the Firm's account. Expenses, fees, notarial and registration fees, taxes, and other disbursements are not included in the fees and shall be advanced or reimbursed by the Client.
5.1. When fees are quoted in United States dollars (USD), the Client may: (i) pay them in that currency, provided the Firm gives its express approval, or (ii) pay them in Mexican pesos, at the exchange rate for settling obligations denominated in foreign currency published by Banco de México in the Federal Official Gazette (Diario Oficial de la Federación) on the date of payment; provided that the parties expressly agree that the applicable exchange rate shall in no event be lower than MXN $18.00 per USD $1.00. If the published exchange rate is lower than such minimum, the agreed minimum shall apply. For late payments, the exchange rate in effect on the actual payment date shall apply, subject to the minimum set forth above.
6.1. Any discount granted to the Client in the Engagement Letter or in the Quote is in the nature of a prompt-payment discount and is conditioned on full and timely compliance with the payment terms. An invoice not paid within the applicable term forfeits the discount and shall be recalculated at the full rate; likewise, for as long as any invoice remains past due, new invoices shall be issued at the full rate. The discount shall be reinstated, going forward, once the account has been fully brought current.
7.1. The Client's account shall be deemed in default when: (a) any invoice is more than 30 calendar days past due; or (b) two (2) or more invoices remain unpaid, regardless of age. Past-due amounts shall accrue default interest at a rate of 3% (three percent) per month or the maximum rate permitted by law, whichever is lower, compounded monthly.
8.1. Once default has been confirmed, the Firm shall notify the Client in writing (email to the designated address being sufficient), granting a 10-business-day period to bring the account fully current.
8.2. If that period expires without full payment, the Firm may apply, successively:
8.3. Exception. Time-sensitive actions subject to an imminent legal, regulatory, tax, or procedural deadline, the omission of which could cause serious and irreparable harm to the Client, shall not be suspended; such actions shall be performed and billed at the full rate.
8.4. Suspension or termination under this clause does not constitute a breach by the Firm, nor does it give rise to any liability on the Firm's part for the effects arising from non-payment, and it does not constitute a waiver of the right to collect amounts owed and any accessories thereto. The Firm may withhold pending deliverables to the extent permitted by law and professional ethics.
8.5. Service shall resume within 3 business days following full payment of the amounts owed. Reactivation shall be subject to reinstatement of the advance-payment arrangement and, where applicable, to any additional guarantees the Firm may reasonably require.
9.1. Accounting and tax services are provided exclusively on the basis of the information, documentation, supporting records, and books provided by the Client. The Firm does not perform external audit functions or issue audit opinions, except as expressly agreed in writing.
9.2. The Client is and remains the sole holder of, and responsible party for, its tax obligations, including the determination and payment of its taxes, the issuance and retention of tax receipts (comprobantes fiscales), and the retention of its accounting records under the Federal Fiscal Code (Código Fiscal de la Federación). The Firm does not assume the status of joint and several obligor or substitute obligor of the Client.
9.3. The timely filing of returns, notices, and other obligations under the Firm's responsibility is conditioned on the Client delivering complete information at least 5 (five) business days prior to the corresponding deadline. The Firm shall not be liable for adjustments, surcharges, fines, or penalties resulting from the Client's late, incomplete, or inaccurate delivery of information.
9.4. Opinions, criteria, and recommendations on tax matters are issued in accordance with the legislation, case law, and authorities' criteria in effect as of the date of issuance, which may change, including with retroactive effect. The Firm assumes no obligation to update previously issued opinions, except by express engagement, and does not guarantee the outcome of rulings by tax or judicial authorities.
9.5. Cross-border matters. Tax or accounting coordination in international contexts is limited to the Mexican aspects of the engagement. Where advice from other jurisdictions is required, it must be provided by local advisors, whose engagement, instructions, and cost are the Client's responsibility; the Firm may coordinate with such advisors but assumes no responsibility for their work, opinions, or omissions.
10.1. Financial services comprise analysis, modeling, projections, valuations, and other information supporting the Client's decision-making. They do not constitute regulated investment advice, a recommendation to buy or sell securities, or a promise of financing, returns, or results, except as expressly agreed in writing.
10.2. Financial projections and models are based on assumptions and information available as of the date of preparation; actual results may differ significantly. Business, investment, financing, or divestment decisions are the sole responsibility of the Client and its governing bodies.
10.3. CFO as a Service. Except as expressly agreed in writing, the provision of financial services—including the CFO as a Service arrangement—does not mean that the Firm or its personnel assume management, executive, representative, or decision-making roles within the Client, nor authority to dispose of, sign for, or manage the Client's accounts, resources, or assets. The Firm's personnel act at all times as an independent external advisor.
11.1. The total and aggregate liability of the Firm, its partners, associates, and personnel, arising from or related to each engagement, shall be limited to actually proven direct damages and shall not exceed the amount of fees actually paid by the Client to the Firm for the relevant engagement during the 12 months preceding the event giving rise to the claim.
11.2. The Firm shall in no event be liable for indirect or consequential damages, lost profits, loss of opportunity, loss of data, or reputational harm.
11.3. Liability by area. Each engagement and each service line is independent; any liability that may arise shall be enforceable solely with respect to the engagement and the area that provided the relevant service. The partners responsible for other areas, and the Firm with respect to other engagements, assume no joint and several liability whatsoever.
11.4. Any claim must be notified in writing to the Firm within 12 months of the Client becoming aware, or of when it should have become aware, of the event giving rise to it; after that period elapses, the claim shall be deemed waived to the extent permitted by law. Nothing agreed herein limits liability that cannot be limited under applicable law.
12.1. The Client shall indemnify and hold harmless the Firm, its partners, associates, and personnel from any third-party claims (including from authorities) and from damages, expenses, and reasonable defense fees arising from: (a) false, incomplete, or inaccurate information provided by the Client; (b) use of the deliverables for purposes other than those of the engagement, or by unauthorized third parties; or (c) the Client's breach of the Engagement Letter, these Terms, or applicable law.
13.1. The Firm shall keep the Client's non-public information confidential. Legal services further benefit from professional secrecy under applicable law. When the Firm provides the Client with services from more than one area, it shall maintain technical separation and independence between them and, where necessary, information barriers. Personal data is processed in accordance with the Federal Law on the Protection of Personal Data Held by Private Parties (Ley Federal de Protección de Datos Personales en Posesión de los Particulares) and the Firm's privacy notice.
14.1. Under the Federal Law for the Prevention and Identification of Transactions with Illegally-Sourced Funds (Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita), its Regulations, and other applicable provisions, the Firm is required to maintain client identification records and, in certain cases, to file notices with the Tax Administration Service (Servicio de Administración Tributaria) when it engages in activities considered "vulnerable" (including, among others: real estate transactions; the management of resources, securities, or accounts; the incorporation, merger, spin-off, operation, and administration of legal entities or corporate vehicles; and the purchase and sale of companies). The Client undertakes to provide the information and documentation requested for this purpose; the Client's refusal shall entitle the Firm to decline to provide the relevant service, without liability.
15.1. Deliverables are prepared for the Client's exclusive use and for the purposes of the engagement. The Client may not disclose them to third parties or use them in contexts other than those intended without the Firm's prior written consent. The Firm's working papers, methodologies, models, and technical know-how remain its property.
16.1. The Firm shall retain client files for the 3 years following completion of the engagement, or for such longer period as required by applicable law (including tax and anti-money laundering matters), after which it may destroy them without prior notice. The Client may request, in writing, the return of its documents at any time prior thereto. The obligation to retain the Client's accounting records rests with the Client itself.
17.1. Either party may terminate an engagement upon written notice given 15 calendar days in advance, without prejudice to termination for non-payment under clause 8. The Firm may also terminate for: the Client's breach, its failure to cooperate, its refusal to follow the Firm's professional advice on a material matter, and any fact that renders continuation of the service unlawful or contrary to professional ethics. Upon termination, all outstanding amounts shall become immediately due. Once an engagement has concluded, the Firm has no obligation to monitor deadlines, renewals, legislative changes, or subsequent events, except by express and compensated engagement.
18.1. Nothing in the Engagement Letter or in these Terms constitutes a promise or guarantee of the outcome of any matter. Any statements by the Firm regarding possible outcomes are merely expressions of professional opinion.
19.1. These Terms, each Engagement Letter, and each Quote are governed by the laws of Mexico. For any dispute, the parties submit to the jurisdiction of the competent courts of Mexico City, waiving any other venue that might otherwise apply to them.
20.1. The Engagement Letter or the Quote, including Exhibit "A" where applicable, together with these Terms, constitute the entire agreement between the parties and may only be amended in writing signed by both. The invalidity of any provision shall not affect the others. Failure to exercise any right shall not constitute a waiver thereof. The Firm may update these Terms; the version applicable to each engagement shall be the version in effect and published as of the date of the corresponding Engagement Letter or Quote.
