TERMS AND CONDITIONS OF USE FOR AGGREGATOR SUB-MERCHANTS

This agreement of wills aims to disclose the terms and conditions under which the platforms offered by PAYMENTS WAY SOLUTIONS S.A.S. must be used. Therefore, it is important that you carefully and thoroughly review the following text regarding the usage policy compiled in this document. Once you accept these terms, you will be able to start making and receiving online payments through the technological platform.

By accepting these terms and conditions, the SUB-MERCHANT, whether a natural or legal person, will be entering into a legal agreement that binds them to PAYMENTS WAY SOLUTIONS S.A.S.

1.   OBJECT

This agreement is intended to regulate the terms and conditions governing the operation of the service platforms offered by PAYMENTS WAY SOLUTIONS to its users.

Once the terms and conditions are accepted, PAYMENTS WAY SOLUTIONS will enable an account to use the platform(s). In this way, USERS and the SUB-MERCHANT will be able to access transactional payment and collection tools through PAYMENTS WAY SOLUTIONS and its various developments and implementations aligned with the current state of the art. This will allow the SUB-MERCHANT to collect payments for products or services acquired through a sales agreement between the SUB-MERCHANT and the USER, or for donations when applicable. The withdrawal of the balances resulting from these financial transactions will be carried out as agreed between the PARTIES.

2.      PARTIES

The following shall be considered the contractual parties or PARTIES to this agreement of wills:

2.1. PAYMENTS WAY SOLUTIONS S.A.S. (AGGREGATOR): For the purposes of this agreement, PAYMENTS WAY                       hereinafter referred to as PAYMENTS WAY or simply PWS, shall be considered the aggregator. PWS is a duly incorporated company registered with the Bogotá Chamber of Commerce, identified with Tax ID (NIT) 901.156.998-3, and headquartered in the city of Bogotá.

2.2 SUB-MERCHANT: For the purposes of this agreement, the principal shall be any natural or legal person registered as a “SUB-MERCHANT” on the platforms provided by PAYMENTS WAY.

2.3. USER(CARDHOLDER/PAYER/DONOR/CLIENT): In general, any natural or legal person who acquires the services or products offered by the SUB-MERCHANT, or who makes donations through the PAYMENTS WAY technological platform in order to make payments.

3.     GENERAL PROVISIONS

3.1. AGGREGATOR MODEL: Under this modality, PAYMENTS WAY will act as a payment facilitator and/or intermediary through its operational technological platform for the transfer of funds between the SUB-MERCHANT and the USERS via credit cards, debit cards, PSE, or cash payments through the various agreements active at the time of payment. In this model, the SUB-MERCHANT does not require any financial agreement, except for a bank account to receive the funds. The money resulting from the payment made by the USER will first be deposited into a PAYMENTS WAY bank account, where it will remain until the disbursement date agreed upon with the SUB-MERCHANT.

     The SUB-MERCHANT must understand that while the funds remain in PAYMENTS WAY’s accounts, they will not be used for any operations that generate financial returns. PWS is not a financial entity supervised by the Financial Superintendency of Colombia, and under no circumstances does the aggregator model allow for the handling of third-party funds in a manner that would constitute such treatment.

3.2. GATEWAY MODEL: In this model, PAYMENTS WAY does not act as an intermediary but rather as a payment processor. Therefore, the funds transferred by the USER will be deposited directly into the SUB-MERCHANT’s account. To enable this service, the SUB-MERCHANT must take into account that the following documents and requirements must be fulfilled:

3.2.1. Credit card transaction processing:

a. Unique Code for Card-Not-Present Sales –GATEWAY

b. Must enable the card networks directly with the bank where the account and the Unique GATEWAY Code are held.

c. Must submit the bank account certificate associated with the Unique GATEWAY Code

3.2.2. Transaction processing through PSE:

a. The SUB-MERCHANT must be registered on the ACH portal.

b. The SUB-MERCHANT must submit the service code.

c. The SUB-MERCHANT must submit the entity code.

d. The SUB-MERCHANT must designate PAYMENTS WAY as its payment gateway on ACH.

