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Colombia - Jurisdiction Specific Terms
Last Updated: September 18, 2024
If you are contracting with HubSpot Latin America S.A.S., then the following provisions (the “Colombia - Jurisdiction Specific Terms”) apply to you and are included as part of the Agreement. In the event of a conflict between the Colombia - Jurisdiction Specific Terms and the terms otherwise set forth in this Agreement, the Colombia - Jurisdiction Specific Terms will control.
a. Compliance with Laws.
The first sentence in the ‘Compliance with Laws’ section of the General Terms is replaced with the following:
“We will comply with all Colombian laws (where applicable) in our provision of the Subscription Service, the Consulting Services, and our processing of Customer Data."
b. SAGRILAFT and PTEE Compliance
The following provisions are included at the end of the ‘Compliance with Laws’ section.
1. Customer declares that its resources, funds, money, assets, or property are of legal origin and not linked to money laundering or to any of their source crimes.
2. During the Subscription Term you will not hire or have a business relationship with any person or entity listed on national or international restrictive lists, including, but not limited to, those of the United Nations Security Council described in the Resolutions 1267 of 1999, 1373 of 2001, 1718 of 1737 of 2006, and 2178 of 2014, the US OFAC SDN List, Interpol list, National Police Department list, or other national or international lists of people or entities linked to crimes of money laundering, financing of terrorism, financing of the proliferation of weapons of mass destruction, or acts of corruption, or similar crimes;
3. Customer undertakes to comply with the Colombian legal regulations that prohibit money laundering, the financing of terrorism, and the financing of the proliferation of weapons of mass destruction, as well as any other Colombian regulations related to the prevention and control of these crimes;
4. Customer undertakes to comply with the requirements of the SAGRILAFT of HubSpot that apply, including delivering the supporting documents that are requested and updating information when required;
5. Customer, its administrators, shareholders, and/or partners that represent more than five percent (5%) of its capital stock or profits, each as applicable (collectively “Customer Material Stakeholders”) makes the additional declarations:
(i) Customer Material Stakeholders are not being investigated, nor have they been convicted in Colombia or abroad, administratively or judicially, by national or foreign authorities, for crimes related to drug trafficking, kidnapping, money laundering, financing of terrorism, their source crimes, the financing of the proliferation of weapons of mass destruction, acts of public or private corruption, or the forfeiture of ownership of any of their assets;
(ii) Customer Material Stakeholders do not appear on national or international restrictive lists, including, but not limited to, those of the United Nations Security Council described in Resolutions 1267 of 1999, 1373 of 2001, 1718 of 1737 of 2006, and 2178 of 2014, and the OFAC SDN List, the Interpol list, the list of the National Police Department or other lists, or other national or international lists of people or entities linked to crimes of money laundering, financing of terrorism, financing of the proliferation of weapons of mass destruction, acts of corruption, or similar crimes; and
(iii) Customer Material Stakeholders have not been, nor are currently, mentioned in mass media of national or international scope as persons or entities who have committed, collaborated, promoted, or are related to acts of drug trafficking, kidnapping, money laundering of assets, financing of terrorism, financing of the proliferation of weapons of mass destruction, or acts of public or private corruption at the national or international level.
6. Termination for Cause. In addition to the ‘Termination for Cause’ section, HubSpot may terminate this Agreement for cause, with or without advance notice to you, when any of the following causes occur in HubSpot’s reasonable judgment based on available evidence:
(i) any of your statements provided in accordance with the regulatory requirements addressed in this provision is false, incomplete, or incorrect;
(ii) you fail to comply with any of the regulatory requirements reflected in this provision.
(iii) your actions or inactions related to money laundering, financing of terrorism, financing of the proliferation of weapons of mass destruction, or acts of corruption that may increase reputational, legal, or other risks to HubSpot, including a breach of the obligations of HubSpot under Chapter X of the Basic Legal Circular of the Superintendency of Companies.
7. Statement of understanding and knowledge. You expressly declare and acknowledge that you understand the scope of these requirements and the consequences of non-compliance.
c. Invoice Updates and Disputes.
The following terms are added to the end of the ‘Payment Against Invoice’ section of the Agreement:
In accordance with Colombian laws and regulations, you may reject an invoice we deliver to you within three (3) business days of your receipt. After the third business day, your invoice will be automatically accepted by you, and your payment will be due in accordance with the terms of the Agreement.
d. Limitation of Liability.
The ‘Limitation of Liability’ section set forth in the General Terms is replaced in its entirety with the following:
“EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU, YOUR AFFILIATES OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.”
e. Spanish Language Version.
Notwithstanding anything to the contrary in the ‘Entire Agreement’ section, to the extent required by applicable law, the Spanish version of the Agreement and Order(s) that we make available to you will govern our relationship in the event of a dispute.
f. Jurisdiction Specific Additional Coverage Terms.
If your Total Committed Subscription Value exceeds thirty-five thousand U.S. dollars (USD $35,000), then these Jurisdiction Specific Additional Coverage Terms apply and control.
The ‘Limitation of Liability’ subsection set forth in the General Terms is replaced in its entirety with the following:
"Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, OUR LIABILITY ARISING FROM OUR IP INDEMNIFICATION OBLIGATIONS UNDER THE ‘HUBSPOT INDEMNIFICATION’ SECTION AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF A PARTY OR ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM."