Terms & Conditions

Updated: November 22, 2025


W PAYMENTS: We are the intermediary in electronic payment processes, facilitating the management, fund dispersion, and electronic payment facilitation, providing basic and effective solutions for international collection processes, allowing working capital to be agile, clear, and secure, through payment management operations, cross-border transactions, international factoring and/or confirming, enabling effective and inclusive processes suitable for execution in SMEs, micro-enterprises, and individuals.

This agreement aims to disclose the regulation of terms and conditions under which W PAYMENTS services are integrated, so it's important that you carefully and thoroughly review the terms and conditions regarding the use policy we have gathered in this document. By accessing this portal and W PAYMENTS services, you agree in full with these terms and conditions (hereinafter T&C) outlined below. If you do not agree, please do not access this portal.

Protecting your privacy is very important to W PAYMENTS. Please review our data processing policy to understand our commitment to maintaining your privacy, as well as the use of your protected information.

SECTION 1. GENERAL INFORMATION

W PAYMENTS declares that:

It is an international consortium, legally constituted in Colombia, subject to inspection, control, and surveillance by the country's regulatory bodies, and it is not a financial service provider nor does it conduct operations involving asset solicitation, holding, or management.

It is authorized as a Facilitator by the Acquiring and Collector Entity on behalf of the Partner for funds resulting from payment orders in its favor. Likewise, W PAYMENTS may enable other payment processing services.

It is a technology service provider that, through its platform, offers the management of payment receipt and dispersion, data analysis, and related services. It acts as an authorized facilitator in the management and mediation of international payments, backed by Banking As A Service (BAAS) agreements.

It does not conduct financial activities or provide any financial, postal wire, or stock services. It also does not authorize third parties to use the Services for such purposes.

W PAYMENTS does not collect resources nor receive bank deposits directly from the public. The economic resources collected by W PAYMENTS are received as a mandate on behalf of the respective Partner, acting as a trusted intermediary for the correct management and delivery of funds according to the detailed instructions contained in these Terms and Conditions. We guarantee transparent and secure resource management in compliance with current legal and regulatory provisions.

Services are provided only to Partners certified with their data and accounts.

W PAYMENTS does not require Partners to accept a specific brand of credit, debit, prepaid, or gift cards to access the Services or a specific payment method.

W PAYMENTS only allows the Partner to accept payment methods authorized by the Acquiring Entities.

Services are enabled for individuals or legal entities (“Partners”) to monetize billed payments on the platforms of the acquiring entities, without prejudice to the conditions established in these T&C.

It does not intervene in the contracts or agreements of the Partner with the acquiring entities, maintaining autonomy in legal relationships and guaranteeing compliance with the contracted services.

Continuous monitoring of the Services is guaranteed to identify and correct potential errors, ensuring their quality and protection against security threats, with the commitment to providing a reliable and secure service.

The Partner declares that:

They are of legal age and have full legal capacity to contract and obligate themselves in the respective capacity in which they act.

They acknowledge and agree that the authorizations granted under these T&C will remain in effect until a Final Cancellation or a Voluntary Cancellation is applied.

They acknowledge and accept that the Services are provided AS IS as described in these T&C, without any other express or implied warranty.

All information and data provided to W PAYMENTS are true, therefore, the documents attached are authentic, true, and verifiable; thus, they authorize verification with any person, national or foreign. The Partner commits to updating their information at least once a year or whenever there is a change in the information provided or when W PAYMENTS requests it.

They acknowledge and accept the Personal Data Processing Policy of W PAYMENTS, which explains how the Partner’s personal information is collected, used, and protected.

They acknowledge and accept that W PAYMENTS may, at any time, verify with Information and Risk Operators or any other entity that manages or administers databases, everything related to their financial, commercial, and credit information present, past and future.

W PAYMENTS does not act under the mandate to promote or exploit businesses in a specific field and within a predefined area or before any acquiring entity, as a representative or agent of the Partner.

The Partner, at all times, will act in their own name before the acquiring entities.

They have all the necessary operating permits, in accordance with the activity or corporate purpose they develop. The Partner assumes full responsibility for the omission in obtaining these permits.

They recognize and accept that the present legal relationship is of a commercial nature. The Partner conducts their commercial activity autonomously and independently, using their own personnel for the fulfillment of their work, without any legal, labor, or administrative subordination between W PAYMENTS and the Partner, their collaborators, and dependents; therefore, concepts such as fees, salaries, subsidies, affiliations, indemnities, and other legal or extra-legal benefits resulting from or during the services of the Partner’s personnel will be assumed exclusively by the Partner concerning their employees, officials or contractors.

W PAYMENTS has no influence on actions derived from the normal course of the Partner’s business or in the setting of prices by the Acquiring Entity, being completely unrelated to the legal link that exists with them.

They acknowledge and accept that W PAYMENTS reserves the right to reject, at their discretion, their registration request to create or activate the W PAYMENTS Account and use the Services.

They will not use the Services, directly or indirectly, for any fraudulent purpose or in any way that interferes with the operation of the Services. Use of the Services must comply with these T&C, applicable laws, and regulations.

They understand and know that the Acquiring Entities and the financial entities involved in the traceability of collections are not subcontractors of W PAYMENTS.

The Partner knows and accepts that these T&C are made available to them electronically and that their electronic acceptance and all activity within the W PAYMENTS Account may be used by W PAYMENTS before administrative or judicial authorities as evidence of the existing legal relationship following current regulations. In any case, the Partner may print a copy of the T&C published at wpayments.co/tyc

SECTION 2. THE SERVICES

As an Aggregator, W PAYMENTS: a). Helps the Partner speed up invoiced monetization, b). Processes transactions and payment traceability, c). Manages payments acting on behalf and account of the Partner to receive the money from the development of the Partner's commercial purpose in a deposit account, provided transactions are enabled before the Acquiring Entity, d). Disburses to the deposit account indicated by the Partner the Net Revenues, e). Debits the corresponding Discounts from the Gross Revenues as stipulated in these T&C.

Technological Solution. W PAYMENTS has developed a Technological Solution, which the Partner can use only and strictly under the stipulations established in these T&C. The Technological Solution includes, a). A Platform for verification, creation, and activation of the W PAYMENTS Account, allowing the Partner to manage their transactions efficiently and securely, and b). Payment processing tools to enable the acceptance of payment methods with the Acquiring Entities.

In any case, Services will be those available when the Partner activates their W PAYMENTS Account, or those that are implemented in the future. W PAYMENTS reserves the right to temporarily suspend the use of Services for security reasons, maintenance or software updates, changes in functionalities, or due to unforeseen situations. W PAYMENTS is not responsible for the availability or potential technical failures that the Acquiring Entity, acquiring processors, or issuers and other entities participating in the payment system may face.

SECTION 3. THE W PAYMENTS ACCOUNT

Account Creation. Only those individuals or legal entities conducting duly enabled and registered commercial or mercantile activities, who have not been subject to Suspension or Definitive Cancellation by W PAYMENTS, can register. To create a W PAYMENTS Account, business data, contact person, and login information must be provided, including an email and a password. These are your access credentials; they will always be required to access the W PAYMENTS Account. When the W PAYMENTS Account is first created, it appears in the registration status, meaning that no transactions can be made until the account activation process is completed.

Account Activation. To use the Services, a W PAYMENTS Account must be “Active.” For activation, the Partner must complete all the personal and business information requested in the linkage form. W PAYMENTS may request additional information or documents at any time, even after W PAYMENTS Account activation. W PAYMENTS will validate the linkage form and verify the applicant's identity. If the application validation is successful, the W PAYMENTS Account will appear active, and from that moment the Services can be accessed. W PAYMENTS reserves the right not to activate (to reject), deactivate, suspend, or permanently cancel the W PAYMENTS account of any person providing incorrect, false, incomplete, or outdated information. Under no circumstances will W PAYMENTS assume responsibility for these measures.

If there are indications that the W PAYMENTS account has been used for criminal, illegal, or contrary purposes to these T&C, the Partner grants express authorization for W PAYMENTS to share their data with authorities to initiate appropriate legal actions.

The Partner is responsible for safeguarding their password and restricting access to their W PAYMENTS Account and Services from their mobile devices, computer, or other applications. Any use made from the W PAYMENTS Account is presumed to be made by the Account-holder Partner; therefore, this use is authentic and authorized for W PAYMENTS. The Partner can request a change or reset of their password through the option enabled on the W PAYMENTS platform.

The W PAYMENTS Account is a user account within the W PAYMENTS Platform, from which the Partner can use the Services. Under no circumstances, W PAYMENTS Account can be understood as a bank account, deposit or account for providing any financial service. The W PAYMENTS Account has a dashboard where, among other options, the Partner can view Income, exchange balances, transaction history, and activate Access Tools. W PAYMENTS may send transaction confirmations to the email provided by the Partner, as well as reports on transactions made during a specific period or the previous week.

SECTION 4. ACCESS TOOLS

W PAYMENTS offers the Partner its virtual service platform and personalized access to enable the W PAYMENTS account. Through these tools, the Partner can monitor, organize, and manage data on payment processing, sales, account statements, and access additional services such as advance balance, Pay Me Now, which allows agilization of working capital over a determined billing period, with a fixed amount provided at the acceptance of this special monetization tool.

