Terms & Conditions

Date of Update: January 30, 2026

W PAYMENTS: We are the intermediary in electronic payment processes, making fund management, distribution, and electronic payment facilitation easy. We provide effective and simple solutions for international collection processes, allowing working capital to be handled swiftly, clearly, and securely through payment management, cross-border operations, international factoring, and/or confirming. With this setup, we ensure effective and inclusive processes ideal for small businesses, micro-enterprises, and individuals.

The purpose of this document is to explain the regulation of terms and conditions under which W PAYMENTS services are integrated. Therefore, it is crucial that you carefully and thoroughly review the terms and conditions regarding the usage policy gathered in this document. By accessing this portal and W PAYMENTS services, you fully agree with these terms and conditions (hereafter T&C) stipulated below. If you disagree, please do not access this portal.

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

SECTION 1. GENERALITIES

W PAYMENTS states that:

It is an international consortium, incorporated in Colombia, subject to the inspection, control, and supervision of the country's regulatory bodies. It is not a financial services entity and does not engage in asset collection, holding, or administration operations.

It is authorized by the Acquiring Entity to act as a facilitator and collector on behalf of their Ally for funds resulting from payment orders in their favor. Furthermore, W PAYMENTS may enable additional payment processing services.

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

It does not engage in financial activity or provide postal or stock exchange services. Nor does it authorize third parties to use the Services for such purposes.

W PAYMENTS does not directly capture resources or receive bank deposits from the public. Funds collected by W PAYMENTS are received as a mandate on behalf of the appropriate Ally, acting as a trusted intermediary for proper fund management and delivery according to the detailed instructions in these Terms and Conditions. We guarantee transparent and secure resource management in compliance with current legal and regulatory provisions.

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

Allies are not required to accept a specific brand of credit, debit, prepaid, or gift cards to access Services or a specific payment method.

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

Services are enabled for individuals or legal entities (“Allies”) to monetize billed payments on acquirer platforms, without prejudice to the conditions set forth in these T&C.

It does not intervene in the contracts or agreements between the Ally and acquiring entities, maintaining autonomy in legal relations and guaranteeing fulfillment of contracted services.

It guarantees constant monitoring of Services to identify and correct possible errors, ensuring quality and protection against security threats, with the commitment to providing reliable and secure service.

The Ally states that:

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

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

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

All information and data provided to W PAYMENTS are true; hence, the attached documents are authentic, true, and verifiable, so they authorize their verification before any person, national or foreign. The Ally commits to updating their information at least once a year or whenever there is a change in the information provided or when requested by W PAYMENTS.

They know and accept W PAYMENTS's Personal Data Processing Policy, which explains how personal information from the Ally is collected, used, and protected.

They know and accept that W PAYMENTS may, at any time, verify all financial, commercial, and credit information with Information and Risk Operators, or any other entity that manages or operates databases.

W PAYMENTS does not act under the charge of promoting or exploiting businesses in a specific branch and within a predetermined area or before any acquiring entity, as the representative or agent of the Ally.

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

They have all the necessary operating permits according to the activity or corporate purpose they develop. The Ally takes full responsibility for failing to obtain said permits.

They know and accept that the present legal relationship is of a commercial nature. The Ally conducts their business independently and autonomously, using their own personnel, 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 extra-legal benefits resulting from the services provided by the Ally's personnel will be exclusively borne by the Ally regarding their employees, officials, or contractors.

W PAYMENTS has no involvement in the actions derived from the normal course of the Ally's business or in price setting by the Acquiring Entity and is entirely unrelated to the legal link with them.

They know and accept that W PAYMENTS reserves the right to reject, at its 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 nor interfere with the operation of the Services. Use of the Services must comply with these T&C and applicable laws and regulations.

They know and understand that the Acquiring Entities, nor the financial entities involved in the traceability of collections, are subcontractors of W PAYMENTS.

The Ally knows and accepts that these T&C are provided electronically and that their electronic acceptance and all activity within the W PAYMENTS Account can be used by W PAYMENTS with administrative or judicial authorities as proof of the existing legal relationship according to current regulations. In any case, the Ally may print a copy of the T&C published on wpayments.co/tyc

SECTION 2. THE SERVICES

As an Aggregator, W PAYMENTS: a). Facilitates the Ally in speeding up billed monetization, b). Processes transactions and payment traceability, c). Manages payments acting on behalf of the Ally to receive the money in a deposit account resulting from the commercial object of the Ally, provided transactions are enabled with the Acquiring Entity, d). Disburses the net income to the deposit account indicated by the Ally, e). Debits the corresponding discounts from the gross income according to what is stipulated in these T&C.

Technological Solution. W PAYMENTS has developed a Technological Solution that the Ally can use only 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 Ally to manage transactions efficiently and securely, and b). Payment processing tools to enable acceptance of payment methods with Acquiring Entities.

In any case, the Services will be those available when 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 Services for security reasons, software maintenance or updates, changes in functionalities, or unforeseeable situations. W PAYMENTS is not responsible for availability or possible technical failures that may present in the Acquiring Entity, acquiring processors, issuer, and entities participating in the payment system.

SECTION 3. THE W PAYMENTS ACCOUNT

Account Creation. Only individuals or legal entities conducting duly enabled and registered commercial or mercantile activities and have not been subjected to Suspension or Definitive Cancelation by W PAYMENTS can register. To create the W PAYMENTS Account, business data, contact person information, and login details, including an email address and a password, must be provided. These will be your access credentials, which will always be requested to access the W PAYMENTS Account. When the W PAYMENTS Account is first created, it appears in registration status, meaning no transactions can be carried out until the account activation process is completed.

Account Activation. To use the Services, one must have an “Active” W PAYMENTS Account. For activation, the Ally must complete all personal and business information required in the linking form. W PAYMENTS may request additional information or documents at any time, even after the W PAYMENTS Account activation. W PAYMENTS will validate the linking form and verify the applicant's identity. If the application validation is successful, the W PAYMENTS Account will appear active, and Services will be accessible from that moment. W PAYMENTS reserves the right not to activate (reject), deactivate, suspend, or definitively cancel the W PAYMENTS Account of anyone who provides incorrect, false, incomplete information or fails to update their information. W PAYMENTS will not assume responsibility for these measures.

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

Credential Custody and Account Use. The Ally is responsible for safeguarding their password and restricting access to their W PAYMENTS Account and Services from their mobile devices, computers, or other applications. Any use carried out from the W PAYMENTS Account is presumed to be done by the Ally owner; hence that use is authentic and authorized for W PAYMENTS. The Ally can request a password change or reset through the option provided on the W PAYMENTS Platform.

Nature, scope, and currency of the Account. The W PAYMENTS Account is a user account within the W PAYMENTS Platform, from which the Ally can use the Services. The W PAYMENTS Account operates under a base currency denominated in United States Dollars (USD), which will be used as a reference for the registration, calculation, valuation, and administration of balances, income, Discounts, fees, costs, benefits, and any other economic concept visualized or managed within the Platform. The Ally knows and accepts that the values reflected on the dashboard are presented in USD, notwithstanding that, for purposes of Disbursements, conversions, or settlements, third parties may intervene and/or operational conditions, security, or compliance may be applied.

Under no circumstances shall the W PAYMENTS Account be understood as a bank account, deposit account, or through which any financial service is provided. The Ally knows and accepts that the W PAYMENTS Account is a technological and operational user environment and that expressing their information in USD does not imply the opening of a bank account, deposit account, fiduciary relationship, custody, collection, nor the provision of financial services by W PAYMENTS, as indicated in these T&C.

Dashboard, visualization, and reports. The W PAYMENTS Account has a dashboard where, among other options, the Ally can view Income, balances in exchange, transaction history, and activate Access Tools. W PAYMENTS can send transaction confirmation to the email provided by the Ally, as well as reports of transactions performed during a specific or last week's period.

SECTION 4. ACCESS TOOLS

W PAYMENTS provides the Ally with its virtual service platform and customized access for enabling 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 like the balance advance, Págame Ya, which allows speeding up working capital over a specific billing period, with a fixed amount offered upon acceptance of this special monetization tool.

SECTION 5. SPECIAL CONDITIONS OF BUSINESS SERVICE

Statements from the Ally. The Ally:

Knows and accepts that W PAYMENTS acts as the Ally's Authorized Agent to manage payments made by Acquiring Entities for the goods and/or services the Ally offers, which underpins the contractual relationship between the parties.

Knows and authorizes W PAYMENTS to act in their name and on their behalf as their authorized agent to receive, disburse, reverse, or retain in Payment Management, before the Acquiring Entities related to the Ally.

Knows and authorizes that, on a transitory basis 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 Discounts from their Income according to what is stipulated in these T&C.

Knows and grants irrevocable authorization to W PAYMENTS to block Income disbursed to the Ally's deposit account when an investigation starts on a fraud alert reported by any parties involved in the traceability of Payment Management. The Income will be blocked in the deposit account until the investigation concludes according to applicable security policies of the interventional entities.

Discounts and Amount. Whenever transactions are processed within the payment periods stipulated by Acquiring Entities, the respective discount will be applied to the gross income that the transaction represents; therefore, net income will be disbursed to the Ally. Discounts are understood as the tariff, financial costs stipulated by the banking entity and by national law.

The Ally must pay W PAYMENTS the amount for the Services, that is, for Payment Management and the use of the Technological Solution or other services that W PAYMENTS may eventually provide.

W PAYMENTS's fee comprises a percentage value calculated on the total transaction amount and an amount applied to each transaction independently of the transaction amount. The fee is charged for each successful transaction.

