Terms and Conditions

01Provider details

This website and the services offered through it are owned by Momentum Incubadora de Impacto S.R.L., a limited liability company incorporated and domiciled in the Republic of Costa Rica, corporate ID 3-102-923202, with registered office at Avenida 53, Casa 26, San Vicente de Moravia, San José, Costa Rica, and contact email hola@momentum.cr (hereinafter, Momentum).

02Purpose and acceptance

These Terms and Conditions govern, on the one hand, access to and use of the website momentum.cr and, on the other, the general framework applicable to the engagement of Momentum's services.

Accessing the website and using its content implies full and unreserved acceptance of these Terms. Anyone who does not accept them must refrain from using the site and from engaging the services.

Where a contract, service proposal or engagement letter has been signed between the parties, its provisions shall prevail over these Terms to the extent of any conflict, and these Terms shall apply on a supplementary basis.

03Services

Momentum is an impact incubator supporting entrepreneurs, expatriates and international project holders. Its offering includes, without limitation:

Legal services requiring the involvement of professionals licensed to practise law or act as notaries in Costa Rica are provided through duly registered allied professionals or firms, who assume the professional liability incumbent upon them under their own rules of professional conduct.

04Nature and scope of the advice

The information contained on this website is for general information purposes only. It does not constitute legal, tax, accounting, immigration or investment advice, nor does it create any professional relationship between the reader and Momentum.

No communication prior to the formalisation of an engagement, including exchanges by email, contact forms, messaging or exploratory meetings, constitutes professional advice or commits Momentum to providing any service.

Momentum does not provide personalised investment recommendations and does not manage third-party portfolios. Any investment decision is the client's sole responsibility and must, where applicable, be taken with the assistance of intermediaries authorised by the competent authority.

05Engagement and formalisation

Services are formalised through a proposal, quotation or engagement letter issued by Momentum and expressly accepted by the client, in writing or by electronic means evidencing such acceptance.

The proposal defines the scope of the engagement, the deliverables, the estimated timelines, the fees and the applicable specific conditions. Any work not expressly contemplated in the proposal shall be deemed out of scope and shall require an addendum or a supplementary proposal.

Quotations remain valid for the period stated therein or, failing such statement, for thirty (30) calendar days from issuance.

Commencement of the work is conditional upon the satisfactory completion of the due diligence procedures described in clause 09 and, where so agreed, upon payment of the corresponding retainer.

06Fees, expenses and taxes

Fees are set out in the accepted proposal, on the basis specified therein, whether as a fixed sum, an hourly rate, a periodic retainer or a combination thereof.

Unless expressly stated otherwise, fees do not include third-party costs and disbursements required to carry out the engagement, such as stamp duties, registry fees, notarial charges, administrative levies, expert or translator fees, courier costs, travel expenses and third-party platform or licence costs. Such costs are passed on to the client at cost, with prior notice where material.

Fees are subject to any taxes legally applicable, in particular value added tax, in accordance with Costa Rican tax legislation in force.

Unless otherwise agreed, invoices are payable within fifteen (15) calendar days of issuance. Late payment entitles Momentum to suspend the services, upon notice to the client, and to charge the default interest legally applicable, without prejudice to withholding unpaid deliverables.

07Means of payment

Momentum accepts payment by bank transfer, deposit, card and other enabled electronic means and, where expressly agreed, by means of certain virtual assets.

Payments in virtual assets are subject to the following conditions:

• The asset, network and destination address shall be solely those notified by Momentum in writing. Momentum is not liable for transfers made to addresses or networks other than those notified.
• The applicable exchange rate shall be the one in force at the time of confirmation on the relevant network, according to the reference source stated in the proposal.
• Network fees are borne by the client. The obligation shall be deemed discharged in the net amount actually received.
• Payment is subject to the traceability and source-of-funds checks set out in the AML/CTF/CPF Policy. Momentum may reject or return funds whose origin cannot be evidenced, without liability for any variation in value arising between receipt and return.

08Client obligations

The client undertakes to:

1. Provide truthful, complete, accurate and up-to-date information, together with any supporting documentation requested, and to promptly notify any material change.
2. Cooperate in good faith with Momentum, responding to information requests and to requests for signature or attendance within the stated timeframes.
3. Comply with the legal, registry, tax and corporate obligations incumbent upon it on its own and non-delegable account, including filings with the Register of Transparency and Ultimate Beneficial Owners.
4. Refrain from using the services, structures or deliverables provided by Momentum for unlawful purposes or purposes contrary to these Terms.
5. Make the agreed payments punctually.

Momentum is not liable for delays, cost overruns or losses arising from the client's breach of these obligations, nor for the inaccuracy of the information the client provides.

09Prevention of money laundering and terrorist financing

Momentum is fully committed to preventing money laundering, terrorist financing and the financing of the proliferation of weapons of mass destruction, in accordance with the Costa Rican legal framework and the applicable international standards.

Accordingly, the client expressly accepts that:

• The commencement and continuation of the business relationship are conditional upon the satisfactory completion of the due diligence procedures.
• Momentum may request, at any point in the relationship, additional information and documentation regarding its identity, its ownership and control structure, its ultimate beneficial owner, its economic activity and the source of its funds and wealth.
• Refusal to provide such information, or the provision of false or incomplete information, entitles Momentum to decline to enter into the relationship, suspend the services or terminate the agreement early, without liability or any obligation to indemnify.
• Momentum is under a statutory duty to report to the competent authorities any transaction showing indications of a connection with the conduct referred to above, without being able to inform the client or any third party thereof, and such action does not constitute a breach of the duty of confidentiality.

10Confidentiality

Momentum maintains strict confidentiality over information received from the client in connection with the provision of the services and adopts reasonable measures to protect it. This obligation subsists throughout the relationship and for five (5) years following its termination.

The confidentiality obligation does not extend to information that is in the public domain, that has been lawfully obtained from third parties without a duty of confidence, that must be disclosed by operation of law or at the request of a competent authority, or whose disclosure is necessary for Momentum to defend its rights.

The client reciprocally undertakes to keep confidential the methodologies, tools, proposals and materials made available by Momentum.

11Personal data protection

The processing of personal data collected through the website or in the course of the contractual relationship is governed by the Privacy Policy, drawn up in accordance with Law No. 8968 on the Protection of Individuals with regard to the Processing of their Personal Data and its implementing regulation.

The client acknowledges that certain data must be retained and, where applicable, disclosed to the competent authorities in compliance with ML/TF/PF prevention rules, without any additional consent being required for that purpose.

12Intellectual property

All website content, including text, images, video, graphics, logos, trade marks, trade names, source code, design and structure, is owned by Momentum or its licensors and is protected by Costa Rican and international intellectual and industrial property law.

Its reproduction, distribution, public communication, transformation or any other form of exploitation without the prior written authorisation of the rights holder is prohibited.

As regards deliverables produced in the performance of an engagement, unless expressly agreed otherwise, the client acquires a non-exclusive, perpetual licence of use limited to the purposes of the engagement, once the fees have been paid in full. Momentum retains ownership of its methodologies, templates, reusable components, pre-existing developments and technical know-how.

13Use of the website

Users undertake to use the website in accordance with the law, good faith and these Terms, and in particular to refrain from:

• Carrying out activities liable to damage, disable, overload or impair the site or prevent its normal use.
• Introducing or disseminating malicious software or any element liable to cause alterations to the systems.
• Attempting to gain unauthorised access to restricted areas, third-party accounts or the site's infrastructure.
• Systematically or automatically extracting or reusing the site's content.
• Impersonating third parties or supplying false data in the forms provided.

Momentum endeavours to keep the site available and up to date but does not guarantee uninterrupted or error-free operation, and reserves the right to suspend access temporarily for technical or maintenance reasons.

14Third-party content and links

The site may include links to third-party sites. Such links are provided for reference only and do not imply endorsement, verification or control by Momentum over their content, policies or practices, for which Momentum accepts no responsibility.