SECTION 5. SPECIAL CONDITIONS OF THE BUSINESS SERVICE

Partner Statements. The Partner: Knows and accepts that W PAYMENTS acts as the Partner’s Agent to manage the payments made by the Acquiring Entities for the goods and/or services offered by the Partner underpinning the contractual relationship between the parties.

Authorizes W PAYMENTS to act on their behalf and account, as their agent to receive, disburse, reverse, or retain under Payment Management, with the Acquiring Entities related to the Partner.

Knows and authorizes W PAYMENTS to receive the Partner’s Income temporarily and as their agent in the deposit account registered by W PAYMENTS with the Acquiring Entity.

Authorizes W PAYMENTS to debit from their Income all applicable Discounts as stipulated in these T&C.

Grants W PAYMENTS an irrevocable mandate to, on behalf of and ordered by the Partner, W PAYMENTS may block the Income disbursed to the Partner’s deposit account when an investigation is initiated due to a fraud alert, reported by any of the parties involved in payment management traceability. Income will be blocked in the deposit account until the investigation is completed according to the policies of intervening entities.

Every time transactions are processed in the payment periods provided by the Acquiring Entities, the respective Discount will be applied to the Gross Income that the transaction represents; therefore, the Net Income will be disbursed to the Partner. Discounts mean the rate, financial costs provided by the banking entity, and national law.

The Partner must pay W PAYMENTS an amount for the services, i.e., for payment management and the use of the technological solution or other services that W PAYMENTS may provide.

The W PAYMENTS Fee comprises a percentage calculated on the total transaction amount and a fixed value applied to each transaction regardless of the transaction amount. The charge is made for each successful transaction.

The Partner irrevocably authorizes W PAYMENTS to make this deduction from the income the Partner has for each transaction carried out.

W PAYMENTS will communicate the amount made and current to the Partner, who will have full knowledge of the service costs.

Applicable tariffs apply at the time of acceptance of these T&C or when notified of applicable new tariffs. W PAYMENTS must notify at least fifteen (15) days in advance of the effective date of the increase.

In the event that W PAYMENTS cannot make the discount for the fee or any advance balance (Pay Me Now) made by the Partner, at the time of the transaction, W PAYMENTS may discount another transaction or those Incomes pending Disbursement. In any case, the Partner will always remain obliged to pay and cover directly to W PAYMENTS the amount that cannot be discounted.

The Fee does not include applicable taxes or other legal deductions.

Billing plans. W PAYMENTS will make the respective Disbursement corresponding to the Partner in the deposit account they have designated for this purpose within a maximum term of five (5) business days from the date of approval of the transaction by the Acquiring Entity. The appropriate Discounts will apply to the Disbursement as stipulated in these Terms and Conditions.

W PAYMENTS reserves the right to modify applicable conditions for the Billing Plan, in which case, prior notice will be provided to the Partner.

As a general policy, when a Partner creates their W PAYMENTS Account for the first time, the first Disbursement will be executed after the first five (5) calendar days following the date of the first transaction.

If W PAYMENTS offers various Billing Plans, it may limit the choice of the Billing Plan according to its internal policies and may assign, at its discretion, the applicable Billing Plan to a specific Partner.

Disbursements to the Partner’s deposit account.

Account for Disbursements. The Partner must indicate a deposit account in at least one of the financial entities authorized by W PAYMENTS. The deposit account holder must be the natural person, legal entity, or legal representative registered as a Partner, or under the free and voluntary designation they registered for payment dispersion. In this deposit account, W PAYMENTS will disburse the Net Incomes generated in favor of the Partner. If the Partner needs to change the registered deposit account, they must request it from W PAYMENTS through authorized channels, without prejudice to additional verifications or supports that W PAYMENTS may require for this purpose.

Disbursement Activation. The Partner must complete the linkage process to request the disbursement of the Net Incomes in the indicated deposit account. Required documents must be attached, and additional required information must be provided. W PAYMENTS reserves the right to continue its linkage process, conduct additional evaluations, or reject the applicant’s linkage.

Disbursement Conditions. Net Incomes are disbursed to the deposit account indicated by the Partner per the applicable Billing Plan.

W PAYMENTS will only disburse Net Incomes received in the Partner’s name on credited dates according to the Billing Plan.

Disbursements do not operate automatically whenever an Acquiring Entity performs a transaction.

The Partner acknowledges and accepts that some transactions require additional validation before being considered successful. A transaction may be pending authorization for up to five (5) business days by the acquiring processors or the respective responsible entity in the payment system. When a transaction is pending authorization, it cannot be disbursed, and the Disbursement term begins to run from the effective date that Incomes are credited to W PAYMENTS.

The Partner exonerates W PAYMENTS from any responsibility related to erroneous Disbursements or those not successful due to the improper supply of information by the Partner.

The Partner assumes financial costs and other charges associated with Disbursements made by W PAYMENTS to the Partner’s deposit account.

W PAYMENTS will only make Disbursements in the deposit account recorded in the W PAYMENTS Account.

The Partner can only request the Disbursement of the Net Incomes that appear marked as available in their W PAYMENTS Account.

When the Partner has Incomes pending Disbursement and requests a Voluntary Cancellation, the request cannot be processed until the Incomes are disbursed.

When the Partner has Incomes pending Disbursement and has been inactive for a period exceeding twelve (12) months from the last transaction, they irrevocably authorize W PAYMENTS to Disburse to the last deposit account that appears registered in the W PAYMENTS Account.

The Partner authorizes W PAYMENTS to withhold Incomes for a maximum term of one hundred twenty 120 calendar days due to fraud alerts. Withheld Incomes cannot be disbursed until the validation process for the fraud alert is fulfilled and will not generate any interest or yield rights. W PAYMENTS may also withhold the Partner’s Incomes when clues of fraud notified and based on our security filters are not sanitized; likewise, the Partner conducts Prohibited or Illegal Activities, or misuses the Services. W PAYMENTS will communicate the pertinent instructions to the Partner.

The Partner acknowledges and accepts that payment method holders can present claims, fines, warnings, and/or sanctions on the production transactions made by the Partner, and these controversies are procedures unrelated to W PAYMENTS and conducted by the Acquiring Entity; these claims may originate from a transaction's unrecognized due to fraud or other causes stipulated between the contractual norms binding between the Partner and the Acquiring Entity.

The Partner authorizes W PAYMENTS to apply Discounts to the Partner’s Incomes by virtue of fines, sanctions, or any controversy caused by the Partner, according to what is established in these T&C and/or what the Acquiring Entity disposes of.

W PAYMENTS may request the Partner transaction documents, which must be provided within five (5) business days of the request date.

W PAYMENTS will receive and duly process claims or clarifications submitted by the Partner concerning any inconsistency arising from disbursements, five (5) business days post-event occurrence.

Tax Obligations. The Partner will assume the same tax capacity as W PAYMENTS for tax purposes that the Partner must assume with government authorities. Likewise, the Partner must assume any cost or charge associated with transactions they perform to access or use the services. W PAYMENTS will make the law’s mandatory deductions from the Partner when appropriate, according to W PAYMENTS’ tax capacity, and will deliver the necessary certificates for their tax compliance. The mandate granted by these T&C does not make W PAYMENTS responsible for the Partner's tax obligations. The Partner is solely obliged to know and comply with their tax obligations and those generated concerning the acquiring entities.

SECTION 6. PARTNER RESPONSIBILITIES.

The Partner, without prejudice to other obligations stipulated in these T&C, (i) Shall take care of the legal, accounting, and tax management of their operations; (ii) Refrain from storing, exchanging, supplying, or disclosing, in any way, information related to sensitive personal data, transactions, or any other considered confidential, that may be known in the course of their economic and professional activity, except by express request of the Acquiring Entity, or by order of a competent authority; (iii) Keep the support documents for transactions made through W PAYMENTS Services for two (2) months from the date of each payment processing, to address potential claims; (iv) Ensure their quality policies are clearly aligned with legal contract regulation; (v) Comply with current consumer protection regulations and procedures defined by the Acquiring Entity and W PAYMENTS to comply with said regulation; (vi) Protect their systems, networks, passwords, and/or others considered necessary against unauthorized access; (vii) Maintain commercially reasonable practices aimed at keeping the data privacy of commercial interveners safe and secure; (viii) Comply with W PAYMENTS' reasonable and necessary action requests to maintain the security and integrity of the Services; (ix) Execute updates to the latest software version, security updates, and patches necessary to properly use W PAYMENTS Services.

SECTION 7. FRAUD PREVENTION

The Partner understands that any violation of security and fraud prevention rules stipulated in these Terms and Conditions can result in fines or other losses to W PAYMENTS. As a result, the Partner will immediately indemnify and reimburse W PAYMENTS for any fine or loss caused directly or indirectly by their actions and those of their agents.

Security Alert Investigations. If W PAYMENTS suspects that there has been a security breach, leak, loss, or data compromise in the system, Platform, or application affecting compliance with these T&C, W PAYMENTS may request the Partner to allow an audit of their systems' security and procedures. The Partner must fully cooperate with any information or assistance requests made by the auditor.

SECTION 8. ILLEGAL AND PROHIBITED ACTIVITIES

The Partner is responsible for using the Services in accordance with the purposes established in these Terms and Conditions and current laws. The use of the Services for illegal or prohibited activities is expressly prohibited. Services must be used in their own name or as a legal representative of a legal person. The use of the Services on behalf of a third party is prohibited unless expressly authorized by W PAYMENTS.

The use of Services to develop Illegal or Prohibited Activities is strictly forbidden.

If W PAYMENTS detects that the Partner is using the Services to develop Illegal or Prohibited Activities, it may reject, cancel, and/or immediately suspend the W PAYMENTS Account and use of the Services, with no prior notice or liability of any kind. This is without prejudice to appropriate legal actions that W PAYMENTS may carry out against the Partner or third-party participants in detected Illegal or Prohibited Activities.

The Partner will indemnify and reimburse W PAYMENTS for any sanction or fine imposed by Acquiring Entities, governmental authorities, or W PAYMENTS itself if it is proven that the Partner used the Services for Illegal or Prohibited Activities.

Illegal Activities. W PAYMENTS considers Illegal Activities as all those indicated by applicable law and any activity leading to an illegal purpose and/or cause.

Prevention of Money Laundering and Terrorism Financing. W PAYMENTS is obliged to have policies and procedures aimed at mitigating money laundering and terrorism financing risks. It has established a series of policies applicable to our clients to comply with legislative obligations and mitigate risks. By accepting these terms and conditions, the Partner commits to W PAYMENTS to implement measures to prevent their operations from being used as tools for money laundering activities, handling, investment, or exploitation by any means of money or other assets derived from illicit activities or to give an appearance of legality to these activities. Similarly, the Partner declares that they are not aware of investigations, accusations, sanctions, or convictions by competent authorities national or foreign against themselves or third parties acting on their behalf, or if they are legal entities, their legal representatives, administrators, directors, or third parties acting on their behalf, associates or direct and indirect shareholders with a participation greater than 5% in the share capital or their subsidiaries, nor for the managers of their subsidiaries in any jurisdiction, for the following events:

The alleged commission of crimes related to money laundering, its predicate crimes including those related to corruption, or the financing of terrorism;

For behavior resulting in administrative, disciplinary, fiscal, or judicial sanctions for violations of any anti-corruption law.

Additionally, they declare not to be included in lists managed by any national or foreign authority for the control of money laundering, terrorism financing, and corruption, in any form. In case the information provided by the Partner is false or during the validity of the commercial relationship, W PAYMENTS evidences the existence of investigations, accusations, sanctions, or convictions against the Partner or against any of the natural or legal persons mentioned in the previous paragraph, originating in any of the related events, W PAYMENTS may consequently cancel the W PAYMENTS Account and the use of the Services, terminating unilaterally for just cause the existing commercial relationship without payment of any compensation at W PAYMENTS’ expense.

Prohibited Activities. W PAYMENTS considers Prohibited Activities:

  • Gold and other precious metal extraction

  • Other non-ferrous metal ore mining n.e.c.

  • Emerald, precious, and semi-precious stone mining

  • Basic areas of precious metal industries

  • Arms and munitions manufacturing

  • Material recovery

  • Wholesale trade of metals and metallic products

  • Supporting activities for other mining and quarrying activities

  • Wholesale trade of waste, scraps, and scrap metal

  • Activities of currency exchange houses

  • Activities of currency buying and selling professionals

  • Gambling and betting activities

  • Retail trade of pharmaceutical and medicinal products

  • Any trade related to companion animals, wild animals, and/or biological material.

SECTION 9. CANCELLATION, DEACTIVATION, AND SUSPENSION

W PAYMENTS reserves the right to cancel, deactivate, or suspend at any time, at its discretion, and without any type of compensation or liability, the W PAYMENTS Account and use of Services.

Cancellation. The W PAYMENTS Account and the use of Services can be canceled by:

Voluntary Cancellation: The Partner may request the Voluntary Cancellation of their W PAYMENTS Account and access or use of the Services. For the Business Service, this request will be processed as long as the Partner has no pending Disbursements under the Billing Plan, or the Partner owes W PAYMENTS any sum of money for any reason. In any case, if the Partner decides to use the Services again, they must request the reactivation of the W PAYMENTS Account through W PAYMENTS’ authorized channels.

Definitive Cancellation: W PAYMENTS may, at any time and for any reason, apply Definitive Cancellation of the W PAYMENTS Account and the use of Services; therefore, the Partner may not, by themselves or through another person, create a W PAYMENTS Account or use services again.

For these T&C purposes, Voluntary Cancellation and Definitive Cancellation are understood as a contractual termination to which the effects described in these T&C follow.

Deactivation. W PAYMENTS may deactivate a W PAYMENTS Account and access or use of Services when in a period equal to or greater than twelve (12) consecutive months since the last registered transaction, the Partner has not used the Services, has no pending Disbursements, or chargebacks to be processed. For the Business Service, the Partner can access their W PAYMENTS Account again by entering their username and password, but must request the reactivation of Services through W PAYMENTS’ authorized channels.

Suspension. W PAYMENTS may suspend a W PAYMENTS Account and/or the use of Services when (i) high fraud levels are recorded according to W PAYMENTS’ policies; (ii) the Partner has not updated their information for over 12 months since the last update; (iii) the Partner uses the Services for illegal activities. Suspension is not contractual termination; therefore, the Partner remains obligated to the stipulations of these T&C. The Suspension of the W PAYMENTS Account disables the use of Access Tools and Disbursement. When a Suspension is applied, W PAYMENTS will initiate an investigation of the Partner. Depending on investigation results, W PAYMENTS may lift the suspension or apply a Definitive Cancellation. The investigation will have a maximum term of 120 calendar days.

SECTION 10. LIMITATION OF LIABILITY

W PAYMENTS limits its liability for uninterrupted access or use in service provision. The provision of Services is subject to technical, technological, or other failures beyond W PAYMENTS’ control. W PAYMENTS will not be liable, under any circumstances, for any indirect, punitive, incidental, moral, special, consequential, lost profits, loss of business opportunity, or reputation damage resulting from use, inability to use the Services, or unavailability of the Services. Nor will it be liable for any damages related to hacking, manipulation, or unauthorized access or use of Services, W PAYMENTS Accounts, data, servers, infrastructure, errors in fraud prevention measures, security controls, or any other security measure, or third parties’ illegal actions. In any case, the Partner agrees that W PAYMENTS’ contract liability or any unspecified liability limit in these T&C will be limited to material, direct, quantifiable, verifiable, and foreseeable damages attributable to W PAYMENTS’ actions or omissions up to the fault level, understood as the diligence degree required from a merchant in the ordinary course of their business. Under no circumstances will W PAYMENTS’ aggregate liability exceed twenty percent (20%) of fees paid by the Partner to W PAYMENTS in the twelve (12) months immediately preceding the claim’s event. W PAYMENTS is not liable to Acquiring Entities or third parties, who cannot attribute any responsibility to W PAYMENTS for any damages or injuries caused by the Partner. W PAYMENTS does not guarantee, endorse, nor assume responsibility for any product or service advertised or offered by a third party. The Partner is solely responsible for managing the W PAYMENTS Account and the Services; therefore, any damage or injury caused by the behavior of their controllers, agents, affiliates, subsidiaries, officials, employees, directors, representatives, and anyone accessing the Services by express Partner authorization, must be exclusively reimbursed by the Partner.

SECTION 11. INTELLECTUAL PROPERTY

W PAYMENTS and its licensors exclusively own all rights, titles, and interests in the patents, copyrights (including derivative work rights), moral rights, publicity rights, registered trademarks, or service marks, logos and designs, trade secrets, and other intellectual property incorporated by or contained in the API, Services, Platform (“W PAYMENTS' Intellectual Property”) or any copies thereof. All rights of W PAYMENTS and its licensors not expressly granted to the Partner in these T&C are reserved.

Under these T&C, W PAYMENTS has been granted a limited, non-exclusive, revocable, and non-transferable license to electronically access and use (software that is part of the Services, as authorized in these T&C) W PAYMENTS’ Intellectual Property and its licensors, only in the manner described in these T&C. W PAYMENTS and its licensors may make software updates for the Services, which the Partner must install to continue using the Services. Software updates may require additional terms, which will be communicated to the Partner beforehand.

W PAYMENTS and its licensors do not sell the Partner or have they granted them the right to sublicense W PAYMENTS’ Intellectual Property and its licensors.

In these T&C, Intellectual Property means all patent rights, copyright, moral rights, publicity rights, registered trademarks, commercial and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or arise in the future and all applications, registrations, renewals, and extensions, by the laws of any state, country, territory, or other jurisdiction.

SECTION 12. AUTHORIZATION FOR PERSONAL DATA ADMINISTRATION.

The Partner knows and accepts the Personal Data Processing Policy of W PAYMENTS, which explains how the personal information provided by the Partner is collected, used, and protected. This Policy is available on the wpayments.co website.

General Provisions

As a Partner, I authorize W PAYMENTS or whoever represents its rights in Colombia and/or abroad, to comply with the law, the operation of the financial operation, offering and administration of products and/or services, among others, so that, in the development of the activities comprising their corporate purpose, my personal data may be requested, stored, consulted, verified, transmitted, shared, processed, modified, updated, clarified, withdrawn, disclosed, retained or subjected to any type of treatment operation under Law 1266 of 2008, Law 1581 of 2012, and other related personal data protection laws.

Authorizations for Commercial Purposes and for Offering and Administration of Products and/or Services: As a Partner, I authorize W PAYMENTS to: a) contact me by phone, instant messaging directly or through their providers, send me messages by any means, as well as emails and social networks; b) share information with providers and partners; c) consult, request or verify my location or contact information in public or private entities, in Colombia or abroad; d) analyze my consumption habits; e) obtain all the information I require, such as personal data, biometric data, access to facial recognition, fingerprint, and voice identification of my electronic devices and location.

In addition to considering the previously noted purposes, the following are also considered for W PAYMENTS: (a) to validate and verify my identity for the offering and administration of products and services; (b) offer and provide their products or services through any medium or channel for my benefit; (c) supply commercial, legal, product, security, service, or any other information; (d) conduct commercial analysis and investigations, data analytics, statistics, risk, market and financial analysis, and build aggregated information that can be shared with its own customers and third parties.

I declare that: i) I have been informed about my right to know, update and correct my Personal Data and acknowledge the optional nature of my answers to questions asked when they involve sensitive data; ii) This information is accurate, can be used for the update process and is verifiable at any time, and I commit to updating or confirming at least once a year or whenever warranted. I also commit to informing any changes related to contact data, tax residence, address, and commercial activity within 20 days following the change date; iii) For the update, I filled in only information that has changed in the last year; consequently, the not filled information remains valid.

For more information, you can contact: info@wpayments.co

Revocations: Without prejudice to the authorizations I have granted W PAYMENTS for personal data treatment, I declare that I know the right I have to revoke, under the law’s terms, any of the following authorizations: (i) sending text messages for commercial offers; ii) sending emails for commercial offers; (iii) commercial offer by telemarketing of products I do not have at W PAYMENTS; and (iv) sharing information with allied third parties for offering their products through W PAYMENTS' enabled channels.

SECTION 13. OTHER PROVISIONS

Currency Obligations: It is the Partner's responsibility to comply, at their own risk, with all legal obligations regarding currency exchange applicable for Service use. The Partner is responsible for knowing the exchange rules of the commercial activity conducted using W PAYMENTS Services.

Modification of T&C: W PAYMENTS reserves the right to change, add or modify these T&C at any time without giving rise to any compensation. W PAYMENTS will publish such changes on the wpayments.co website, or through other reasonable means. W PAYMENTS may occasionally send a notification to your email or post a notice through its platform, email, or other reasonable means. For those already active Partners, modifications will be effective ten (10) calendar days following the publication date. If after ten (10) days, the Partner has not requested the Voluntary Cancellation of their W PAYMENTS Account, it is understood they have accepted these new modifications of these T&C. For new partners, modified T&C apply from their acceptance at W PAYMENTS Account creation. The Partner should periodically check W PAYMENTS’ website to review modifications to these T&C. The Partner can know when these T&C are last modified by consulting the “Last updated” date at the top of these T&C. Previous versions will be available on W PAYMENTS’ website.

Dispute Resolution: The law applicable to the interpretation, execution, termination, money collection, and in general the law applicable to all aspects of these T&C will be Colombian law. Consequently, any dispute or difference arising between the parties due to the execution, interpretation, or fulfillment of these T&C that cannot be directly resolved, will be submitted to the competent jurisdictional authorities in the city of Medellín.

The Partner will keep indemnified and defend W PAYMENTS and its employees, representatives, agents, directors, shareholders, contractors or subcontractors, suppliers, or service providers at their own expense, from (i) any willful action or culpable omission by the Partner or their employees, representatives, shareholders, contractors or subcontractors, suppliers or service providers; (ii) the violation of any contractual or legal provision strictly related to the object of these T&C that binds the Partner, such as regulatory, banking, tax, and any binding labor obligations to their employees or service providers, whether for salaries, benefits, or indemnities; (iii) any lawsuit, claim or trial initiated by a third party (including Colombian or foreign government authorities at any level) against W PAYMENTS that could affect their respective assets based on or derived from the concepts listed in the numbers indicated here, (iv) illegal or inappropriate use of the Services, (v) violation of any third-party rights, including but not limited to, privacy, publicity, or intellectual property rights, (vi) results from identity theft or cardholder or payment media owner holders fraud, or (vi) any breach of the Partner concerning Acquiring Entities of the duties derived from these T&C, the Consumer Statute, or applicable laws.

If a third-party claim is filed against W PAYMENTS, W PAYMENTS will notify the Partner of the claim and supply copies of all related documentation. Such notice and documentation will be provided as soon as possible. W PAYMENTS may cooperate with the Partner and their lawyers, providing information for the investigation and defense of said claim and any appeal.

These T&C, the Privacy Policy, Fee publications, and any other document the Partner accepts for Service provision form the unique and total document existing between W PAYMENTS and the Partner to regulate the legal relationships derived from the Services. Therefore, it voids any prior verbal or written proposal on the same Services and provides, by itself, merit for the executive demand for fulfilling all obligations and provisions contained herein. In case of contradiction or incompatibility between the terms and conditions of this Agreement and other documents, the provisions in these T&C prevail since they reflect the total, unique, and full acceptance of terms for provided Services, executed in good faith. If any provision or part of these T&C is deemed invalid or unenforceable, then it will be revised and interpreted to meet the objectives of said provision to the greatest extent possible; but in any case, all remaining provisions will continue in full force and effect.

Assignment. The Partner cannot assign these T&C nor any right, license granted under them, nor assign the operation of the W PAYMENTS Account to third parties without W PAYMENTS’ prior consent. Any assignment attempt will be void without W PAYMENTS’ authorization. If the Partner wants to assign their contractual position in these T&C, they must contact W PAYMENTS to follow the stipulated procedure. If W PAYMENTS accepts the proposed assignment, the new Partner must assume all rights and obligations under these T&C. W PAYMENTS may assign these T&C at its discretion without the Partner’s consent and without any restriction, which will be communicated beforehand to the Partner.

This contractual relationship is indefinite term. Termination occurs when (i) the Partner requests Voluntary Cancellation, (ii) W PAYMENTS applies Definitive Cancellation, or (iii) the Services are terminated. In any case, the provisions of Limitation of Liability, Disbursements, Disputes, and Other provisions will continue to be in effect.

PAY ME NOW

The Pay Me Now service is a tool designed for our W PAYMENTS Account partners to advance pending balances to settle with outsourcing service receivers, allowing access to working capital securely and swiftly. This service is not a tool for conducting commercial activities in the exchange market, trading, forex and/or currency market.

The following terms and conditions are established for the proper processing of this service:

Requests are received Monday to Saturday, from 7:00 a.m. to 2:00 p.m.

The partner has two Pay Me Now options: standard advance payment and priority advance payment.

In the standard advance payment, adjusted to the request's reception within the established schedule, W PAYMENTS will execute the operation within a maximum period of 1 business day, adjusted to the TRM at the time of transfer.

In priority advance payment, aligned with the request's framework determined by W PAYMENTS, the payment will be made on the same business day, guaranteeing the transaction with our daily TRM rate.

Operations requested on Saturday will be subject to the receiving bank's holiday policies.

The partner may cancel the Pay Me Now service at no cost one (1) hour after the filing of the procedure; after this period and up to three (3) hours, the cancellation will incur a cost of five dollars ($5 USD), which will be automatically debited in the next current settlement.

Processing errors, personal information, banking, and/or correlation between production and balance advance attributable to the Partner will incur a penalty of five dollars ($5 USD) due to transactional and operational wear and tear, which will be automatically debited in the next current settlement, providing the due communication and pertinent supports.

W PAYMENTS will automatically deduct the amount advanced in Pay Me Now in the next regular and current period settled by the service recipient; if W PAYMENTS does not make the appropriate discount in such a period, it can execute it automatically in the next cycle.

DIGITAL CURRENCY

It refers to the processing of buying and selling digital currencies, an asset that must be used and credited only by the service recipient for payment settling. The authenticity of this digital currency must be endorsed by W PAYMENTS.

The following terms and conditions are established for the appropriate processing of this service. Requests will be received Monday to Saturday, from 8:00 a.m. to 5:00 p.m. Once the partner executes the order, it cannot be canceled or reversed.

W PAYMENTS will have up to three (3) business days following the order reception to execute payment. During this time, information will be verified as well as production and balance to process will be enabled.

If the platform and/or service recipient apply fines, sanctions, or other pecuniary penalties to the partner that were overlooked during the mentioned payment period, the partner fully authorizes W PAYMENTS to automatically debit this value on the partner’s next favor payment, providing the corresponding communication and supports. If this option is not feasible, the partner authorizes W PAYMENTS to initiate collection through executive means, for which this document will serve as executive merit. The right is expressly reserved to claim additional damages.

Errors in personal and/or banking information, affecting or requiring transactional reprocessing attributable to the partner, will incur a five-dollar ($5 USD) penalty. This penalty will be automatically debited from the transfer amount, providing the corresponding communication and pertinent supports.

Executing payments via digital currencies, particularly stablecoins, USDC or USDT, involves significant risks such as price volatility and lack of government backing. The Partners understand and accept that these assets are subject to price variations, potentially resulting in transaction losses. They also assume responsibility for the accuracy of transaction information, as confirmed transactions cannot be reversed. Errors in transaction details may result in losses. Neither W PAYMENTS nor its collaborators are responsible for related losses or damages. Partners release W PAYMENTS from liability for risks not mentioned and should analyze their financial situation and risk tolerance before performing digital currency transactions. W PAYMENTS is exempt from any direct or indirect liability for losses or damages arising from this service.

VALIDITY This Terms and Conditions Policy was approved on July 14, 2025, and takes effect from the same date.



Terms & Conditions

Last Updated: November 22, 2025


W PAYMENTS: We are the intermediary in electronic payment processes, facilitating the management, disbursement of funds, and electronic payments facilitation. We provide basic and effective solutions for international collection processes, allowing for agile, clear, and secure working capital dynamics through payment management operations, cross-border, international factoring, and/or confirming, which enable us to have effective and inclusive processes suitable for SMEs, micro-SMEs, and individuals.

The purpose of this agreement is to set forth the terms and conditions under which the services offered by W PAYMENTS are integrated. It is important to carefully and thoroughly review the terms and conditions regarding the usage policy we have compiled in this document. If you access this portal and the services of W PAYMENTS, it means you agree completely with these terms and conditions (hereinafter T&C) stipulated below. If you do not agree, please do not access this portal.

Protecting your privacy is very important to W PAYMENTS. Please review our data handling policy to understand our commitment to maintaining your privacy as well as the use of your protected information.

SECTION 1. GENERALITIES

W PAYMENTS states that:

We are an international consortium, established as a company in Colombia, subject to the inspection, control, and oversight of the regulatory bodies of the country. We are not a financial services provider and do not conduct operations for fundraising, holding, or managing assets.

We are an authorized Facilitator by the Acquirer and Collector Entity on behalf of the Ally for the funds resulting from payment orders in their favor. Additionally, W PAYMENTS may enable other payment processing services.

We are a technology services provider that, through our platform, offers payment receipt and disbursement management, data analysis, and related services. We act as an authorized facilitator in international payment management and intermediation, supported by Banking As A Service (BAAS) agreements.

We do not conduct financial activities or offer any financial services, postal or stock transfers. Furthermore, we do not authorize third parties to use our services for such purposes.

W PAYMENTS does not directly garner resources or receive bank deposits from the public. The financial resources collected by W PAYMENTS are received on behalf of the corresponding Ally, acting as a trusted intermediary for the correct management and delivery of funds according to the instructions detailed in these Terms and Conditions. We guarantee transparent and secure management of resources in compliance with current legal and regulatory provisions.

The Services are provided only to certified Allies with their data and accounts.

We do not require Allies to accept a particular brand of credit, debit, prepaid, or gift cards to access the Services or a specific payment method.

W PAYMENTS only allows the Ally to accept the payment methods authorized by Acquiring Entities.

The Services are enabled so that individuals or legal entities (“Allies”) can monetize the payments billed on the platforms of acquiring entities, without prejudice to the conditions established in these T&C.

We do not intervene in the contracts or agreements of the Ally with acquiring entities, maintaining autonomy in legal relationships and ensuring the fulfillment of contracted services.

We guarantee constant monitoring of the Services to identify and correct possible errors, ensuring quality and protection against security threats, with the commitment to offer a reliable and secure service.

The Ally declares that:

They are of legal age and have full legal capacity to contract and bind themselves in the respective capacity in which they act.

They know and accept that the authorizations granted under these T&C will remain in effect until a Final Cancellation or a Voluntary Cancellation is applied.

They know and accept that the Services are provided AS IS as described in these T&C, without any other express or implied warranty.

All information and data provided to W PAYMENTS is true; therefore, the attached documents are authentic, truthful, and verifiable. They authorize their verification before any person, whether national or foreign. The Ally undertakes to update their information at least once a year or whenever there is a change in the information provided or when W PAYMENTS requests it.

They know and accept the Policy for the Treatment of Personal Data of W PAYMENTS, which explains how the personal information of the Ally is collected, used, and protected.

They know and accept that W PAYMENTS can, at any time, check with Information and Risk Operators, or any other entity that manages or administers databases, everything related to their current, past, and future financial, commercial, and credit information.

W PAYMENTS does not act on assignment to promote or exploit businesses in a certain field and within a predetermined area or before some acquiring entity, as a representative or agent of the Ally.

The Ally will always act on their behalf before acquiring entities.

They have all the required operational permits, according to the activity or corporate purpose they develop. The Ally assumes full responsibility for failing to obtain such permits.

They understand and accept that this legal relationship is of a commercial nature. The Ally carries out their commercial activity autonomously and independently, using their personnel for the fulfillment of their work, without any legal, labor, or administrative subordination between W PAYMENTS and the Ally, their collaborators and dependents; therefore, concepts such as fees, salaries, subsidies, affiliations, indemnities, and other legal or extralegal benefits that arise due to or on occasion of the Ally's personnel's services will be assumed exclusively by the Ally concerning their employees, officials, or contractors.

W PAYMENTS does not interfere with actions derived from the normal business operations of the Ally or in the pricing by the Acquirer Entity, being entirely unrelated to the legal bond that exists with it.

They know and accept that W PAYMENTS reserves the right to reject, at its discretion, their registration application to create or activate the W PAYMENTS Account and use the Services.

They will not use the Services, directly or indirectly, for any fraudulent purpose or that interferes with the functioning of the Services. The use of the Services must comply with these T&C, applicable laws and regulations.

They know and understand that Acquiring Entities, or financial entities involved in the traceability of collections, are not subcontractors of W PAYMENTS.

The Ally understands and accepts that these T&C are made available to them electronically and that their electronic acceptance and all activity within the W PAYMENTS Account can be used by W PAYMENTS before administrative or judicial authorities as evidence of the existing legal relationship under current regulations. In any case, the Ally may make a printed copy of the T&C that are published at wpayments.co/tyc

SECTION 2. THE SERVICES

As an Aggregator, W PAYMENTS: a). Facilitates the Ally's speed-up of billed monetization, b). Processes transactions and payment traceability, c). Manages payments acting on behalf and for the account of the Ally to receive in the deposit account, the money from the Ally's commercial purpose development, as long as the transactions are enabled before the Acquirer Entity, d). Disburses to the deposit account indicated by the Ally the net Income, e). Debits the corresponding Discounts from the gross Income as stipulated in these T&C.

Technological Solution. W PAYMENTS has developed a Technological Solution, which the Ally can use, only and strictly, under the stipulations set out in these T&C. The Technological Solution includes, a). A Platform for the verification, creation and activation of the W PAYMENTS Account, allowing the Ally to manage their transactions efficiently and securely, and b). Payment processing tools to enable the acceptance of payment methods before the Acquiring Entities.

In any case, the Services will be those available at the time the Ally activates their W PAYMENTS Account, or those that may be implemented in the future. W PAYMENTS reserves the right to temporarily suspend the use of the Services for security reasons, maintenance or software updates, changes in functionalities or for unforeseen situations. W PAYMENTS is not responsible for the availability or possible technical failures that the Acquirer Entity, acquiring or issuing processors, and other entities participating in the payment system may present.

SECTION 3. THE W PAYMENTS ACCOUNT

Creation of the Account. Only natural or legal persons who conduct duly authorized and registered commercial or mercantile activities, and who have not been subject to Suspension or Final Cancellation by W PAYMENTS, can register. To create the W PAYMENTS Account, business data, contact person, and login information, including an email and a password, must be provided. These will be your access credentials and will always be requested to access the W PAYMENTS Account. When the W PAYMENTS account is created for the first time, it appears in registration status, meaning that transactions cannot be carried out until the account activation process is completed.

Account Activation. To use the Services, a “Active” W PAYMENTS Account is required. For activation, the Ally must complete all the personal and business information requested in the linkage form. W PAYMENTS may request additional information or documents at any time, even after the W PAYMENTS Account activation. W PAYMENTS will validate the linkage form and verify the applicant's identity. If the application validation is successful, the W PAYMENTS Account will appear in active status, and from that moment on, access to the Services will be available. W PAYMENTS reserves the right not to activate (reject), deactivate, suspend or permanently cancel the W PAYMENTS account of anyone who provides incorrect, false, incomplete, or outdated information. Under no circumstances will W PAYMENTS assume liability for these measures.

If there are indications that the W PAYMENTS account has been used for criminal, illegal, or against these T&C purposes, the Ally expressly authorizes W PAYMENTS to share their data with authorities to initiate appropriate legal actions.

The Ally is responsible for safekeeping their password and restricting access to their W PAYMENTS Account and Services from their mobile devices, computer, or other applications. Any use made from the W PAYMENTS Account is presumed to be done by the account holder; therefore, that use is authentic and authorized by W PAYMENTS. The Ally can request the change or reset of their password via the option enabled on the W PAYMENTS platform.

The W PAYMENTS Account is a user account within the W PAYMENTS Platform, from which the Ally can use the Services. In no case can the W PAYMENTS Account be understood as a bank, deposit, or through which any financial service is provided. The W PAYMENTS Account has a dashboard where, among other options, the Ally can view Income, amounts in exchange, transaction history, activate Access Tools. W PAYMENTS may send transaction confirmation to the email provided by the Ally, as well as reports of transactions made during a specific period or the last week.

SECTION 4. ACCESS TOOLS

W PAYMENTS provides the Ally with its virtual service platform and personalized access to enable the W PAYMENTS account. Through these tools, the Ally can monitor, organize and manage data on payment processing, sales, account statuses, and access additional services such as advance balance, pay me now, which allows accelerating working capital over a specified billing period, with a fixed amount provided to the acceptance of this special monetization tool.

SECTION 5. SPECIAL CONDITIONS OF BUSINESS SERVICE

Ally's Declarations. The Ally: Knows and accepts that W PAYMENTS acts as the Ally's Agent to manage payments made by Acquiring Entities for the goods and/or services the Ally offers that sustain the contractual relationship between the parties.

Knows and authorizes W PAYMENTS to act as their agent to receive, disburse, reverse or retain in Payment Management, to the acquiring entities related to the Ally.

Knows and authorizes that, temporarily and in their capacity as agent, W PAYMENTS receives the Ally's Income in the deposit account that W PAYMENTS registers with the Acquiring Entity.

Knows and authorizes W PAYMENTS to debit from their Income all discounts pursuant to these T&C.

Knows and grants an irrevocable mandate to W PAYMENTS to, on behalf and order of the Ally, block the disbursed Income to the Ally's deposit account when an investigation is initiated due to a fraud alert, reported by any of the parties involved in the traceability of payment management. The Income will be blocked in the deposit account until the investigation is concluded per the security policies of the intervening entities.

Every time transactions are processed, in the payment periods provided by the Acquiring Entities, to these gross Income that the transaction represents, the respective discount will be made; therefore, the Ally will be disbursed the net Income. Discounts are understood as the fee, financial costs provided by the bank, and national law.

The Ally shall pay W PAYMENTS an amount for the services, that is, for the management mandate and the use of the technological solution or other services that W PAYMENTS may provide.

The W PAYMENTS Amount consists of a percentage value calculated on the total transaction amount and a fixed value applied to each transaction regardless of the transaction amount. The charge is made for each successful transaction.

The Ally irrevocably authorizes W PAYMENTS to make this discount from the Income owed to the Ally for each transaction carried out.

W PAYMENTS will communicate the effectuated and current amount to the Ally, who will have full knowledge of the service costs.

The rates in force at the time of acceptance of these T&C or when the new applicable rates are notified apply. W PAYMENTS must notify at least fifteen (15) days in advance of the effective date of the increase.

In the event that W PAYMENTS cannot effect the discount of the amount or any balance advance (pay me now) made by the Ally at the time of the transaction, W PAYMENTS may discount from another transaction or from those Income pending Disbursement. In any case, the Ally will always be obliged to pay and remedy directly to W PAYMENTS the value that could not be discounted.

The Amount does not include applicable taxes or other legal deductions.

Billing Plans. W PAYMENTS will make the corresponding Disbursement to the Ally in the deposit account that this has designated for such purpose within a maximum term of five (5) business days from the date of transaction approval by the Acquirer Entity. To the Disbursement, the Discounts to which there is room according to these Terms and Conditions will be applied.

W PAYMENTS reserves the right to modify the conditions that apply to the Billing Plan, in which case, it must previously communicate to the Ally.

As a general policy, when an Ally creates their W PAYMENTS Account for the first time, the first Disbursement will be executed after the first five (5) calendar days following the date of the first transaction.

If various Billing Plans are offered by W PAYMENTS, W PAYMENTS may limit the choice of the Billing Plan according to its internal policies, and similarly, it may assign at its discretion, the applicable Billing Plan for a certain Ally.

Disbursements to the Ally's deposit account.

Account for Disbursements. The Ally must indicate a deposit account at least in one of the financial entities enabled by W PAYMENTS. The account holder must be the natural person or legal entity or the legal representative registered as Ally, or under free and voluntary designation for disbursement of payments. In this deposit account, W PAYMENTS will disburse the net Income generated in favor of the Ally. If the Ally requires changing the registered deposit account, a request must be made to W PAYMENTS through the enabled channels, notwithstanding the additional verifications or supports that W PAYMENTS may require for the effect.

Activation of Disbursements. The Ally must complete the linkage process to request the disbursement of the net Income in the indicated deposit account. Required documents must be attached and additional information provided. W PAYMENTS reserves the right to continue its linkage process, to conduct additional assessment, or reject the applicant's linkage.

Conditions of Disbursements. The net Income is disbursed to the deposit account indicated by the Ally according to the applicable Billing Plan.

W PAYMENTS will only disburse the net Income received on behalf of the Ally on the accredited dates according to the Billing Plan.

Disbursements do not operate automatically each time an Acquiring Entity performs a transaction.

The Ally knows and accepts that some transactions require additional validation before being deemed successful. A transaction may be pending authorization for up to five (5) business days by the acquiring processors or the respective entity responsible in the payment system. When a transaction is pending authorization, it cannot be disbursed, and the term for Disbursements will start from the effective date that the Income is credited to W PAYMENTS.

The Ally exempts W PAYMENTS from any liability regarding erroneous Disbursements or those that are not successful due to the improper provision of information by the Ally.

The Ally will assume the financial costs and other charges associated with Disbursements made by W PAYMENTS in the Ally's deposit account.

W PAYMENTS will only make Disbursements to the deposit account registered in the W PAYMENTS Account.

The Ally can only request the Disbursement of the net Income marked as available in their W PAYMENTS Account.

When the Ally has outstanding Income pending Disbursement and a Voluntary Cancellation is requested, the request cannot proceed until the Income is disbursed.

When the Ally has outstanding Income for Disbursement and has been inactive for a period exceeding twelve (12) months from the last transaction, they irrevocably authorize W PAYMENTS to Disburse in the last registered deposit account in the W PAYMENTS Account.

The Ally authorizes W PAYMENTS to retain the Income for a maximum term of one hundred and twenty 120 calendar days due to fraud alerts. The withheld Income cannot be disbursed until the fraud alert validation process is completed, and they will not generate any interest or yield. W PAYMENTS may also withhold the Ally's Income when they do not resolve fraud indications notified and based on our security filters; likewise, if the Ally engages in Prohibited or Illegal Activities, or prohibited use of the Services. W PAYMENTS will communicate the pertinent instructions to the Ally.

The Ally understands and accepts that holders of payment methods can present claims for fines, reprimands, and/or sanctions, on production transactions made by the Ally, and these controversies are procedures alien to W PAYMENTS and are conducted by the Acquirer Entity. These claims may originate from a transaction's ignorance by fraud or other causes sanctioned between the binding rules between the Ally and the Acquirer Entity.

The Ally authorizes W PAYMENTS to apply Discounts to the Ally's Income, by virtue of fines, sanctions, or any controversy caused by the Ally, according to these T&C and/or what the Acquirer Entity disposes of.

W PAYMENTS may request the Ally the transaction supports, which must be provided within five (5) business days of the request date.

W PAYMENTS will receive and provide due processing to claims or clarifications filed by the Ally, regarding any inconsistency arising from disbursements, five (5) business days following the event's occurrence.

Tax Obligations. The Ally will assume the same tax quality as W PAYMENTS for tax obligations the Ally must assume with government authorities. Likewise, the Ally must assume any cost or charge associated with transactions conducted to access or use the services. W PAYMENTS will make statutory discounts to the Ally where applicable, according to W PAYMENTS' tax status and will deliver the respective certificates necessary for fulfilling their tax obligations. The mandate granted under these T&C does not make W PAYMENTS responsible for the Ally's tax obligations. The Ally is solely obligated to know and fulfill their tax obligations and those generated in relation to acquiring entities.

SECTION 6. RESPONSIBILITIES OF THE ALLY

Without prejudice to other obligations stipulated in these T&C, the Ally will: (i) Be responsible for the legal, accounting, and fiscal management of their operations; (ii) Refrain from storing, exchanging, supplying, or disclosing, under any title, information related to sensitive personal data, transactions, or any other that is considered confidential, that may be known in the development of their economic and professional activity, unless expressly required by the Acquirer Entity, or by the authority's order; (iii) Retain for two (2) months from the date of each payment processing, the support documents of transactions through W PAYMENTS Services, to respond to any claims that may arise; (iv) Ensure that their quality policies are clearly aligned with the legal contractual regulations; (v) Comply with the current regulations on consumer protection and with the procedures defined by the Acquirer Entity and W PAYMENTS in compliance with such regulations; (vi) Protect their systems, networks, passwords, and other necessary measures against unauthorized access; (vii) Maintain commercially reasonable practices aimed at maintaining safe and secure the privacy of data by commercial interveners; (viii) Comply with W PAYMENTS requests to take reasonable and necessary actions to maintain service security and integrity; (ix) Implement updates to the latest version of the software, security updates, and patches necessary to properly use W PAYMENTS Services.

SECTION 7. FRAUD PREVENTION

The Ally understands that any violation of security and fraud prevention rules stipulated in these Terms and Conditions may result in fines or other losses to W PAYMENTS. As a result, the Ally will indemnify and immediately reimburse W PAYMENTS for all fines or losses caused directly or indirectly by their actions and those of their agents.

Security Alert Investigations. If W PAYMENTS suspects that a security breach, leakage, data loss, or compromise has occurred in the system, Platform, or application affecting compliance with these T&C, it may request the Ally allow a security audit of their systems, and procedures. The Ally must fully cooperate with any information or assistance request made by the auditor.

SECTION 8. ILLEGAL AND PROHIBITED ACTIVITIES

The Ally is responsible for using the Services in accordance with the purposes established in these Terms and Conditions and applicable laws. The use of Services for illegal or prohibited activities is expressly forbidden. Services must be used on behalf or on the legal representation of a legal entity. The use of Services on behalf of a third party is prohibited unless expressly authorized by W PAYMENTS.

The use of Services for developing Illegal or Prohibited Activities is completely prohibited.

If W PAYMENTS detects that the Ally is using the Services to develop Illegal or Prohibited Activities, it may immediately reject, cancel, and/or suspend the W PAYMENTS Account and Service use, without prior notice or any responsibility. This is without prejudice to relevant legal actions W PAYMENTS may take against the Ally or third-party participants in detected Illegal or Prohibited Activities.

The Ally will indemnify and reimburse W PAYMENTS for any penalty or fine imposed by the acquiring Entities, governmental authorities, or W PAYMENTS if it is proven that the Ally used the Services for developing Illegal or Prohibited Activities.

Illegal Activities. W PAYMENTS considers Illegal Activities all those indicated by current law, similarly, any activity leading to an illegal object and/or cause.

Money Laundering and Terrorism Financing Prevention. W PAYMENTS is obligated to have policies and procedures aimed at mitigating the risk of money laundering and terrorism financing. To this end, a series of policies is applied to our clients that enables compliance with regulatory obligations and risk mitigation. By accepting these terms and conditions, the Ally commits to implementing measures to prevent their operations from being used as instruments for hiding, managing, investing, or taking advantage of money or other assets from illegal activities or to give legality appearance to these activities. Similarly, the Ally declares that they are not aware of investigations, accusations, sanctions, or convictions by competent national or foreign authorities against themselves or third parties acting in their representation, or in the case of legal entities, their legal representatives, administrators, directors or third parties acting in their representation, associates, or direct and indirect shareholders holding more than 5% in capital or their subsidiaries, nor for the administrators of their subsidiaries in any jurisdiction, for the following events:

The alleged commission of crimes related to money laundering, its source crimes including those related to corruption, or terrorism financing;

For conduct that results in administrative, disciplinary, fiscal, or judicial sanctions for violations of any anti-corruption rule.

Additionally, they declare not to have been included in lists managed by any national or foreign authority for controlling money laundering, terrorism financing, and corruption, in any of its forms. In case the information provided by the Ally is false or during the validity of the commercial relationship, W PAYMENTS evidences the existence of investigations, accusations, sanctions, or convictions against the Ally or against any of the natural or legal persons mentioned in the previous paragraph, originated in any of the equally related events, W PAYMENTS may consequently cancel the W PAYMENTS Account and Service use, terminating unilaterally for just cause the existing commercial relationship without any indemnity payment by W PAYMENTS.

Prohibited Activities. W PAYMENTS considers Prohibited Activities:

  • Gold and other precious metal extraction

  • Extraction of other non-ferrous metal ores n.e.c.

  • Emerald, precious and semi-precious stones extraction

  • Basic industries of precious metals

  • Arms and ammunition manufacturing

  • Material recovery

  • Wholesale trade of metals and metal products

  • Support activities for other mines and quarries operations

  • Wholesale trade of waste, scrap, and scrap metal

  • Currency exchange house activities

  • Foreign currency buying and selling professionals' activities

  • Gambling and betting activities

  • Retail trade of pharmaceuticals and medicinal products

  • Trade of any kind related to pets, wildlife, and/or biological material.

SECTION 9. CANCELLATION, DEACTIVATION, AND SUSPENSION

W PAYMENTS reserves the right to cancel, deactivate or suspend, at any time, at its discretion and without any indemnity or responsibility, the W PAYMENTS Account and Service use.

Cancellation. The W PAYMENTS Account and Service use can be canceled by:

Voluntary Cancellation: The Ally may request a Voluntary Cancellation of their W PAYMENTS Account and access or use of Services. For Business Service, this request will be processed as long as the Ally has no pending Disbursements under the Billing Plan, or the Ally owes W PAYMENTS any sum of money for any concept. In any case, if the Ally decides to use Services again, they must request the reactivation of the W PAYMENTS Account by contacting the channels enabled by W PAYMENTS.

Definitive Cancellation: W PAYMENTS may at any time and for any reason apply a Definitive Cancellation of the W PAYMENTS Account and Service use; Therefore, the Ally may not by themselves or through another person create a new W PAYMENTS Account or use the services.

For these T&C, Voluntary Cancellation and Definitive Cancellation are understood as a contractual termination to which the effects described in these T&C follow.

Deactivation. W PAYMENTS may deactivate a W PAYMENTS Account and access or use of Services when within a period equal to or greater than twelve (12) months following the last registered transaction, the Ally has not used the Services, nor has pending Disbursements or disputes to process. For the Business Service, the Ally can access their W PAYMENTS Account again, entering their username and password but must request Service reactivation through the channels enabled by W PAYMENTS.

Suspension. W PAYMENTS may suspend a W PAYMENTS Account and/or Service use when registered; (i) High levels of fraud according to W PAYMENTS policies; (ii) The Ally has not updated their information for more than 12 months since the last update; (iii) The Ally uses Services to conduct illegal activities. Suspension is not a contractual termination; therefore, the Ally remains obliged to these T&C stipulations. The Suspension of the W PAYMENTS Account disables Access Tools and Disbursement use. When a Suspension is applied, W PAYMENTS will start an Ally investigation. Depending on the investigation results, W PAYMENTS may lift the suspension or apply a Definitive Cancellation. The investigation will have a maximum term of 120 calendar days.

SECTION 10. LIMITATION OF LIABILITY

W PAYMENTS limits its liability to uninterrupted access or use in Service provision. Service provision is subject to technical, technological, or other failures outside of W PAYMENTS. Under no circumstances will W PAYMENTS be responsible for any indirect, punitive, incidental, moral, special, consequential, lost profits, business opportunity losses, or reputation losses resulting from use, inability to use Services, or service unavailability. Additionally, W PAYMENTS will not be responsible for any damage resulting from or related to hacking, manipulation, or unauthorized access or use of the Services, W PAYMENTS Accounts, data, servers, infrastructure, errors in using or implementing anti-fraud measures, security controls or any other security measure, or illegal actions by third parties. In any case, the Ally accepts that W PAYMENTS' contractual liability or any liability limit not described in these T&C will be limited to material, direct, quantifiable, verifiable, foreseeable damages attributable to W PAYMENTS' actions or omissions up to minor negligence, who is understood to have the demanding diligence grade of a merchant in the ordinary course of business. Under any circumstances, W PAYMENTS' liability, in aggregate form, will not exceed twenty percent (20%) of the fees paid by the Ally to W PAYMENTS within a period of twelve (12) months immediately preceding the claim basis. W PAYMENTS will not be responsible to Acquiring Entities or third parties, who cannot impute any liability to W PAYMENTS for any damages or losses caused by the Ally. W PAYMENTS does not warrant, endorse, or assume responsibility for any product or service advertised or offered by a third party. The Ally is solely responsible for managing the W PAYMENTS Account and Services; therefore, any damages that may be caused by the conduct of their controllers, agents, subsidiaries, affiliates, officials, employees, directors, representatives, and generally, anyone who has access to the Services by express authorization of the Ally, shall be fully indemnified by the Ally.

SECTION 11. INTELLECTUAL PROPERTY

W PAYMENTS and its licensors exclusively own all rights, titles, and interests in the patents, copyrights (including rights to derivative works), moral rights, publicity rights, registered trademarks or service marks, logos and designs, trade secrets, and other intellectual property incorporated in or contained in the API, the Services, the Platform (the “W PAYMENTS Intellectual Property”) or any copies thereof. All rights of W PAYMENTS and its licensors not expressly granted to the Ally in these T&C are reserved.

Under these T&C, W PAYMENTS has been granted a limited, non-exclusive, revocable, non-transferable license to electronically access and use (the software that is part of the Services, as authorized in these T&C) W PAYMENTS' Intellectual Property and its licensors only in the manner described in these T&C. W PAYMENTS and its licensors may make software updates for Services, which the Ally shall install to continue using Services. Software updates may require additional terms, which will be communicated previously to the Ally.

W PAYMENTS and its licensors do not sell to the Ally nor have any right to sublicense W PAYMENTS and its licensors' Intellectual Property.

In these T&C, the term Intellectual Property means all patent rights, copyright rights, moral rights, publicity rights, registered trademark rights and service mark rights, goodwill, trade secret rights, and other intellectual property that may now exist or come into existence in the future and all its applications, registrations, renewals, and extensions, under the laws of any state, country, territory, or other jurisdiction.

SECTION 12. AUTHORIZATION FOR PERSONAL DATA ADMINISTRATION

The Ally knows and accepts W PAYMENTS' Personal Data Treatment Policy, which explains how personal information provided by the Ally is collected, used, and protected. This Policy is available on the wpayments.co website.

General Provisions

As an Ally, I authorize W PAYMENTS or whoever represents their rights in Colombia and/or abroad, for compliance with the law, the functioning of the financial operation, the offering, and administration of products and/or services, among others, to in the development of activities that comprise their corporate purpose. My personal data may be requested, stored, consulted, verified, transmitted, shared, processed, modified, updated, clarified, withdrawn, disclosed, maintained, or subject to any type of treatment operation under the disposals of Law 1266 of 2008, Law 1581 of 2012 and other related norms regarding the protection of personal data.

Authorizations for Commercial Purposes and for the Offering and Administration of Products and/or Services: As an Ally, I authorize W PAYMENTS to: a) contact me via phone, instant messaging directly or through its providers, send me messages by any means, as well as emails and social networks; b) share information with suppliers and allies; c) consult, request or verify my location or contact information in public or private entities, in Colombia or abroad; d) analyze my consumption habits; e) obtain from me all the information needed, such as personal data, biometric data, access to facial recognition, fingerprint, and voice identification from my electronic devices and location.