3.3. GENERAL PROVISIONS REGARDING THE MODELS: With respect to the business models, the SUB-MERCHANT must understand that the following conditions may arise:

3.3.2. The SUB-MERCHANT may enable both the AGGREGATOR and GATEWAY models simultaneously.

3.3.3. If the SUB-MERCHANT requests the activation of the GATEWAY model without meeting all the requirements, transactions may still be processed, but they will be handled under the terms and costs of the AGGREGATOR model until all the required conditions for the GATEWAY model are fulfilled.

The SUB-MERCHANT understands and accepts that the activation of services under both the AGGREGATOR and GATEWAY models requires approval from financial institutions, and therefore, the implementation of the service may take up to forty-five (45) days.

3.4. SERVICE AVAILABILITY: The services offered will be those available at the time payments are made on the technological platform, or those that may be permanently implemented in the future. This does not prevent PAYMENTS WAY from temporarily suspending the use of the platform due to software maintenance and updates—a situation that will be diligently communicated to the SUB-MERCHANT, except in cases of force majeure or unforeseen events that prevent such communication.

       PAYMENTS WAY is not responsible for the availability or potential failures of banking entities, authorization centers, and/or other entities involved in the platform or electronic payment model. Likewise, it will not be held liable for the occurrence of any unforeseen event categorized as force majeure or fortuitous event, or in general, any unforeseeable or irresistible act that may affect the normal provision of its services.

3.5. SUB-MERCHANT WEBSITE: The website hosting for the SUB-MERCHANT’s online site may be provided by any natural or legal person offering such service, and acceptance of these terms and conditions shall serve as evidence of this. Regardless of the web hosting service provider used by the SUB-MERCHANT, all transactions and data messages originating from the SUB-MERCHANT’s web hosting will be attributed by PAYMENTS WAY and may not be repudiated by the SUB-MERCHANT, including messages that request changes to the destination accounts for sales collections made through the PAYMENTS WAY system. It is the SUB-MERCHANT’s responsibility to monitor and control the movements resulting from these types of sales. PAYMENTS WAY is not a party to the contracts entered into between the web hosting provider and the SUB-MERCHANT, nor is it responsible for any obligations arising from such contracts.

       If the SUB-MERCHANT does not have an electronic SUB-MERCHANT ecosystem, PAYMENTS WAY may provide technological tools to process payments, allowing real-time traceability of the purchase to be displayed.

       To use the technological platform, it is necessary for the website or virtual store to have the SSL certificate (https://) installed, configured, secured, and verified.

       The SUB-MERCHANT shall provide the URL or URLs where its SUB-MERCHANT websites are hosted; these will be the         only ones authorized to use the transactional tools. In the event that there is no match between the registered URL and the SUB-MERCHANT's website, PAYMENTS WAY shall be entitled to block the account.

4.        SERVICES

4.2. PAYMENTS WAY is an electronic payment facilitator company that may be authorized to provide the following services to its SUB-MERCHANTS:

4.2.2. Access to the PAYMENTS WAY service platform for processing electronic payments resulting from the sale of goods and services (MERCHANT).

4.2.3. Access to the PAYMENTS WAY service platform for processing electronic payments resulting from donations (MERCHANT).

4.2.4. Provision of fixed terminals for processing payments from the sale of goods and services.

4.2.5. Provision of fixed terminals for processing donations.

4.2.6. Collection of funds on behalf of the SUB-MERCHANT for the sale of products, goods, or donations.

4.2.7. Assistance in creating websites through PAYMENTS WAY’s available development tools.

4.2.8. Money withdrawal services through authorized channels.

4.2.9. Fund disbursement to SUB-MERCHANTS as compensation for the funds collected in the accounts enabled during the registration process.

4.2.10.Direct payment processing to SUB-MERCHANT accounts for the sale of products, goods, or donations. 

4.3. The SUB-MERCHANT must acknowledge that PAYMENTS WAY has no involvement in the following actions:

4.3.2. PAYMENTS WAY has no involvement whatsoever in the sales transaction conducted between the SUB-MERCHANT and the USER.

4.3.3. PAYMENTS WAY has no involvement whatsoever in the donations made by the USER to the SUB-MERCHANT.

4.3.4. PAYMENTS WAY is not responsible for the tax obligations of the SUB-MERCHANT.

4.3.5. PAYMENTS WAY is not responsible for the suitability, quality, quantity, distribution, or any other characteristics of the products or services offered by the SUB-MERCHANT to the general public.

4.3.6. Although PAYMENTS WAY’s transactional system includes an anti-fraud module, the SUB-MERCHANT must understand that the measures implemented by the gateway do not guarantee the authenticity or legality of the transactions processed through the system. In this regard, the risk of fraud is assumed by the SUB-MERCHANT in accordance with the applicable policies.

4.4. The SUB-MERCHANT must understand that the services provided by PAYMENTS WAY are not comparable to the following:

4.4.2. PAYMENTS WAY does not engage in the collection of funds in bank accounts, as the relationship established with the SUB-MERCHANT is a mandate that authorizes the gateway to collect and manage the disbursement of funds.

4.4.3. PAYMENTS WAY does not provide stock market services, foreign remittance services, or financial services in general.

4.4.5. PAYMENTS WAY does not generate returns on the funds collected under the mandate. In this regard, the SUB-MERCHANT understands that the amounts are not guaranteed by any governmental authority. 

5.     REGISTRATION

The services of PAYMENTS WAY must be used on one's own behalf or in representation and on behalf of third parties in the case of legal entities duly incorporated in Colombia. Any concession to third parties is prohibited unless expressly authorized in writing by PAYMENTS WAY.

Any natural person may register with PAYMENTS WAY, provided they are not legally impeded from entering into civil obligations in accordance with TITLE II of the Colombian Civil Code (ON ACTS AND DECLARATIONS OF WILL), or any legal entity that is duly registered with the local CHAMBER OF COMMERCE or holds an equivalent document and has a Tax Identification Number (NIT) issued by the DIAN.

5.1. Any person (SUB-MERCHANT) wishing to implement electronic collection solutions through PAYMENTS WAY must register on the platform by completing the registration forms and submitting the required documentation according to the selected           registration modality and as specified.

5.2. The SUB-MERCHANT must complete a pre-registration process by submitting basic information. This process will only enable access to the PAYMENTS WAY platform in a test environment and should not be understood by the SUB-MERCHANT as authorization to process payments through the platform.

5.3. To complete the registration process, the SUB-MERCHANT must submit additional required information. Once all data has been uploaded to the system, PAYMENTS WAY will review the information and respond to the SUB-MERCHANT within FIVE (5) business days.

5.4. The SUB-MERCHANT understands that, in certain cases, the registration review process may involve specific requirements that lead the PAYMENTS WAY team to conduct an extended review. As a result, additional information may be requested, and even an on-site visit to the SUB-MERCHANT may be required. In this regard, the timeframe for communicating the decision may take up to EIGHT (08) business days. This is a necessary requirement for the approval of any Non-Profit Entity (ESAL).

5.5. PAYMENTS WAY may, at its sole discretion, refrain from enabling the SUB-MERCHANT’s account in the production environment, including the right to withhold the reasoning behind its decision.

5.6. PAYMENTS WAY will validate the information provided and may even cross-check it against public and private databases. The SUB-MERCHANT authorizes PAYMENTS WAY to use these means.

5.7. All information provided by SUB-MERCHANTS during the registration process is presumed to be truthful and shall be considered a sworn statement.

Notwithstanding the above, PAYMENTS WAY reserves the right to cancel, reject, or suspend, either temporarily or permanently, any SUB-MERCHANT if inconsistencies in the information are detected or if suspicious actions are identified that go against PAYMENTS WAY's policies, without any obligation to inform the SUB-MERCHANT of the reasons.

6.        USE OF THE PLATFORM AND DELIVERY OF CREDENTIALS

6.1.  USERS AND PASSWORDS: PAYMENTS WAY will enable a test account using the primary email address provided by the SUB-MERCHANT during pre-registration. The activation key will be the primary mobile phone number. Once the SUB-MERCHANT completes the registration process and is activated by PAYMENTS WAY, they may change their activation credentials. It is the SUB-MERCHANT’s responsibility to manage, safeguard, and protect the login credentials for their MERCHANT account. Therefore, any use of the platform or transaction made under the SUB-MERCHANT’s account is presumed to be valid and authorized. As such, PAYMENTS WAY shall be exempt from any liability for transactions carried out through the SUB-MERCHANT’s MERCHANT account.

6.2. PASSWORD RESET: Only the SUB-MERCHANT or its legal representative is authorized to request a password reset via the “reset password” option. Please note that the reset process will only send credentials to the email address used during registration. It is therefore recommended that, if you intend to change your password or update the registration details, you first update the information and then proceed to change the password.

6.3. FUND RECONCILIATION: The SUB-MERCHANT and PAYMENTS WAY agree that fund reconciliation for payments received from USERS for products and services through web platforms associated with PAYMENTS WAY will be carried out every Friday. If Friday falls on a holiday or non-business day, the reconciliation will take place on the next business day.

6.4. FUND MANAGEMENT: PAYMENTS WAY commits to using USER funds strictly according to the USER’s instructions. PAYMENTS WAY is not responsible for tax or foreign exchange obligations arising from the legal transaction between the SUB-MERCHANT and the USER.

6.5. USE OF FUNDS: PAYMENTS WAY is not a financial institution or money-handling entity. Therefore, balances deposited into PAYMENTS WAY’s temporary account will not generate interest in favor of the SUB-MERCHANT. These funds will be available to the SUB-MERCHANT once reflected in the account and in accordance with PAYMENTS WAY’s policies and conditions.

6.6. FUND DISBURSEMENT: PAYMENTS WAY will transfer collected funds to the indicated and/or associated account on the dates agreed upon with the SUB-MERCHANT. If the SUB-MERCHANT requests a fund withdrawal outside of the established dates, they understand that such a transaction may incur an additional fee, which they agree to cover. Transfers will not be made unless the SUB-MERCHANT has at least TWO HUNDRED FIFTY THOUSAND PESOS (COP $250,000)00available in the account enabled by PAYMENTS WAY.

6.7. TRANSACTION AUTHENTICITY AND FRAUD: The platform is understood to be an information system for collecting and confirming data. The transaction owner is the USER. PAYMENTS WAY is not a provider of payment methods and, therefore, assumes no responsibility for the authenticity of transactions processed through the platform or for any fraud that may occur.

       PAYMENTS WAY may enable a fraud prevention module in the transactional platform, configured according to each SUB-MERCHANT’s profile. This tool is simply a support mechanism to prevent fraud and to limit transactions that meet risk criteria. However, the SUB-MERCHANT understands that this module does not prevent all possible fraudulent acts and agrees to monitor all transactions conducted through its account. PAYMENTS WAY shall not be held liable for fraud committed using the SUB-MERCHANT’s account.

6.8. FUND RETENTION: Without prejudice to the foregoing, PAYMENTS WAY will make its best efforts to mitigate transaction fraud through its verification and validation process. Therefore, all transactions processed through the payment platform may be subject to verification and up to 100% preventive fund retention, based on the following business activities:

6.8.1. If the SUB-MERCHANT operates in any of the following sectors, funds may be retained for up to two hundred forty (240) days:

• • • • • • • • • • • • 5511 Hotels
                      • 5512 Apart-hotels
                      • 5513 Vacation centers
                      • 5514 Rural lodging
                      • 5519 Other types of visitor accommodations
                      • 5520 Campsites and RV parks
                      • 5530 Hourly accommodation services
                      • 5590 Other lodging services n.e.c 6511 General insurance
                      • 6512 Life insurance
                      • 6513 Reinsurance
                      • 6515 Health insurance
                      • 6521 Social health insurance services
                      • 6522 Occupational risk insurance services
                      • 6523 Family-related social insurance services
                      • 6621 Insurance agents and brokers
                      • 7911 Travel agency activities
                      • 7912 Tour operator activities
                      • 7990 Other reservation services and related activities
                      • 8230 Convention and trade show organization
                      • 9329 Other recreational and entertainment activities n.e.c. (excluding gambling, nightclubs, etc.)
                      • 5330 Ordering, purchasing, distribution, and delivery services through contact platforms or apps using courier networks
                      • 9006 Theatrical activities
                      • 9007 Live musical performances
                      • 9008 Other live performances n.e.c.
                      • 9312 Sports club activities
                      • 9319 Other sports activities

6.8.2. SUB-MERCHANTS that do not engage in the above-mentioned economic activities may be subject to fund retention for up to one hundred twenty (120) days.

In any case, when a transaction is flagged as potentially fraudulent, the SUB-MERCHANT will be notified via the MERCHANT platform or the email registered by the SUB-MERCHANT. The notification will inform about the fund retention and request supporting documentation deemed necessary by PAYMENTS WAY to conduct an investigation.

7.    RESPONSIBILITIES OF THE PARTIES

Responsibilities of the SUB-MERCHANT include, but are not limited to, the following:

7.1.  The SUB-MERCHANT is responsible for the proper use of PAYMENTS WAY’s electronic payment platform and other products, solely for their intended purposes and in compliance with applicable laws.

7.2. The SUB-MERCHANT acknowledges that remote contracting and conducting business online carries a risk of identity fraud, and therefore it is not possible to guarantee the authenticity of transactions. As such, unauthorized purchases of products or services by USERS (CARDHOLDERS) may occur.

7.3. MISUSE OF THE PLATFORM: The SUB-MERCHANT agrees to indemnify PAYMENTS WAY against any legal action, civil or commercial lawsuit, administrative or criminal investigation, or any claim resulting from misuse or fraudulent use of the payment platform attributable to the SUB-MERCHANT, unjustified breach of this agreement, or any other action causing damages or losses.

7.4. USER CLAIMS: The SUB-MERCHANT is solely responsible for addressing all claims by USERS regarding the quality, quantity, and delivery of goods and services sold. Consequently, both the USER and the SUB-MERCHANT release PAYMENTS WAY from any liability in this regard, without prejudice to PAYMENTS WAY’s right to request that the SUB-MERCHANT address USER complaints SUBCOMERCIO para que atienda las reclamaciones presentadas por los USUARIOS.

7.5. If a USER submits a complaint to PAYMENTS WAY instead of the SUB-MERCHANT, PAYMENTS WAY will notify the SUB-MERCHANT, who must respond within 2 business days. Failure to respond may result in the suspension of the account until a response is provided. Both the USER and the SUB-MERCHANT understand that PAYMENTS WAY has no involvement in complaints related to the contractual or donation relationship between them.

7.6. If a USER files a chargeback or reversal request, PAYMENTS WAY will inform the SUB-MERCHANT upon receiving notice from the BANK. If the BANK contacts the SUB-MERCHANT directly, the latter must notify PAYMENTS WAY. The SUB-MERCHANT must respond in accordance with the BANK’s requirements. The SUB-MERCHANT acknowledges that PAYMENTS WAY does not determine the time limits for chargebacks and, therefore, cannot refuse to comply due to time lapsed.

7.7. The SUB-MERCHANT agrees to provide accurate and timely information to USERS on its website or virtual store, including clear categorization of the products or services offered through PAYMENTS WAY’s payment platform.

7.8. The SUB-MERCHANT acknowledges, accepts, and assumes the risk of identity fraud inherent in remote contracting. PAYMENTS WAY is not responsible for enforcing or guaranteeing compliance with obligations between the SUB-MERCHANT and the USER regarding payments processed through the platform. The relationship with PAYMENTS WAY is limited to the aggregator model, which manages the payment and collection process, and does not extend to the contract between the SUB-MERCHANT and the USER. Therefore, both parties release PAYMENTS WAY from any liability related to the transaction.

7.9. OBLIGATION TO UPDATE INFORMATION: The SUB-MERCHANT must keep their information up to date while the account remains active and linked to PAYMENTS WAY. Updated information must be validated in accordance with PAYMENTS WAY SOLUTIONS S.A.S. registration policies by contacting an advisor.

7.10. REFUND LIABILITY: The SUB-MERCHANT understands that chargebacks or reversals are claims by USERS to their issuing bank disputing purchases made with their card. It is the SUB-MERCHANT’s responsibility to refund the USER when a reversal is required. If the SUB-MERCHANT has already withdrawn the funds and the issuing bank debits PAYMENTS WAY’s account, the SUB-MERCHANT must reimburse PAYMENTS WAY within the timeframe specified. Interest at the highest legal rate may be applied in the event of late payment.

7.11.SUB-MERCHANTS and USERS conducting payments through the platform must understand the different transaction statuses. Upon USER payment, the system will automatically send a transaction notification by email. PAYMENTS WAY may use alternative methods if force majeure or unforeseen events prevent normal notification. USERS and SUB-MERCHANTS are solely responsible for verifying transaction statuses. PAYMENTS WAY is not a collection agency; it only facilitates transactions. Thus, it is not responsible for delivering products or services that the SUB-MERCHANT provides without verifying payment. PAYMENTS WAY is released from any collection-related proceedings the SUB-MERCHANT may initiate.

Responsibilities of PAYMENTS WAY

7.12.PAYMENTS WAY commits to providing its services diligently and competently to ensure transaction security and success, without prejudice to delays, identity fraud, or force majeure events affecting the platform’s operation.

7.13.PAYMENTS WAY does not guarantee continuous platform availability, although it will take necessary measures to keep it operational.

7.14.PAYMENTS WAY does not guarantee the functionality of any tool or technological service provided or integrated by the SUB-MERCHANT to mitigate risks. The SUB-MERCHANT holds PAYMENTS WAY harmless for any risk or damage experienced by the SUB-MERCHANT or USERS.

7.15.PAYMENTS WAY will make every effort to meet the agreed fund disbursement timelines but does not guarantee timely transfers to bank accounts.

Responsibilities of the USER:

7.16.The USER agrees that all transactions and transferred content via PAYMENTS WAY SOLUTIONS S.A.S. must not originate from illegal, illicit, or prohibited activities. The USER must compensate PAYMENTS WAY for any harm arising from legal or administrative proceedings in which PAYMENTS WAY is involved due to the transfer of funds from such activities.

8.     DECLARATIONS BY THE SUB-MERCHANT

Without prejudice to the obligations previously mentioned, the SUB-MERCHANT makes the following declarations:

8.16.The SUB-MERCHANT is the entity identified in the registration form and attests to the truthfulness of the information provided therein. The SUB-MERCHANT is also responsible for keeping this information up to date.

8.17.When the SUB-MERCHANT is a legal entity, it declares that the person completing the registration process is fully authorized to perform such actions and enter into binding obligations.

8.18.The SUB-MERCHANT is a person fully capable of entering into binding legal obligations.

8.19.The origin of the SUB-MERCHANT’s funds and the use of the funds collected through the payment gateway do not originate from or are not intended for the commission of any conduct prohibited under Colombian law. Likewise, they are not linked to money laundering, terrorist financing, or the financing of the proliferation of weapons of mass destruction (ML/TF/FPWMD).

8.20.The SUB-MERCHANT’s relationship with PAYMENTS WAY does not generate any incompatibility or conflict of interest with the SUB-MERCHANT’s own statutes and internal policies.

9.     FEES AND CHARGES

The applicable fees will always be those published on the official PAYMENTS WAY website.

9.16.Fees may be modified at any time with prior notice to the SUB-MERCHANT. Such changes will be deemed accepted if the SUB-MERCHANT continues to carry out transactions after the notification.

9.17.PAYMENTS WAY may unilaterally increase its fees at any time to remain competitive in the markets where it operates, in the following cases:

9.17.1.  When there are changes in service provider conditions.

9.18.2. When macroeconomic changes justify it.

9.18.3. When changes in tax regulations warrant it.

9.18.Fee changes will be notified by PAYMENTS WAY at least thirty (30) days in advance, via email sent to the SUB-MERCHANT. This notice period will not apply when the fee modification is mutually agreed upon by the parties.

9.19.The SUB-MERCHANT may terminate the contractual relationship if they do not agree with the fee increases notified by PAYMENTS WAY.

9.20.If the SUB-MERCHANT has questions about the fee amounts, frequency, or how they are applied, they must notify PAYMENTS WAY so that the matter can be clarified.

9.21.The SUB-MERCHANT shall assume the payment of any taxes or duties arising from its transactions, as these are considered payment mandates. PAYMENTS WAY SOLUTIONS S.A.S. will issue all relevant withholding and tax payment certificates in favor of the SUB-MERCHANT for accounting purposes.

9.22.If the SUB-MERCHANT is exempt from certain taxes (e.g., withholding tax, ICA, VAT, financial transaction tax - 4x1000) due to their tax status, they must inform PAYMENTS WAY by sending an email to administrativo@paymentsway.co with at least the following documentation:

a. Updated RUT (less than one month old)

b. Certificate of existence and legal representation (Chamber of Commerce), no older than one month

c. If under the Simple or Special Tax Regime, a letter signed by the Legal Representative and/or Accountant stating their tax regime and the applicable regulations that exempt them from withholding tax, along with the resolution (if available).

If the SUB-MERCHANT fails to notify PAYMENTS WAY properly and incorrect deductions are made, PAYMENTS WAY will attempt to recover the funds from the aggregators, but it is not obligated to refund the money if the aggregators refuse to reimburse the amounts.

9.23.If a SUB-MERCHANT undergoes a change in tax status that exempts them from a particular tax, they must send a request and updated RUT to administrativo@paymentsway.co, If no such request is submitted, the tax status will be understood to be that reflected in the RUT provided at the time of registration.

9.9  At any time, including during registration, the SUB-MERCHANT may contact a sales advisor to request a fee review based on transaction volume. Submission of such a request does not imply acceptance by PAYMENTS WAY, which will conduct a commercial evaluation. The acceptance or denial of the request will be communicated to the SUB-MERCHANT in writing.

10. TRANSFERS OF FUNDS TO BANK ACCOUNTS

Once the SUB-MERCHANT is authorized to perform transactions, an account will be enabled where they can view the details of their operations. The SUB-MERCHANT is solely responsible for accessing and supervising activity on their account.

10.1. PAYMENTS WAY SOLUTIONS S.A.S. will disburse the collected amounts every business Friday. If that day is a holiday, the disbursement will be made on the next business day. Within three (3) calendar days after receiving the transaction report from PAYMENTS WAY SOLUTIONS S.A.S., the SUB-MERCHANT must report any inconsistencies along with valid documentation supporting the claim. In such cases, PAYMENTS WAY SOLUTIONS S.A.S. will review the evidence and make the necessary adjustments within five (5) business days, if applicable.

10.2.The SUB-MERCHANT must have at least FIVE HUNDRED THOUSAND PESOS (COP $500,00000) available in their MERCHANT account for funds to be disbursed. If requesting a disbursement for a lower amount, the SUB-MERCHANT must send a request to operaciones@paymentsway.co. Funds will then be disbursed within twenty-four (24) to seventy-two (72) hours of the request.

10.3.If no inconsistency is reported within the stipulated period, the fund disbursement will be deemed correct and in accordance with the applicable deductions for the SUB-MERCHANT.

10.4.10.4. The SUB-MERCHANT accepts that each transfer has a cost of SEVEN THOUSAND PESOS (COP $7,000.00) M/CTE plus VAT, unless otherwise stated.

10.5.The SUB-MERCHANT accepts that PAYMENTS WAY may flag certain transfer requests as potential fraud, either partially or entirely, if the transaction presents a risk to the SUB-MERCHANT or the payment gateway. In such cases, the SUB-MERCHANT agrees that PAYMENTS WAY may withhold the funds, either partially or fully, and request supporting documentation for the transactions. The amounts may be disbursed or returned to the cardholder depending on the outcome of the document review. Such withholding may be carried out in accordance with the provisions under the section titled "Platform Use and Credential Delivery."

10.6.Disbursements will only be enabled to the accounts indicated by the SUB-MERCHANT at the time of registration or to those accounts subsequently reported to the aggregator due to a modification. Unless otherwise stated, no disbursements will be made to third-party accounts.

10.7.PAYMENTS WAY is not responsible for any incorrect banking information provided by the SUB-MERCHANT, and in this regard, the SUB-MERCHANT shall bear the costs resulting from such errors.

10.8.When a SUB-MERCHANT decides to terminate the contractual relationship, the remaining funds will be disbursed in accordance with section 10.1 of this document.