The Ally irrevocably authorizes W PAYMENTS to effect this discount from the Income obtained by the Ally for each transaction executed.

W PAYMENTS will communicate the amount made and current to the Ally, who will be fully aware of the costs of the Services.

The applicable tariffs are those in effect when accepting these T&C or when new applicable tariffs are notified. W PAYMENTS must notify fifteen (15) days in advance of the effective date of any increments.

In case W PAYMENTS cannot make the fee discount or an advance (Págame Ya) made by the Ally at the transaction time, W PAYMENTS may discount from another transaction or pending Income. In any case, the Ally must always directly pay and rectify W PAYMENTS for the value that cannot be discounted.

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

Billing Plans. W PAYMENTS will make the relevant disbursement to the Ally in the deposit account designated for such purpose within a maximum of five (5) business days from the date of transaction approval by the Acquiring Entity. Discounts as stipulated in these T&C will be applied to the Disbursement.

W PAYMENTS reserves the right to modify the conditions applicable to the Billing Plan, in which case it must communicate previously 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 W PAYMENTS offers different billing plans, it can limit the choice of the Billing Plan according to its internal policies; likewise, it may assign at its discretion the applicable Billing Plan for a specific Ally.

Disbursements to the Ally's deposit account.

Account for Disbursements. The Ally must indicate a deposit account in at least one of the financial entities enabled by W PAYMENTS. The owner of the deposit account must be the individual or legal entity or the legal representative registered as the Ally, or under the free and voluntary designation registered for payment dispersion. In this deposit account, W PAYMENTS will disburse the net income generated in favor of the Ally. If the Ally needs to change the registered deposit account, a request must be made to W PAYMENTS through the available channels, subject to any verifications or additional support W PAYMENTS may require for the purpose.

Activation of Disbursements. The Ally must complete the linking process to request the Disbursement of net income to the deposit account indicated. Documents requested must be attached, and additional required information provided. W PAYMENTS reserves the right to continue the linking process, perform additional evaluations, or reject the applicant's linking.

Disbursement Conditions. Net income is disbursed to the deposit account indicated by the Ally according to the applicable Billing Plan.

Operational traceability and verification requirements. The Ally knows and accepts that all Disbursements and/or transfer requests from the W PAYMENTS Account to a deposit account in the country or abroad will be subject to the identification, validation, verification, and operational traceability procedures defined by W PAYMENTS and/or financial entities, acquirers, processors, or intervening third parties. Consequently, W PAYMENTS may require additional information, support, confirmations, and/or updates regarding the recipient account holder, their relationship with the Ally, the origin, nature, purpose, and destination of resources, and any other necessary data to comply with security policies, fraud prevention, regulatory compliance or requests from competent authorities. Failure to provide or inconsistency in this information may result in delays, retention, refusals, or inability to execute the Disbursement without responsibility on W PAYMENTS's part.

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

Disbursements do not operate automatically each time an Acquiring Entity carries out 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 when the Income is credited to W PAYMENTS.

The Ally releases W PAYMENTS from any liability concerning erroneous or unsuccessful Disbursements due to improper information supply by the Ally.

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

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

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

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

When the Ally has pending Income and has been inactive for over twelve (12) months since the last transaction, they irrevocably authorize W PAYMENTS to disburse to the last registered deposit account in the W PAYMENTS Account.

The Ally authorizes W PAYMENTS to retain Income for a maximum of one hundred twenty (120) calendar days when fraud alerts exist. Retained Income cannot be disbursed until the fraud alert validation process is completed and will not generate any rights to interest or income. W PAYMENTS may also retain the Ally's Income when fraud indications are not rectified, as notified and based on our security filters. Additionally, upon engaging in Prohibited or Illicit Activities or prohibited use of the Services. W PAYMENTS will inform the Ally of the pertinent instructions.

The Ally knows and accepts that payment method owners can present claims, fines, reprimands, and/or sanctions on production transactions performed by the Ally, and these disputes are procedures unrelated to W PAYMENTS and conducted by the Acquiring Entity. Such claims may originate from transaction misrecognitions due to fraud or other causes stipulated by the binding legislation between the Ally and the Acquiring Entity.

The Ally authorizes W PAYMENTS to apply Discounts to the Ally's Income in light of fines, sanctions, or any dispute caused by the Ally, according to what is established in these T&C and/or the Acquiring Entity's provisions.

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

W PAYMENTS will receive and duly address claims or clarifications from the Ally regarding inconsistencies arising from Disbursements within five (5) business days following the occurrence.

Tax Obligations. The Ally assumes the same tax status as W PAYMENTS concerning taxes the Ally must assume with governmental authorities. Similarly, the Ally must bear any costs or charges associated with transactions they carry out to access or use the Services. W PAYMENTS will apply legal discounts to the Ally when applicable, according to W PAYMENTS' tax status, and will deliver the respective certifications necessary to fulfill their tax obligations. The authorization granted by 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 arising in connection with Acquiring Entities.