In addition to considering the abovementioned purposes, it is also considered for W PAYMENTS to: (a) validate and verify my identity for product and service offering and administration; (b) offer and provide their products or services through any means or channel for my benefit; (c) supply commercial, legal, product, security, service, or other information; (d) perform commercial analysis and research, data analytics, statistics, risk, market, and financial analysis, and the construction of aggregate information that can be shared with their clients and third parties.

I declare that: i) I have been informed about my right to know, update and rectify my Personal Data and be aware of the optional character of my answers to questions when they concern sensitive data; ii) This information is true, may be used for the update process and is verifiable at any time. I commit to updating or confirming at least once a year or whenever deemed necessary. Likewise, I undertake to inform any changes related to my contact data, tax residence, domicile, and commercial activity within 20 days following the date in which the change occurred; iii) For updating only complete the information that has changed in the last year, consequently, the non-completed information remains valid.

For more information, you can contact: info@wpayments.co

Revocations: Without prejudice to the authorizations I have granted W PAYMENTS for personal data treatment, I declare that I know my right to revoke under the law, any of the following authorizations: (i) sending text messages for commercial offers; ii) sending emails for commercial offers; (iii) commercial offer by telemarketing of products that I do not have with W PAYMENTS; and (iv) sharing information with third-party allies so that they offer their products through the channels enabled by W PAYMENTS.

SECTION 13. OTHER PROVISIONS

Exchange Obligations: It is the responsibility of the Ally to comply, at their own risk, with all legal obligations in exchange matters that apply to them for the use of Services. The Ally is responsible for knowing the exchange rules of the commercial activity carried out using W PAYMENTS Services.

Modification of the T&C: W PAYMENTS reserves the right to change, add or modify these T&C at any time and without any indemnity. W PAYMENTS will publish such changes on the wpayments.co website or through other reasonable means. Eventually, W PAYMENTS might notify you via email or place a notice through its platform, by email, or by other reasonable means. For existing active Allies, the modifications will enter into force ten (10) calendar days following the posting date. If ten (10) days pass and the Ally has not requested a Voluntary Cancellation of their W PAYMENTS Account, it is understood that they have accepted these new modifications of these T&C. For new allies, modified T&C apply from their acceptance at the W PAYMENTS Account creation moment. The Ally must periodically check the W PAYMENTS website to review changes to these T&C. The Ally can know when these T&C were last modified by checking the “Last Updated” date at the top of these T&C. Previous versions will be available on the W PAYMENTS website.

Dispute Resolution: The law applicable to the interpretation, execution, termination, collection of money sums, and generally the law applicable to any aspect of these T&C will be Colombian. Consequently, any dispute or difference in which the parties incur due to the execution, interpretation, or fulfillment of these T&C, which cannot be directly resolved by the parties themselves, will be submitted to the competent jurisdictional authorities in the city of Medellín.

The Ally will hold harmless and defend at their own cost W PAYMENTS and its employees, representatives, agents, directors, shareholders, contractors, or subcontractors, suppliers, or service providers from (i) any willful or negligent action or omission of the Ally or its employees, representatives, shareholders, contractors, or subcontractors, suppliers, or service providers; (ii) violation of any contractual or legal provision strictly related to the purpose of these T&C obliging the Ally, such as regulatory, banking, fiscal obligations, and any labor obligations to their employees or service providers, whether for salaries, benefits or indemnities; (iii) any lawsuit, claim, or trial initiated by a third party (including Colombian or foreign government authorities of any level) against W PAYMENTS that might affect their respective assets based on or derived from any of the concepts listed in the items here, (iv) illegal or inappropriate use of Services, (v) violation of any third-party rights, including, without limitation, privacy, publicity or intellectual property rights, (vi) frauds resulting from identity theft of cardholders or payment method holders, or,(vi) any breach by the Ally with respect to Acquiring Entities' obligations derived from these T&C, the Consumer Statute or, failing that, from applicable laws.

If a third party claim is filed against W PAYMENTS, W PAYMENTS will provide notice of the claim and supply the Ally with all related documentation. Such notice and documentation will be provided as soon as possible. W PAYMENTS may cooperate with the Ally and their attorneys providing information for investigating and defending such claim and any appeal.

These T&C, the Privacy Policy, the Publication of Amount, and any other document accepted by the Ally for Service provision constitute the entire and total existing document between W PAYMENTS and the Ally to regulate the legal relations derived from the Services subject thereof and, therefore, nullify any verbal or written proposal made previously about the same Services, constituting by themselves the executive title to demand compliance with all obligations and benefits contained in this document. In case of contradiction or incompatibility between these contract terms and conditions and other documents, these T&C stipulations will prevail, as it reflects the total, unique, and full acceptance of the terms on the Services provided, entered into complete good faith. If any provision or part of these T&C is considered invalid or unenforceable, it will be reformed and interpreted to fulfill its objectives as much as possible, but in any case, all remaining provisions will continue in full force and effect.

Assignment. The Ally may not assign these T&C nor any right, license, or W PAYMENTS Account operation to third parties, without the prior consent of W PAYMENTS. Any assignment attempt will be considered invalid without W PAYMENTS' authorization. If the Ally wants to assign their contractual position in these T&C, they must contact W PAYMENTS to follow the stipulated procedure. If W PAYMENTS accepts the proposed assignment, the new Ally must assume all rights and obligations of these T&C. W PAYMENTS may assign these T&C at its discretion without the Ally's consent and without any restriction, for which the Ally will be previously informed.

This contractual relationship is indefinite. Termination will occur when (i) the Ally requests Voluntary Cancellation, (ii) W PAYMENTS applies Definitive Cancellation, or (iii) the Services cease to be provided. In any case, Limitations of Liability, Disbursements, Disputes, and other provisions will continue to be in effect after the termination of this contractual relationship.

PAY ME NOW

The Pay Me Now service is a tool designed for the allies of our W PAYMENTS Account to advance outstanding balances to be liquidated by outsourcing service recipients, allowing access to working capital securely and quickly. This service is not an instrument for conducting commercial activities in the exchange market, trading, forex, and/or currency market.

The following terms and conditions are established for the due processing of this service:

Requests will be received from Monday to Saturday, from 7:00 a.m. to 2:00 p.m.

The ally has two Pay Me Now options: Standard Advance Payment and Priority Advance Payment.

In the Standard Advance Payment, aligning the request to the established schedule, W PAYMENTS will execute the operation within a maximum of 1 business day, adjusting to the TRM at the time of the transfer.

In Priority Advance Payment, aligned with the timeframe specified by W PAYMENTS, payment will be made on the same business day, ensuring transaction with our TRM rate of the day.

Operations requested on Saturday will be subject to bank entity's holiday treatment policies.

The ally can cancel the Pay Me Now service free of charge one (1) hour after the process registration; after this term and for up to three (3) hours, the cancellation will cost five dollars ($5 USD), which will be automatically debited in the next regular settlement.

Errors in processing, personal information, banking, and/or correlation of production and balance advance attributable to the Ally will incur a five-dollar ($5 USD) penalty due to operational and transactional wear, which will be automatically debited in the next regular settlement, providing due communication and relevant support.

W PAYMENTS will automatically deduct the advanced amount in Pay Me Now in the next regular and current period liquidated by the service recipient; if W PAYMENTS does not make the corresponding discount in that period, it may execute it automatically in the next cycle.

DIGITAL CURRENCY

It refers to the processing of digital currency buying and selling, an asset to be used and credited only by the service recipient for payment settlement. The authenticity of this digital currency must be endorsed by W PAYMENTS.

The following terms and conditions are established for the proper processing of this service. Requests will be received from Monday to Saturday, from 8:00 a.m. to 5:00 p.m. Once the ally executes the order, it cannot be canceled or reversed.

W PAYMENTS will have up to three (3) business days after receiving the transaction to execute payment. During this time, information, production, and balance availability will be verified.

If the platform and/or service recipient apply fines, sanctions, or other financial penalties to the ally, unnoticed during the payment period mentioned, the ally fully authorizes W PAYMENTS to automatically debit this value in the next payment to the ally, providing due communication and relevant support. If this option is not feasible, the ally authorizes W PAYMENTS to initiate collection by executive means, for which this document will serve as an executive title. Any requirement for delay constitution is expressly waived, reserving the right to claim additional damages.

Errors in personal and/or banking information, affecting or obliging a transactional reprocess attributable to the ally, will result in a five-dollar ($5 USD) penalty. This penalty will be automatically debited from the transfer amount, providing due communication and relevant support.

Conducting digital currency payments, determined to stablecoins, USDC, or USDT, carries significant risks such as price volatility and lack of governmental backing. Allies understand and accept that these assets are subject to price variations, which could result in losses when executing transactions. Moreover, they take responsibility for the veracity of information in transactions, as once confirmed, they cannot be reversed. Any error in transaction details could result in losses. Neither W PAYMENTS nor its collaborators are responsible for related losses or damages. Allies release W PAYMENTS from liability for unmentioned risks and should consider their financial situation and risk tolerance before executing digital currency transactions. W PAYMENTS is excluded from any liability, direct or indirect, for losses or damages resulting from this service.

VALIDITY This Policy of Terms and Conditions was approved on July 14, 2025, and begins to be in effect from that same date.