GÄRTNER · Economic & Legal Advisors
Terms & Conditions
Last updated: May 2026
1. General Information and Scope
These Terms and Conditions ("Terms") govern the provision of advisory and consulting services by Gärtner Abogados Consultores S.A.S. ("Gärtner", "we" or "our") to its clients ("Client"). By engaging our services, requesting a proposal, or signing a service agreement, the Client agrees to be bound by these Terms.
These Terms apply to all service lines offered by Gärtner, including Legal and Fiduciary Advisory, Economic Analysis and Valuation, AI Transformation, and ESG Advisory, unless a specific service agreement expressly provides otherwise. In the event of a conflict between a contract and these Terms, the contract shall prevail.
2. Services
Gärtner provides cross-border advisory and consulting services, primarily in the Europe–Latin America corridor. The services are B2B in nature and are directed exclusively at businesses and professional entities. Gärtner does not provide services to end consumers within the meaning of applicable consumer protection regulations.
The services are defined in the relevant proposal, statement of work, or service agreement. Gärtner reserves the right to engage qualified subcontractors or associates without prior notice to the Client, provided that such engagement does not diminish the quality of the service or breach any confidentiality obligation.
Important notice: Gärtner's advisory outputs do not constitute regulated legal advice or legal services in any jurisdiction where such activities are reserved for licensed practitioners, unless expressly provided by an authorised attorney under a separate service agreement. Economic valuations prepared in Colombia under the RAA framework (Registro Abierto de Avaluadores) are provided under Colombian appraisal regulations and are valid for the purposes described in the relevant report.
3. Formation of Contract
A binding engagement is formed when: (a) the Client accepts in writing a proposal or offer issued by Gärtner, or (b) both parties sign a service agreement or engagement letter. Verbal agreements or informal communications do not constitute binding engagements unless confirmed in writing.
Gärtner reserves the right to refuse any engagement at its sole discretion, including on grounds of conflict of interest, regulatory restrictions, or reputational risk.
3A. Exclusion of Right of Withdrawal and Non-Returnable Deliverables
Gärtner provides services exclusively to businesses, entrepreneurs, and professional entities acting in the exercise of their trade, business, or profession. No natural person acting as a consumer within the meaning of the national transpositions of Directive 2011/83/EU of the European Parliament and of the Council, including, among others, Section 13 of the German Civil Code (BGB), or any equivalent national legislation, may enter into an engagement with Gärtner.
Accordingly, the statutory right of withdrawal applicable to consumer contracts does not apply to any engagement with Gärtner.
Once a service agreement, engagement letter, or proposal has been duly executed or accepted in writing by both parties, the engagement is fully binding on the Client. The Client may not unilaterally withdraw from, cancel, or rescind the engagement without cause. Deliverables provided or made available to the Client under any engagement are non-refundable from the moment of their delivery or the agreed delivery milestone. In the event of partial or complete cancellation of an engagement after execution, the Client remains fully liable for all fees accrued or due for work performed, costs incurred, and time allocated up to the effective date of cancellation, regardless of whether final deliverables have been received.
4. Duration and Termination
These Terms shall apply to each engagement from the date indicated in the accepted proposal and shall remain in force until the services have been fully delivered, unless terminated early in accordance with this provision.
Either party may terminate an engagement with immediate effect by written notice if the other party: (a) commits a material breach of these Terms or the specific proposal and fails to remedy such breach within thirty (30) days of receipt of the corresponding written notice; or (b) becomes insolvent, enters into liquidation, or has an administrator or receiver appointed over its assets.
Upon termination, the Client shall immediately pay Gärtner all outstanding fees for services rendered and expenses incurred up to the effective date of termination.
5. Client Obligations
The Client shall: (a) provide accurate, complete, and timely information, data, and documentation necessary for the performance of the service; (b) designate a qualified point of contact with authority to make decisions; (c) promptly notify Gärtner of any material change in circumstances that may affect the scope or execution of the engagement; and (d) refrain from using Gärtner's deliverables for purposes other than those agreed upon in the engagement.
Gärtner shall not be liable for any deficiency in the service resulting from the Client's failure to fulfil the above obligations. The Client acknowledges that the quality of the advisory work depends materially on the information provided by the Client.
6. Acceptance of Services and Deliverables
Upon delivery of any milestone, service, or deliverable, the Client shall have ten (10) days (the "Review Period") to inspect and evaluate it in order to verify its conformity with the specifications set out in the applicable proposal.
Deliverables shall be deemed tacitly and irrevocably accepted by the Client upon the earliest of the following events: (a) the expiry of the Review Period without written objection from the Client; (b) the Client's written confirmation of acceptance; or (c) any operational or commercial use of the deliverables by the Client.
If the Client rejects a deliverable due to a material non-conformity, it must notify Gärtner in writing within the Review Period, specifying the relevant defects with precision. Gärtner shall use commercially reasonable efforts to remedy such defects within a reasonable timeframe.
7. Fees and Payment
Fees are set out in the relevant proposal or service agreement. Unless otherwise agreed, invoices are due within twenty (20) calendar days of the invoice date. Gärtner may apply late payment interest at a rate of 5% per annum above the European Central Bank's reference rate for clients domiciled in the European Union, or at the maximum default interest rate permitted under Colombian law for clients domiciled in Latin America.
Gärtner reserves the right to suspend services if payment is overdue by more than fifteen (15) calendar days, without prejudice to any other rights or remedies. All fees are exclusive of applicable taxes, including VAT, which shall be charged separately as required by law.
Success fees, where agreed, are due upon occurrence of the triggering event defined in the applicable service agreement, regardless of subsequent events.
8. Confidentiality
Each party agrees to keep strictly confidential all non-public information received from the other party in connection with the engagement ("Confidential Information"), and to use such information solely for the purposes of the engagement.
Unless otherwise provided, confidentiality obligations shall survive the termination of the engagement for a period of five (5) years.
The five (5) year limitation period set out above shall not apply to any Confidential Information that constitutes a trade secret under applicable law (including, among others, Directive (EU) 2016/943 on trade secrets and the German Trade Secret Protection Act / GeschGehG), or that is otherwise protected by legal confidentiality obligations (such as personal data subject to the GDPR). The receiving party's obligations with respect to such information shall survive indefinitely, or for as long as such information remains protected under applicable law.
Confidential Information does not include information that: (a) is or becomes publicly available without breach of this provision; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) must be disclosed by operation of law, court order, or regulatory requirement, provided that the party obliged to disclose gives the other party as much prior notice as possible, where permitted by law.
9. Intellectual Property
All methodologies, tools, models, templates, and specialised knowledge developed by Gärtner prior to or independently of the engagement shall remain the exclusive property of Gärtner. Deliverables produced specifically for the Client are assigned to the Client upon receipt of full payment of fees. Until full payment is received, Gärtner retains all intellectual property rights in the deliverables.
The Client grants Gärtner a non-exclusive licence to use Client-provided data and documents to the extent necessary to perform the services. Gärtner may reference the Client in its marketing materials unless the Client objects in writing within thirty (30) days of the engagement closing.
10. Data Protection
Gärtner processes personal data in accordance with applicable data protection law, including the General Data Protection Regulation (GDPR) for data subjects in the European Union, and Law 1581 of 2012 and its regulatory decrees for data subjects in Colombia. Gärtner's Privacy Policy, available on its website, sets out the basis for such processing.
Where Gärtner processes personal data on behalf of the Client as a data processor, the parties shall enter into the corresponding Data Processing Agreement in accordance with Article 28 of the GDPR or its equivalent under applicable law.
11. Limitation of Liability
To the maximum extent permitted by applicable law, Gärtner's aggregate liability to the Client arising out of or in connection with any engagement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to Gärtner during the twelve (12) months preceding the claim.
Gärtner shall not be liable for: (a) loss of profits, revenue, business, or goodwill; (b) indirect, consequential, or special damages; (c) losses arising from third-party claims; or (d) any outcome resulting from the Client's use of deliverables for purposes other than those specified in the engagement. These exclusions apply even if Gärtner has been advised of the possibility of such losses.
Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited under applicable law.
12. Indemnification
The Client agrees to indemnify, defend, and hold harmless Gärtner and any of its partners, directors, and employees against all claims, liabilities, losses, damages, costs, or expenses (including reasonable attorneys' fees) arising out of or related to: (a) any breach by the Client of these Terms or the applicable proposal; (b) any infringement of third-party intellectual property rights caused by materials, data, or specifications provided by the Client; or (c) any violation by the Client of applicable law (including data protection regulations) in connection with the engagement.
13. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations to the extent that such delay or failure results from events beyond its reasonable control, including natural disasters, war, civil unrest, epidemics, government actions, or failure of telecommunications infrastructure. The affected party shall notify the other party immediately and shall use commercially reasonable efforts to mitigate the impact.
14. Independent Contractors
The relationship between the parties shall be that of independent contractors. Nothing in these Terms or any proposal shall be construed as creating an agency, partnership, joint venture, or employment relationship between the parties.
Neither party shall have authority to bind or contract on behalf of the other party.
15. Assignment
Neither party may assign, transfer, or delegate any of its rights or obligations under these Terms or any engagement to a third party without the prior written consent of the other party.
Notwithstanding the foregoing, Gärtner may subcontract parts of the services to qualified professionals, provided it remains fully responsible for their performance.
16. Governing Law
These Terms are subject to a dual governing law regime:
(a) For Clients domiciled in the European Union or the European Economic Area: these Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict-of-law rules.
(b) For Clients domiciled outside the European Union or the European Economic Area: these Terms shall be governed by and construed in accordance with the laws of the Republic of Colombia, excluding its conflict-of-law rules.
17. Dispute Resolution
Any dispute that cannot be resolved amicably within thirty (30) days of written notice shall be finally resolved before the ordinary courts of the Republic of Colombia. The language of the proceedings shall be Spanish, unless the parties agree otherwise.
Gärtner is not obliged and is not willing to participate in dispute resolution proceedings before consumer arbitration boards under the German Consumer Dispute Resolution Act (Verbraucherstreitbeilegungsgesetz – VSBG), as its services are provided exclusively in the B2B context.
18. Modifications
Gärtner reserves the right to amend these Terms at any time. Amendments shall be published on Gärtner's website and communicated to active clients with at least thirty (30) days' prior notice. Continued use of services following the effective date of any amendment constitutes acceptance of the updated Terms.
19. Severability and Entire Agreement
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. These Terms, together with the applicable service agreement or engagement letter, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior understandings, representations, or agreements.
20. Governing Language
These Terms are made available in Spanish, English, and German for informational purposes. In the event of any inconsistency, ambiguity, or conflict between the language versions, the Spanish version shall prevail and be the authoritative text for all purposes of interpretation and enforcement.
21. Survival
Any provision of these Terms or the applicable engagement that, by its nature, is intended to survive termination or expiry thereof shall remain in effect.
This includes, without limitation, provisions relating to Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, Non-Solicitation, Governing Law, and Dispute Resolution.
22. Contact
For any questions regarding these Terms, please contact us at: