GENERAL

TERMS AND CONDITIONS

Introductory Note: Please read the following indications carefully. They will be useful when dealing with SELEGTRAL and, without requirement of any confirmation whatsoever, it is understood that you have read this section and accepted its contents before you make contact with us. All the following terms and conditions are “general“, i.e. they rule by principle every business relation that may be generated between SELEGTRAL and a possible client. Each modification and/or amplification of these General Terms & Conditions must be in writing and also requires SELEGTRAL’s written consent, thus giving place to special terms and conditions that exclusively apply to the one order for which they were established. We do not accept any complaints with regard to any issue or aspect that is explained herein. Nevertheless, if you are in doubt about the scope of some of the following, you are absolutely free to contact us and solve this point BEFORE you hire our services. Once the service agreement is entered into (see for details below), you have voluntarily agreed to these General Terms & Conditions. The following titles are only meant to facilitate reading. Certain aspects may be dealt with in more than one title.

Entering into the Service Agreement and Professional Fees: There are several ways to establish a first contact between SELEGTRAL and a possible client. The initiative may come either from SELEGTRAL (unsolicited offer) or the possible client (solicited offer), and can be oral or in writing or in any other form of communication. When a possible client responds to an unsolicited offer or directly requires a service, SELEGTRAL will answer to such request and in one or more communications the amount of the required services will be determined.

Once the parties have agreed as to which services are actually needed from SELEGTRAL, upon the client’s request we will elaborate a written quotation of our professional fees. It is understood that such quotation does not include any official fees or any expenses that have to be made to carry out the client’s order. However, upon request we will be pleased to give a not binding estimate of these official fees and expenses.

Our quotation of professional fees does not include any taxes or other fiscal charges that may apply to the service or invoice in Ecuador or the client’s country of residence. Such legal charges shall be included upon elaboration of the final invoice, and according to their nature it will be either SELEGTRAL’s or the client’s obligation to give them the corresponding fiscal treatment. Our quotation may become the subject of negotiations between the parties before entering into the service agreement, but not afterwards.

The service agreement is usually entered into when the client accepts in writing SELEGTRAL’s final quotation Upon such acceptance both the parties shall undertake all necessary steps to carry out the agreement, being the client’s major obligation to provide in a timely and orderly fashion all the required financial means and information and/or a broad and sufficient Power of Attorney (POA) as may be required by SELEGTRAL in order to duly perform its services. SELEGTRAL, on the other hand, will search the best possible way to render the agreed services, limiting its obligation and responsibility to its best efforts and not to the result, as the result, due to the nature of many services, cannot be granted.

If a possible client does not expressly request a quotation of professional fees from SELEGTRAL, the service agreement is also entered into by the fact that the possible client has requested in a proper way one or more services from SELEGTRAL and SELEGTRAL accepts the order orally or in writing. In this case, the client tacitly agrees that SELEGTRAL shall freely fix the professional fees for the required service.

Advanced payments, Invoicing and Period Allowed for Payment of the Final Invoice: Depending on each case, SELEGTRAL may require the client to provide advanced payments so as to enable us to fulfill our tasks. These advanced payments are usually destined to cover all necessary fees and expenses, but can in some cases already include a downpayment on the agreed professional fees. SELEGTRAL reserves the right to suspend its any action to meet the agreed services until we can actually access these funds.

After completion of our services, we will prepare a final invoice, including our professional fees, any payments in advance we have received, the fees and expenses we have incurred as well as any applicable taxes and what else will have to be considered. It is the client’s responsibility to inform us on time about any tax or legal charge that might be applicable due to the laws of their country of residence.

The invoice can be sent to the client via e-mail or fax, and is thus duly delivered without the need of any handwritten signature. Upon the client’s request, we can ship the original invoice signed by the associate in charge via regular mail or private courier (such as DHL, UPS) together with any documentation that we may owe the client or in separate mail.

After reception of the final invoice via e-mail or fax, the client has a period of up to 4 (four) weeks for payment. Payment has to be complete and in such way as indicated by SELEGTRTAL. After this period is run out, the client is considered to have fallen into arrears and will be periodically (i.e. up to three times during the next three months) reminded of their obligation to make full payment on the final invoice. In this case, the client will also be subject to an interest rate of 6% (six percent) per annum, that is proportionally calculated from the day they fell into arrears plus the expenses for issuing each reminder. Accordingly, the reminders will indicate the amount that is currently owed due to this policy.

Professional Ethics and Responsibilities: When rendering the agreed services, SELEGTRAL will strictly abide to the existing laws and administrative regulations. Under no circumstances will we be involved in unlawful activities nor will we apply any means that are penalized by Law for the purpose of performing our services. We reject any dishonest practice of law and fulfill our duties with complete transparence for our clients, keeping absolute secrecy of any issue, information or document that is being entrusted to us. We assist our clients in enforcing their legal rights and give them our impartial appreciation of their legal situation, advising them in accordance with their individual circumstances, and thus enabling them to make the best out of their personal situation. We will NOT become accomplices in procuring our clients any undeserved advantages by means of manipulation or abuse of the judicial and administrative powers in Ecuador and in detriment of the lawful expectancies of any third party.

For reasons of professional ethics we do not accept any case that has been brought to our attention due to our special relationship with the Embassy of the Federal Republic of Germany in Quito, unless the prior consent of the Embassy has been obtained in writing or the Embassy itself is referring us the case. Even under these circumstances, there is no obligation on behalf of SELEGTRAL to accept such case.

If for reasons outside our powers and influences the accomplishment of a service agreement becomes impossible, we will duly inform the client about this fact and liquidate on that occasion or another our professional fees and any expenses that had been incurred into until the moment we came across such impossibility. In this case, our professional fees shall only be reduced if we explicitly agree to such reduction and only to an amount that will be freely determined by SELEGTRAL in accordance with the work that has already been done.

The same procedure shall be applied to the case when a client should wish to withdraw from a service agreement they had already entered into. In this case, the client shall also be held responsible for any damage that his decision inflicts upon SELEGTRAL or any third party that has been involved in the fulfillment of the service agreement. This general term does not exclude the possibility of stipulating an additional penalty for breach of contract.

According to the nature of the matter entrusted to us, we may require the client to ship us documentation or grant one or more public deeds (e.g. agreement, certificates, power of attorney), which requires the client’s timely cooperation.  We shall not be held responsible for any damage caused by the client’s neglect to cope with his duty to cooperate in these and other matters. We shall also not be held responsible for any delay that is caused by any private or public entity that is involved in the execution of the agreed services.

In order to ensure a swift attention of the agreed services, SELEGTRAL expressly reserves the right to entrust their fulfillment, under its responsibility, to one or more individuals, build teams or subcontract the services of third parties.

Copyright and Translations: In the service area TRANSLATIONS AND INTERPRETATIONS we translate texts for private individuals or enterprises under the assumption that our client is the lawful owner of the source text or its copy, and that the translation is only meant to serve their private purposes or that of the entity they represent. We do not authorize the translation’s reproduction, unless it is done in the same legal terms as would apply to the text that was given to us for translation. We expressly reserve the right to any commercial use of the translation together with any publishing house that has legally acquired the right to translate the text and publish such translation. Any violation of this point will be strictly prosecuted by us availing us of all legal means.

Competent Courts: Once the service agreement is entered into, the client becomes automatically subject to Ecuadorian Law and any complaint, claim or controversy that raises from the agreement shall be resolved by the civil and penal courts in Quito, Ecuador. Nevertheless, SELEGTRAL reserves the right to alternatively and at its free choice pursue any legal claim against the client before the administrative and judicial authorities of the client’s country of residence.

© by Angelo Lettere 2007 - 2009

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