Where the provision of a service requires the involvement of external suppliers, platforms or financial institutions, their own terms and conditions shall apply to the relationship between the client and those third parties.

15Limitation of liability

Momentum undertakes obligations of means and not of result. It commits its best professional efforts and the diligence proper to its activity, without this constituting a guarantee that a particular outcome will be obtained, in particular in procedures whose resolution lies with administrative or judicial authorities or with third parties beyond its control.

To the fullest extent permitted by applicable law, Momentum is not liable for:

• Indirect damages, loss of profit, loss of business opportunity or reputational harm.
• Losses arising from inaccurate, incomplete or untimely information supplied by the client.
• Investment, commercial or wealth-related decisions taken by the client.
• Regulatory changes, administrative criteria or decisions of authorities affecting the outcome of the engagement.
• Failures, interruptions or security incidents attributable to technology providers, telecommunications networks or virtual asset networks.

Save in cases of wilful misconduct or gross negligence, and without prejudice to any applicable mandatory provisions of public policy, Momentum's total liability to the client for any claim arising from an engagement is limited to the amount of fees actually received for that engagement during the twelve (12) months preceding the triggering event.

16Term, suspension and termination

The contractual relationship remains in force for the term set out in the accepted proposal or, failing that, until completion of the engagement.

Either party may terminate the relationship by written notice of at least thirty (30) calendar days, without prejudice to settlement of the services rendered and costs incurred up to the effective termination date.

Momentum may suspend or terminate the relationship with immediate effect, without liability, in the following cases:

• Inability to satisfactorily complete due diligence, or the occurrence of any of the grounds set out in the AML/CTF/CPF Policy.
• Payment default exceeding thirty (30) calendar days.
• Use of the services for unlawful purposes or purposes contrary to these Terms.
• Provision of false or deliberately incomplete information.
• A conflict of interest that cannot be remedied.

Termination does not affect the obligations of confidentiality, intellectual property, record keeping or those arising from ML/TF/PF prevention rules, which shall subsist for the periods provided by law.

17Force majeure

Neither party shall be liable for failure to perform its obligations where such failure results from an act of God or force majeure, including natural disasters, armed conflict, civil unrest, health emergencies, acts of authority and generalised interruptions of public utilities, telecommunications or technological infrastructure. The affected party shall notify the other as soon as possible and both shall take reasonable steps to mitigate the effects.

18Amendments

Momentum reserves the right to amend these Terms at any time in order to adapt them to regulatory changes, to the evolution of its services or to industry practice. The version in force shall at all times be the one published on this site, stating its update date.

Amendments shall not affect engagements already formalised, which shall continue to be governed by the version in force at the time of their acceptance, unless the parties expressly agree otherwise or the amendment is imposed by a mandatory rule.

19General provisions

Notices. Communications between the parties shall be made in writing to the email addresses designated in the proposal and shall be deemed validly given upon dispatch, save where a delivery failure notice is received.

Severability. A declaration that any of these clauses is void or ineffective shall not affect the validity of the remainder, which shall continue to apply in full. The affected clause shall be replaced by another pursuing the originally intended purpose.

Assignment. The client may not assign its contractual position without the prior written authorisation of Momentum. Momentum may subcontract specific services to trusted professionals or suppliers, while remaining liable to the client for performance of the engagement.

No waiver. Failure to exercise, or delay in exercising, any right under these Terms shall not constitute a waiver of that right.

Entire agreement. These Terms, together with the accepted proposal, the AML/CTF/CPF Policy and the Privacy Policy, constitute the entire agreement between the parties in relation to their subject matter.

20Governing law and dispute resolution

These Terms are governed by and construed in accordance with the laws of the Republic of Costa Rica.

The parties shall seek to resolve in good faith, through direct negotiation, any difference arising from their interpretation or performance. If no agreement is reached within thirty (30) calendar days of notification of the dispute, it shall be submitted to the courts of the First Judicial Circuit of San José, to whose jurisdiction the parties expressly submit, unless the proposal provides for submission to arbitration under Costa Rican alternative dispute resolution legislation.

21Contact

For any query relating to these Terms and Conditions: