Terms & Conditions

1. Definitions

In these Terms and Conditions, the following terms have the meanings set out below:

• "Zipa" / "we" / "us" / "our": Zipa Advisory, a governance consulting practice based in Bogotá, Colombia.
• "Services": the governance and board advisory services described on our website, including the Governance Read, Board Companion, and Stewardship Study.
• "Client" / "you": any individual or organization that engages our Services or uses our website.
• "Agreement": these Terms and Conditions, together with any written engagement scope agreed between the parties.
• "Website": the website accessible at https://zipa.blog and its associated pages.
• "Deliverables": written summaries, guidelines, roadmaps, or other documents produced by Zipa in connection with a Service.

2. Acceptance of Terms

By using our Website or engaging our Services, you confirm that you have read and agree to these Terms and Conditions. If you are acting on behalf of an organization, you confirm that you have authority to bind that organization to these terms.

Our Services are intended for individuals and organizations operating in a professional capacity. You must be at least 18 years of age to engage our Services or submit inquiries through our Website.

3. Description of Services

Zipa provides governance and board advisory services to owners, directors, and established organizations in Colombia. Our current service offerings are:

• Governance Read ($126.000 COP): A focused advisory session covering roles, decision rights, and oversight, followed by a written summary and one follow-up call.
• Board Companion ($212.000 COP): A three-month advisory engagement with monthly sessions, between-session support, and shared governance guidelines.
• Stewardship Study ($320.000 COP): A five-week assessment including confidential interviews, a facilitated board discussion, and a prioritized governance roadmap.

Services are delivered in person in Bogotá or via video conference. We work primarily in Colombia. Engagements outside of Colombia may be possible subject to prior agreement.

4. Engagement Process

All advisory engagements begin with a written scope document agreed between Zipa and the Client. The scope specifies the service selected, the deliverables, the timeline, and the fee. No advisory work begins until the scope is confirmed in writing.

If a Client wishes to modify the scope after work has commenced, changes will be discussed and agreed in writing before they take effect. Changes may affect the timeline or fee.

5. Client Responsibilities

In engaging our Services, Clients agree to:

• Provide accurate and complete information relevant to the engagement
• Make relevant directors or stakeholders available for sessions and interviews as agreed in the scope
• Review and respond to written materials within a reasonable time
• Use our Website and Services only for lawful purposes
• Not copy, distribute, or publicly disclose Zipa's proprietary materials or methods without our prior written consent

6. Intellectual Property

All materials, frameworks, documents, and Deliverables produced by Zipa in connection with our Services are the intellectual property of Zipa unless otherwise agreed in writing. We grant each Client a limited, non-exclusive, non-transferable license to use Deliverables for their own internal governance purposes.

Clients may not reproduce, publish, or share Deliverables with third parties without our prior written consent. The content of our Website — including text, design, and structure — is the property of Zipa and may not be reproduced without permission.

7. Payment Terms

Fees for each service are stated in Colombian Pesos (COP) and are inclusive of all elements described in the service scope. Payment is due upon confirmation of the engagement scope, prior to the commencement of work, unless otherwise agreed in writing.

Accepted payment methods will be confirmed at the time of engagement. Invoices are issued in COP. Where travel outside Bogotá is required, any associated costs will be discussed and agreed before the engagement begins — they are not included in the standard service fee.

Cancellations and Refunds

If a Client cancels an engagement before work has commenced, a full refund will be issued. If cancellation occurs after work has begun, fees will be prorated based on work completed. We will handle cancellations with reasonable flexibility and transparency.

8. Confidentiality

Zipa treats all information shared during advisory engagements as strictly confidential. We do not disclose, reference, or use client information outside of the engagement — in any form, for any purpose.

Clients agree to treat any proprietary materials, frameworks, or methods shared by Zipa during an engagement as confidential and not to disclose them to third parties without our consent.

9. Disclaimers

Our advisory Services are provided to support governance decision-making. They do not constitute legal, financial, tax, or regulatory advice. Clients should seek qualified professional counsel for matters requiring legal or financial expertise.

While we bring care and experience to every engagement, we make no representations about specific outcomes. Governance improvements depend on many factors beyond our control, including the actions and decisions of the Client's board and management.

10. Limitation of Liability

To the fullest extent permitted by Colombian law, Zipa's liability to any Client in connection with Services shall not exceed the total fees paid by that Client for the relevant engagement.

We are not liable for any indirect, consequential, or special damages arising from our Services or from use of our Website, even if we have been advised of the possibility of such damages. We are not liable for losses resulting from events beyond our reasonable control (force majeure), including natural disasters, network outages, or governmental actions.

11. Indemnification

You agree to indemnify Zipa against any claims, losses, or expenses (including reasonable legal fees) arising from your breach of these Terms, your misuse of our Website, or your violation of any applicable law in connection with your use of our Services.

12. Termination

Either party may terminate an engagement by written notice. If Zipa terminates due to the Client's material breach, fees for work already completed are due and payable. If the Client terminates, Section 7 (Cancellations and Refunds) applies.

The provisions on Confidentiality, Intellectual Property, Disclaimers, Limitation of Liability, and Dispute Resolution survive termination of any engagement.

13. Dispute Resolution

In the event of a dispute, the parties agree to first attempt resolution through direct, good-faith discussion. If a dispute cannot be resolved informally within 30 days, either party may refer the matter to mediation through the Centro de Arbitraje y Conciliación de la Cámara de Comercio de Bogotá, before initiating any formal legal proceedings.

These Terms are governed by the laws of the Republic of Colombia. The courts of Bogotá, Colombia have exclusive jurisdiction over any disputes that proceed beyond mediation.

14. General Provisions

• Entire Agreement: These Terms, together with any written engagement scope, constitute the entire agreement between the parties for the relevant Services.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: Clients may not assign their rights or obligations under these Terms without our prior written consent. Zipa may assign its rights in connection with a business transfer.
• Notices: Formal notices under these Terms should be sent by email to [email protected] or to the physical address below.

15. Changes to These Terms

We may update these Terms from time to time. When we do, we will update the "Last Updated" date at the top of this page. For ongoing engagements, material changes will be communicated directly. Continued use of our Website or Services after a change constitutes acceptance of the updated Terms.

16. Contact

For legal questions or notices, please contact: