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TERMS AND CONDITIONS OF SERVICE

Last Updated: June 2026

Welcome to CMFL Consulting & Audit ("CMFL", "we", "our", or "the Firm"). By accessing this website or engaging our services, you agree to be bound by these Terms and Conditions.

1. FIRM INFORMATION

CMFL Consulting & Audit is an independent professional services firm providing financial, tax, accounting, audit, compliance, advisory, technology, business management, and related consulting services.

References to CMFL include its partners, directors, employees, contractors, consultants, and authorized affiliates.

2. PROFESSIONAL SERVICES

CMFL provides services including, but not limited to:

  • Accounting and bookkeeping services
  • Tax compliance and advisory services
  • Audit and assurance services
  • Financial reporting and IFRS consulting
  • Controller and Fractional CFO services
  • Business advisory and strategic consulting
  • Internal controls and risk management
  • ERP implementation and support services
  • Process automation and technology consulting
  • Due diligence and transaction support
  • Regulatory compliance services

The specific scope of services shall be governed by the applicable engagement letter, proposal, service agreement, statement of work, or accepted quotation.

3. PROFESSIONAL STANDARD OF CARE

CMFL shall perform services with reasonable professional care, diligence, and competence consistent with generally accepted professional standards.

All services constitute obligations of professional effort and judgment and shall not be interpreted as guarantees of specific results, outcomes, regulatory approvals, tax positions, business performance, financial performance, or commercial success.

Any recommendations, analyses, forecasts, opinions, or reports are based upon information available at the time of issuance and may be subject to future changes in facts, regulations, market conditions, or professional standards.

4. CLIENT RESPONSIBILITIES

The Client agrees to:

  • Provide complete, accurate, and timely information.
  • Maintain adequate books, records, and supporting documentation.
  • Promptly disclose relevant facts and circumstances.
  • Cooperate with CMFL personnel and requests.
  • Review deliverables and communications in a timely manner.

CMFL may rely upon information supplied by the Client or third parties without independent verification unless otherwise agreed in writing.

The Client shall remain solely responsible for decisions made based upon information, recommendations, or deliverables provided by CMFL.

5. FEES AND PAYMENT TERMS

Fees may be established through:

  • Fixed-fee arrangements
  • Monthly retainers
  • Hourly billing
  • Project-based engagements
  • Hybrid pricing structures

Unless otherwise agreed in writing, invoices are due within twenty-one (21) calendar days from the invoice date.

CMFL reserves the right to request advance payments, retainers, deposits, or milestone payments prior to commencing work.

6. LATE PAYMENTS

Amounts not paid when due may accrue interest at the maximum rate permitted under applicable law.

In the event of overdue balances, CMFL may, without liability:

  • Suspend services;
  • Delay deliverables;
  • Restrict access to platforms or systems;
  • Withhold reports or work products;
  • Terminate ongoing engagements.

The Client shall be responsible for all reasonable collection costs, legal fees, court expenses, and recovery costs incurred by CMFL.

7. TAXES

Unless expressly stated otherwise, all fees are exclusive of applicable taxes, duties, assessments, and governmental charges.

The Client shall be responsible for any withholding taxes, indirect taxes, VAT, sales taxes, transfer taxes, or similar obligations imposed by any jurisdiction.

Any required withholding shall not reduce the amount payable to CMFL.

8. CONFIDENTIALITY

CMFL shall maintain the confidentiality of non-public information obtained during the course of an engagement.

Confidential information may be disclosed only:

  • As required by law or regulation;
  • Pursuant to court order;
  • To governmental or regulatory authorities;
  • For professional quality control purposes;
  • To authorized service providers subject to confidentiality obligations.

These obligations shall survive termination of the engagement.

9. DATA PROTECTION

The Client authorizes CMFL to collect, process, store, and use information necessary to perform professional services.

CMFL will implement reasonable administrative, technical, and organizational safeguards designed to protect confidential information.

However, no information system, electronic communication, cloud platform, or cybersecurity control can guarantee absolute security.

10. TECHNOLOGY AND ARTIFICIAL INTELLIGENCE

CMFL may utilize technology solutions, cloud platforms, automation tools, data analytics systems, machine learning technologies, and artificial intelligence tools in connection with the delivery of professional services.

The use of such technologies is intended to improve efficiency, consistency, quality, and responsiveness.

Professional judgment and final responsibility for deliverables shall remain with qualified CMFL personnel.

11. CYBERSECURITY AND ELECTRONIC COMMUNICATIONS

The Client acknowledges the inherent risks associated with:

  • Electronic communications;
  • Email transmissions;
  • Cloud-based platforms;
  • Internet infrastructure;
  • Third-party technology providers.

CMFL shall not be liable for delays, interruptions, unauthorized access, data loss, cyberattacks, ransomware incidents, or service failures beyond its reasonable control.

12. TAX SERVICES DISCLAIMER

Tax authorities maintain independent authority to interpret and enforce applicable laws and regulations.

CMFL does not guarantee:

  • Acceptance of tax returns;
  • Approval of tax positions;
  • Absence of audits or examinations;
  • Future regulatory treatment;
  • Elimination of tax liabilities, penalties, or assessments.

Any future determination by a governmental authority may differ from advice previously provided by CMFL.

13. AUDIT AND ASSURANCE LIMITATIONS

Unless expressly agreed in writing, services performed by CMFL do not constitute a statutory audit, financial statement audit, forensic investigation, fraud examination, or assurance engagement.

Services are not designed to detect:

  • Fraud;
  • Embezzlement;
  • Corruption;
  • Money laundering;
  • Illegal acts;
  • Regulatory violations.

Such procedures require separate engagement and scope.

14. INTELLECTUAL PROPERTY

All methodologies, frameworks, templates, software configurations, dashboards, reports, documentation, workflows, source code, processes, workpapers, and proprietary materials developed by CMFL shall remain the exclusive property of CMFL unless otherwise agreed in writing.

The Client receives a limited, non-exclusive, non-transferable license to use deliverables solely for its internal business purposes.

15. LIMITATION OF LIABILITY

To the fullest extent permitted by law, CMFL shall not be liable for:

  • Indirect damages;
  • Consequential damages;
  • Incidental damages;
  • Special damages;
  • Punitive damages;
  • Loss of profits;
  • Loss of revenue;
  • Loss of business opportunities;
  • Loss of goodwill;
  • Reputational damages;
  • Data loss.

CMFL's aggregate liability arising out of any engagement shall not exceed the total fees paid by the Client to CMFL during the twelve (12) months preceding the event giving rise to the claim.

16. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless CMFL from any claims, liabilities, losses, penalties, costs, expenses, or damages arising from:

  • Inaccurate information supplied by the Client;
  • Client misconduct or negligence;
  • Unauthorized use of deliverables;
  • Violations of law by the Client;
  • Third-party claims related to Client operations.

17. ANTI-MONEY LAUNDERING AND COMPLIANCE

CMFL reserves the right to perform Know Your Client (KYC), Anti-Money Laundering (AML), sanctions screening, and compliance procedures.

CMFL may decline, suspend, or terminate any engagement where it reasonably believes that continuing the relationship may expose the Firm to legal, regulatory, ethical, reputational, or compliance risks.

18. FORCE MAJEURE

CMFL shall not be liable for delays, interruptions, or failures resulting from circumstances beyond its reasonable control, including:

  • Natural disasters;
  • Pandemics;
  • Government actions;
  • Labor disputes;
  • Utility failures;
  • Cybersecurity incidents;
  • Telecommunications failures;
  • Internet outages;
  • Acts of war;
  • Civil unrest;
  • Force majeure events.

19. TERMINATION

Either party may terminate an engagement by written notice.

The Client shall remain responsible for all fees, costs, and expenses incurred through the effective date of termination.

Provisions relating to confidentiality, intellectual property, limitation of liability, indemnification, dispute resolution, and governing law shall survive termination.

20. DISPUTE RESOLUTION

The parties shall first attempt in good faith to resolve any dispute through negotiation.

If a dispute cannot be resolved amicably, the parties agree to submit the matter to mediation prior to initiating litigation.

Nothing herein prevents CMFL from pursuing collection actions for unpaid invoices.

21. GOVERNING LAW AND JURISDICTION

These Terms and Conditions and all engagements performed by CMFL shall be governed exclusively by the laws of the Republic of Costa Rica.

Any dispute arising out of or relating to these Terms or any engagement shall be subject to the exclusive jurisdiction of the competent courts of Costa Rica.

22. MODIFICATIONS

CMFL reserves the right to modify these Terms and Conditions at any time.

The current version published on the Firm's website shall supersede all prior versions.

Continued use of the website or engagement of services constitutes acceptance of any modifications.

23. CONTACT INFORMATION

CMFL Consulting & Audit

San José, Costa Rica

Email: info@cmflca.com

Website: www.cmflca.com

© 2026 CMFL Consulting & Audit. All rights reserved.