SECTION 6. ALLY'S RESPONSIBILITIES

The Ally, without prejudice to the other obligations stipulated in these T&C, (i) Must handle the legal, accounting, and tax management of their operations; (ii) Refrain from storing, exchanging, supplying, or disclosing, by any means, information related to sensitive personal data, transactions, or any other deemed confidential, which they may learn in the conduct of their economic and professional activity, except at the express request of the Acquiring Entity, or by order of a competent authority; (iii) Retain transaction support documents processed through W PAYMENTS Services for two (2) months from each payment processing date, to respond to claims that may arise; (iv) Ensure that their quality policies are clearly aligned with contractual legal regulation; (v) Comply with current consumer protection regulations, and procedures defined by the Acquiring Entity and W PAYMENTS in compliance with said regulation, (vi) Protect their systems, networks, passwords, and/or others deemed necessary against unauthorized persons' access; (vii) Maintain commercially reasonable practices aimed at safeguarding and protecting the privacy of intervening commercial data; (viii) Comply with W PAYMENTS's requests to take reasonable and necessary actions to maintain the security and integrity of the Services; (ix) Execute updates to the latest software version, security updates, and necessary patches to suitably use W PAYMENTS Services.

SECTION 7. FRAUD PREVENTION

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

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

SECTION 8. PROHIBITED AND ILLEGAL ACTIVITIES

The Ally is responsible for using the Services according to the purposes set forth in these Terms and Conditions and applicable laws. The use of Services for prohibited or illegal activities is expressly prohibited. Services must be used on behalf of oneself or as a legal representative of a legal entity. Using Services on behalf of a third party is prohibited unless explicitly authorized by W PAYMENTS.

Using Services to engage in Prohibited or Illegal Activities is strictly prohibited.

If W PAYMENTS detects that the Ally is using Services to carry out Prohibited or Illegal Activities, it can immediately reject, cancel, and/or suspend the W PAYMENTS Account and Services without prior notification or any liability. This is without prejudice to relevant legal actions by W PAYMENTS against the Ally or third parties involved in Prohibited or Illegal Activities detected.

The Ally will indemnify and reimburse W PAYMENTS for any fines or penalties imposed by acquiring entities, government authorities, or W PAYMENTS if it is demonstrated that the Ally used Services to conduct Prohibited or Illegal Activities.

Illegal Activities. W PAYMENTS considers Illegal Activities all those stated by current law, as well as any activity intended towards an illegal object and/or cause.

Anti-Money Laundering and Terrorism Financing Prevention. W PAYMENTS is obliged to implement policies and procedures aimed at mitigating money laundering risks and terrorism financing. This is achieved by establishing policies applied to our customers that allow compliance with regulations and risk mitigation. By accepting these terms and conditions, the Ally commits to W PAYMENTS to implement measures to prevent operations from being used as instruments for hiding, managing, investing, or exploiting money or other assets from illegal activities or to give an appearance of legality to these activities. Likewise, the Ally states that they know of no investigations, accusations, penalties, or convictions by competent national or foreign authorities against them or acting on their behalf, or in case of legal entities, their legal representatives, administrators, directors, or indirectly acting on their behalf, or shareholders with a direct or indirect stake greater than 5% in capital or their subsidiaries, nor for administrators of their subsidiaries in any jurisdiction, for the following events:

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

For conduct subject to legal sanctions on administrative, disciplinary, fiscal or judicial grounds due to violations of any anti-corruption regulations.

Additionally, they state not to have been included in lists managed by any national or foreign authority for money laundering control, terrorism financing, and corruption, in any of its modalities. If supplied information contradicts the truth or during the commercial relationship W PAYMENTS evidences investigations, accusations, penalties, or convictions against the Ally or against any of the natural or legal persons mentioned in the previous paragraph, due to any equally related events, W PAYMENTS may consequently cancel the W PAYMENTS Account and Services, unilaterally terminating the existing commercial relationship without any compensation payment from W PAYMENTS.

Prohibited Activities. W PAYMENTS considers Prohibited Activities:

• Gold extraction and other precious metals

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

• Emerald, precious and semi-precious stone 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 Quarrying activities

• Wholesale trade of waste, scrap, and junk

• Currency exchange house activities

• Activities of professionals buying and selling foreign exchange

• Gambling and betting activities

• Retail trade of pharmaceutical and medicinal products

• Trade of any kind related to companion, wild and/or biological material animals.

SECTION 9. CANCELLATION, DEACTIVATION, AND SUSPENSION

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

Cancellation. The W PAYMENTS Account and Service usage can be canceled for:

Voluntary Cancellation: The Ally may request Voluntary Cancellation of their W PAYMENTS Account and Service access or usage. For Business Service, this request will be processed if the Ally has no pending Disbursements according to the Billing Plan, or if the Ally owes W PAYMENTS any money. In any case, if the Ally decides to use the Services again, they must request the reactivation of the W PAYMENTS Account through W PAYMENTS's available channels.

Definitive Cancellation: W PAYMENTS can apply Definitive Cancellation of the W PAYMENTS Account and Services at any time and for any reason; therefore, the Ally cannot themselves or through another person create a W PAYMENTS Account or use the services.

For these T&C purposes, Voluntary and Definitive Cancelation is understood as contract termination, followed by the effects described in these T&C.

Deactivation. W PAYMENTS may deactivate a W PAYMENTS Account and Services access or use when during a period equal to or exceeding twelve (12) consecutive months from the last recorded transaction, the Ally hasn't used the Services and has neither Disbursements nor pending chargebacks. For Business Service, the Ally can access their W PAYMENTS Account by entering their user and password, but must request the reactivation of the Services through W PAYMENTS's available channels.

Suspension. W PAYMENTS may suspend a W PAYMENTS Account and/or Services used when (i) High fraud levels are registered according to W PAYMENTS's policies; (ii) The Ally hasn't updated their information for more than 12 months since the last update; (iii) The Ally uses the Services for illicit activities. Suspension isn't considered contract termination; therefore, the Ally remains obligated to these T&C stipulations. W PAYMENTS Account Suspension disables Access Tools and Disbursement usage. When Suspension is applied, W PAYMENTS will begin an Ally investigation. Depending on the investigation results, W PAYMENTS may lift the suspension or apply Definitive Cancellation. The investigation will have a maximum term of 120 calendar days.

SECTION 10. LIABILITY LIMITATION

W PAYMENTS limits its responsibility to uninterrupted access and use in service provision. Service provision is subject to technical, technological, or other failures beyond W PAYMENTS's control. W PAYMENTS shall not be liable under any circumstances for indirect, punitive, incidental, moral, special, consequential, loss of profit, missed business opportunities, or reputation losses resulting from the use, inability to use the Services or Service unavailability. Nor will it be responsible for any damage related to hacking, manipulation, or unauthorized access or use of Services, W PAYMENTS Accounts, data, servers, infrastructure, errors in implementing anti-fraud measures, security checks, or other security measures, or illegal third-party actions. In any case, the Ally accepts that W PAYMENTS's contractual liability or any unmentioned limitations will be limited to direct, measurable, verifiable, and foreseeable material damages attributable to W PAYMENTS's actions or omissions up to mild fault, understood as having the diligence level required of a merchant in the ordinary course of business. Under no circumstances, will W PAYMENTS's aggregate responsibility exceed twenty percent (20%) of the fees paid by the Ally to W PAYMENTS in a twelve (12) month period immediately preceding the claim basis event. W PAYMENTS shall not be liable to acquiring entities or third parties, who cannot attribute any liability to W PAYMENTS for damages caused by the Ally. W PAYMENTS does not guarantee or endorse responsibility for any third-party offered product or service. The Ally is solely responsible for W PAYMENTS Account and Services management; hence, any damage or loss potentially caused by their controllers, agents, affiliates, subsidiaries, officials, employees, directors, representatives, and any person with access to Services as expressly authorized by the Ally must be exclusively compensated by the Ally.

SECTION 11. FUNDS IN TRANSIT; ABSENCE OF CUSTODY OR OWNERSHIP OVER RESOURCES

W PAYMENTS doesn't act as a bank, financial entity, remittance company, regulated payment service provider, nor as custodian, depository, or fund manager.

Any resource received by W PAYMENTS within the Services framework is exclusively for limited processing, reconciliation, and subsequent transmission facilitation according to the User or Ally's instructions through duly enabled and regulated third-party payment rails providers.

At no time does W PAYMENTS acquire ownership, property, economic benefit, real right, credit right, or discretionary control over processed funds. Such resources are not captured, deposited, invested, lent, grouped, administered, or used by W PAYMENTS for personal purposes.

Funds' temporary presence in accounts opened in W PAYMENTS's name has a strictly operational and transitory nature, solely occurring to allow technical execution of payment instructions within third-party infrastructure. Such presence does not constitute custody, collection, deposit, fiduciary assignment, trust relationship, resource administration, nor similar legal relationship.

Processing, settlement, clearing, conversion, compliance checks, risk monitoring, validations, reviews, retentions, blocks, transaction delays, or rejections are executed by and remain under the responsibility of the respective third-party payment rail providers, according to their own terms, internal policies, and applicable regulatory frameworks.

W PAYMENTS doesn't exercise discretionary control over fund approval, release, retention, or rejection beyond the technical and operational execution of received instructions, within limits imposed by third parties, notwithstanding operational and compliance powers expressly provided in these T&C.

W PAYMENTS shall not be liable for delays, interruptions, reversals, restrictions, or blocks arising from internal policies, compliance procedures, regulatory reviews, security validations, or inherent operations of third-party payment rail providers.

Under no circumstances will it be understood that between W PAYMENTS and the User or Ally there is a custody relationship, fiduciary assignment, deposit, charge, resource administration, fiduciary mandate, or any other relationship implying possession, control, or fiduciary funds management.

SECTION 12. SERVICE FEES AND CURRENCY CONVERSION

12.1 W PAYMENTS Fees. W PAYMENTS charges fees for payment processing services, technical facilitation, payment orchestration, and its technological solution usage, as informed and accepted by the User or Ally during the transaction or Service contracting.

12.2 Third-party Costs. Applicable fees may incorporate, reflect or be affected by costs associated with duly regulated third-party providers, including but not limited to payment rail providers, acquiring entities, liquidity providers, compensation and settlement mechanisms, compliance processes, and auxiliary services necessary for transaction execution.

12.3 Currency Conversion. W PAYMENTS doesn't independently offer currency exchange services, act as an exchange house, nor fixes, determines, or guarantees currency conversion rates.

Any currency conversion applicable to a transaction is performed solely by third-party providers, under their own terms, conditions, pricing policies, and regulatory frameworks.

12.4 Estimated nature of values. Where applicable, liquidation estimates, conversion results, or net amounts to be received may be reported to the User or Ally with referential or estimated character, potentially varying between authorization and effective settlement moments due to market fluctuations, processing times, compliance validations, or third-party policies.

12.5 No guarantee on rates or results. W PAYMENTS doesn't guarantee obtaining a specific, preferential, or more favorable exchange rate, nor assumes responsibility for currency differences, market variations, spreads, adjustments, or third-party conversion costs.

12.6 Non-transferability of benefits, economic conditions, and internal concepts. The User or Ally knows and accepts that costs, tariffs, commissions, fees, benefits, incentives, discounts, economic conditions, calculation references, visualizations, estimates, exchange balances, and any other operation-associated concept within the W PAYMENTS Account are exclusively applicable within the Platform and, hence, are non-transferable, non-assignable, non-negotiable, nor transferrable to third parties. In no case do these concepts constitute an autonomous right, transferable asset, negotiable value, third-party credit right, nor an enforceable obligation beyond operational Service execution per these T&C.

SECTION 13. INTELLECTUAL PROPERTY

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

Under these T&C, W PAYMENTS is granted a limited, non-exclusive, revocable, and non-transferable license to electronically access and use (the software part of the Services, as authorized in these T&C) W PAYMENTS Intellectual Property and its licensors, solely as described in these T&C. W PAYMENTS and its licensors may make software updates for Services, which will need to be installed to continue using the Services. Software updates may require additional terms, which will be notified to the Ally in advance.

W PAYMENTS and its licensors are not selling to the Ally, nor does the latter have the right to sublicense W PAYMENTS Intellectual Property and its licensors.

In these T&C, the term Intellectual Property means all patent rights, copyrights, moral rights, publicity rights, trademark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or arise in the future and all their applications, registrations, renewals, and extensions under any state, country, territory, or other jurisdiction laws.

SECTION 14. AUTHORIZATION FOR PERSONAL DATA MANAGEMENT

The Ally knows and accepts W PAYMENTS's Personal Data Processing 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 whomever represents its rights in Colombia and/or abroad, to comply with the law, financial operation functioning, product and/or service offering and management, among others, for the development of activities covered by its corporate purpose, my personal data to be requested, stored, consulted, verified, transmitted, shared, processed, modified, updated, clarified, withdrawn, disclosed, conserved, or subject to any type of treatment operation pursuant to the provisions of Law 1266 of 2008, Law 1581 of 2012, and other regulations related to personal data protection.

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

Aside from considering the previously mentioned purposes, also consider the following for W PAYMENTS to: (a) validate and verify my identity for product and service offering and management; (b) offer and provide its products or services through any medium or channel for my benefit; (c) supply commercial, legal, product, security, service or any other type of information; (d) conduct commercial analysis and investigations, data analytics, statistics, risk, market, and financial analyses, and aggregate information construction that can be shared with its clients and third parties.

I declare that: i) I have been informed about my right to know, update, and rectify my Personal Data and understand the optional nature of my responses to questions concerning sensitive data; ii) This information is accurate, can be used for the update process, and is verifiable at any time. I also commit to updating or confirming annually or whenever needed. Likewise, I am obligated to inform about any change related to contact data, tax residence, commercial address, and activity within 20 days following the change date; iii) For the update, I only fill in information that has changed in the last year; therefore, undisclosed information remains valid.

For more information, please contact: info@wpayments.co

Revocations: Without prejudice to authorizations granted to W PAYMENTS for personal data processing, I declare knowing the right to revoke the following authorizations, under the terms provided by law: (i) text message sending for commercial offers; ii) email sending for commercial offers; (iii) telemarketing offers for products I do not possess in W PAYMENTS; and (iv) sharing information with third party allies for them to offer their products through W PAYMENTS enabled channels.

SECTION 15. OTHER PROVISIONS

Currency Obligations: It is the Ally's responsibility to comply, at their own risk, with all legal currency obligations applicable to their use of Services. The Ally is responsible for knowledge of currency rules concerning 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 indemnity. W PAYMENTS will publish these changes on wpayments.co's web portal or through other reasonable means. Occasionally, W PAYMENTS might send a notification to your email or place an announcement through its platform, email, or other reasonable means. For existing active Allies, modifications will take effect ten (10) calendar days following the publication date. If after ten (10) days the Ally has not requested Voluntary Cancellation of their W PAYMENTS Account, it is understood they have accepted the new modifications to these T&C. For new allies, modified T&C apply upon acceptance at W PAYMENTS Account creation. The Ally should periodically check the W PAYMENTS web portal for modifications to these T&C. The Ally can find out when these T&C were last modified by consulting the “Last updated” date at the top of these T&C. Previous versions will be available on the W PAYMENTS web portal.

Dispute Resolution: Colombian law will apply to the interpretation, execution, termination, money collection, and any aspect of these T&C. Consequently, any dispute or difference between the parties due to the execution, interpretation, or compliance with these T&C that cannot be resolved directly by the parties, will be submitted to competent judicial authorities in Medellin.

The Ally will indemnify and defend at their cost W PAYMENTS and its employees, representatives, agents, directors, shareholders, contractors or subcontractors, providers, or service providers against (i) any intentional or negligent action or omission by the Ally or their employees, representatives, shareholders, contractors or subcontractors, providers or service providers; (ii) violation of any contractual or legal provision strictly related to these T&C that obliges the Ally, such as regulatory, banking, fiscal obligations, and any labor obligation concerning their employees or service providers, whether for wages, benefits, or by indemnities; (iii) any claim, trial, or judgment initiated by a third party (including Colombian or foreign governmental authorities of any level) against W PAYMENTS that could affect their respective assets based on or derived from any concepts enumerated herein, (iv) illegal or inappropriate use of Services, (v) violation of any third-party rights, including but not limited to, privacy, publicity, or intellectual property rights, (vi) frauds resulting from identity theft of cardholders or payment media holders, or (vi) any non-compliance by the Ally with duties derived from these T&C, the Consumer Statute, or applicable laws to acquiring entities.

If a third-party claim is instituted against W PAYMENTS, W PAYMENTS will notify the claim and supply copies of all relevant documentation to the Ally. This notice and documentation will be supplied as soon as possible. W PAYMENTS may cooperate with the Ally and its lawyers by providing information for the investigation and defense of such claim and any appeal.

These T&C, the Privacy Policy, the Import publications, and any other document accepted by the Ally for Service provision constitute the existing single and total document between W PAYMENTS and the Ally to regulate legal relationships arising from the Services subject hereto and, therefore, invalidate any verbal or written proposal previously made on the same Services and shall render merit for execution to demand compliance with all obligations and duties contained in this document. In case of contradiction or incompatibility between this contract's terms and other documents, these T&C stipulations shall prevail, given they reflect the complete, unique, and full acceptance of terms regarding Services provided, celebrated in utmost good faith. If any provision or part of these T&C is deemed invalid or unenforceable, it shall be reformed and interpreted to fulfill the objectives of such provision to the highest extent possible; however, all remaining provisions shall continue in full force and effect.

Assignment. The Ally cannot assign these T&C or any right, license granted hereunder or assign W PAYMENTS Account operation to third parties without W PAYMENTS's prior consent. Any assignment attempt shall be deemed invalid and unauthorized by W PAYMENTS. If the Ally wishes to assign their contractual position in these T&C, they should 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 no restrictions, for which it will previously notify the Ally.

This contractual relationship is indefinite. Termination shall occur when (i) the Ally requests Voluntary Cancellation, (ii) W PAYMENTS applies Definitive Cancellation, or (iii) Service provision ceases. In any case, Liability Limitation, Disbursements, Disputes, and Other Provisions clauses will survive contractual termination and remain in effect.

SECTION 16. SPECIAL, EXCEPTIONAL, AND CONDITIONATED SERVICES

The services described in this section have a special, exceptional, and conditioned nature, hence they are not part of the ordinary core of Services offered by W PAYMENTS nor are they available permanently, automatically or unrestrictedly for all Allies.

The ability, use, continuity, operational conditions, amounts, deadlines, modalities, and availability of these services are subject at all times to W PAYMENTS's internal policies, risk criteria, operational validations, technical availability, and compliance requirements.

W PAYMENTS reserves the right to enable, modify, suspend, limit, or discontinue these services, temporarily or permanently, without creating acquired rights, expectation of continuity, or future availability obligation in favor of the Ally.

16.1 DIGITAL ASSET LIQUIDATION SERVICE

16.1.1 Service Nature. The Digital Asset Liquidation Service is a strictly operational and technical mechanism allowing the Ally to receive liquidation of income generated in platforms or digital ecosystems using internal valuation units, credits, or equivalent mechanisms through stable-value digital assets.

This service doesn't constitute, nor can it be interpreted as, a financial intermediary activity, cryptoasset buy-sell, digital asset custody, investment advice, currency exchange activity, nor financial service provision of any kind.

16.1.2 W PAYMENTS Role. W PAYMENTS acts exclusively as technological facilitator and operational orchestrator of the liquidation process without assuming at any time custody, administration, control, holding or disposition of digital assets.

In particular, W PAYMENTS:

• Doesn't administer or control digital wallets,

• Doesn't store private keys,

• Doesn't maintain unilateral control over digital assets,

• Doesn't guarantee values, stability, liquidity, nor economic results.

16.1.3 Enabled digital assets. The service is limited exclusively to using stable-value digital assets like USDC, USDT, or those expressly authorized by W PAYMENTS in the future, always ensuring adequate levels of adoption, traceability, and operational viability.

16.1.4 Operation irreversibility. Once the Ally issues the liquidation order through digital assets and it is confirmed, the operation will be final and irreversible, considering this transaction type's technical nature.

16.1.5 Execution timeframes and validations. W PAYMENTS will have a timeframe of up to three (3) business days from receiving the request to execute the liquidation, during which information verification, income validation, security checks, fraud prevention, and compliance audits can be performed.

16.1.6 Risks assumed by the Ally. The Ally acknowledges and accepts the inherent risks in using digital assets, including but not limited to value variations, technological risks, errors in provided information, operational failures by third parties, and irreversibility impossibility. The Ally is exclusively responsible for any loss or economic impact arising from using this service.

16.1.7 Liability exoneration. W PAYMENTS shall not be responsible, directly or indirectly, for economic losses, patrimonial damages, transmission errors, third-party failures, unforeseen risks, nor for asset recovery impossibility once the operation is executed.

16.1.8 Compliance and fund origin. The Ally ensures that income subject to liquidation originates from lawful activities and complies with applicable regulations. W PAYMENTS may refuse, suspend, or not execute any operation when risk alerts, regulatory breaches, or competent authorities' requirements exist.

16.2 PAY ME NOW

16.2.1 Service Nature. Pay Me Now is an exceptional operational tool designed to allow the Ally to advance the liquidation of pending balances derived from enabled service provision, facilitating anticipated access to working capital.

This service doesn't constitute, nor can it be interpreted as a financial service, credit line, financial intermediary activity, public resource collection, currency exchange, trading, forex, currency market, nor investment mechanism.

16.2.2 Condition and enablement. Pay Me Now service enablement will be discretionary, conditioned, and subject to W PAYMENTS's internal validations. Not all Allies will have access to the service, nor will it be permanently available.

16.2.3 Reception schedules. Pay Me Now service requests will be received Monday to Friday, from 8:00 a.m. to 1:00 p.m. (Colombian time). For this service, business days are those in both Colombia and the United States of America.

16.2.4 Service modalities. The Ally may access, upon enablement, the following modalities:

• Standard Pay Me Now. Requests made within the established schedule can be executed within up to one (1) business day timeframe.

• Requests made outside the established schedule can be executed within an up to two (2) business day timeframe.

Liquidation will proceed per the TRM in effect at execution time.

Priority Pay Me Now. Requests made within the established schedule may be executed the same business day, subject to operational validations.

Requests made outside the established schedule can be executed within up to one (1) business day timeframe.

Liquidation will proceed per the TRM in effect at execution time.

W PAYMENTS doesn't guarantee exchange rates, final values, nor specific economic results.

16.2.5 Cancellations and modifications. Once Pay Me Now's operational execution starts, the request cannot be canceled. Any bank information modification shall be subject to validation and may incur a five-dollar (USD $5) administrative cost, automatically debited from the next liquidation.

16.2.6 Errors imputable to the Ally. Ally-attributable errors in processing, personal or bank information, or production correlation and balance advance will incur a five-dollar (USD $5) operational penalty, automatically debited from the subsequent liquidation upon notification and with corresponding support.

16.2.7 Advance discount. The amount advanced via Pay Me Now will be automatically deducted from the next regular liquidation generated in favor of the Ally. Should the deduction in said period not be possible, W PAYMENTS may carry it out in the immediately following cycle without needing additional authorization.

16.2.8 Validations and controls. W PAYMENTS reserves the right to validate, defer, not execute, reject, or suspend any Pay Me Now request when security alerts, operational inconsistencies, regulatory requirements, fraud prevention policies, money laundering, terrorism financing, or T&C violations are identified.

VALIDITY This Terms and Conditions Policy was approved on January 30, 2026, and starts taking effect from the same date.