11.         PROHIBITED ACTIVITIES

The following activities are prohibited from receiving funds through the gateway, without limiting those imposed by the aggregators:

• • • • • • • Processing, payment, or management of any funds or equivalents in crypto-assets, cryptocurrencies, or any other form of digital or virtual currency.
            • Any activity related to gambling, betting, online games, or similar.
            • Any activity related to the financing, processing, or payment to political campaigns of Parties or Significant Citizen Movements.
            • Any activity related to pornographic content, drug use, or sexual exploitation of minors.
            • Sexual tourism or human trafficking activities.
            • Any transaction originating from or intended for the purchase and sale of cannabis products.
            • Mining, animal trafficking, use of non-renewable natural resources.
            • Wholesale trade of waste, scrap, and junk.
            • Collection of operations from sports clubs.
            • Money lenders not authorized by the Financial Superintendence of Colombia.
            • Offshore companies.
            • Shell Banks.
            • Chat websites with adult video chats or erotic chats.
            • Motels
            • Manufacturing and sale of weapons and ammunition, except for state-owned companies dedicated to such purpose.
            • Fuel service stations.
            • Gold and precious metal extraction.
            • Extraction of emeralds, precious and semi-precious stones.
            • Wholesale trade of waste, scrap, and junk.
            • Non-profit foundations and associations, except educational, university, hospital foundations, co-ownerships, condominiums, residential complexes, and parent-teacher associations.
            • Religious communities.
            • Any activity expressly prohibited by the Colombian Criminal Code.
            • Any activity determined by the aggregators.

11.1. The SUB-MERCHANT is solely responsible for verifying their economic activity and whether it complies with applicable legislation, as well as ensuring they have the necessary permits to carry it out.

11.2. The SUB-MERCHANT shall refrain from registering or using the PAYMENTS WAY platform if they identify any similarity with the activities listed above or if their activity focuses on marketing products similar to those listed.

11.3. If any change to the list involves an activity carried out by the SUB-MERCHANT, they shall inform PAYMENTS WAY to conduct a review and determine whether they may continue receiving payments through the gateway.

11.4. It is not the obligation of PAYMENTS WAY to monitor the legality of the products and services forming the basis of the SUB-MERCHANT’s business model, nor to supervise advertising on social media or their website; this is a duty of care and information that rests with the SUB-MERCHANT.

11.5. PAYMENTS WAY may, at any time, block the services of all or some payment methods and fund disbursement to SUB-MERCHANTS in whole or in part when it suspects that the SUB-MERCHANT is involved in a prohibited activity. The gateway will request supporting documentation to investigate and will inform the merchant of the duration of the action and the decision taken.

11.6. PAYMENTS WAY may terminate the contractual relationship without compensation if, as a result of the investigation, it finds a legal, reputational, AML/CFT, or any other type of risk that affects the gateway.

11.7. The SUB-MERCHANT understands that, due to risk considerations, there may be national and international jurisdictions where no operations of any kind may be conducted. PAYMENTS WAY may reject or reverse any transaction originating from such locations.

12.    DATA PROCESSING

In accordance with the PAYMENTS WAY Privacy Policy, Statutory Law 1581 of 2012, and all regulatory decrees of the Republic of Colombia concerning the protection of personal data, the SUB-MERCHANT voluntarily, previously, expressly, informedly, and unequivocally authorizes PAYMENTS WAY to process and manage the personal and/or business data of which the SUB-MERCHANT is the owner. These may, but are not limited to, be collected, stored, used, processed, cleaned, analyzed, cross-referenced, circulated, updated, shared with third parties, and provided with information on the fulfillment or breach of legal and contractual obligations either directly or through public entities exercising oversight and control functions, for purposes related to its corporate purpose and especially for legal, contractual, and marketing purposes, all in accordance with the PAYMENTS WAY Privacy Policy, which the SUB-MERCHANT declares to have read and accepted.

12.1. In addition to what is stated in the PAYMENTS WAY Privacy Policy and in the paragraph above, the SUB-MERCHANT authorizes PAYMENTS WAY to use their data to process payments, validate transactions to prevent fraud or operational risks, send promotions to the SUB-MERCHANT, and deliver advertising materials.

12.2. The SUB-MERCHANT agrees to publish the PAYMENTS WAY Privacy Policy on the payment form provided to their customers so that it may be accepted by third parties and thus enable proper data processing for the necessary information to complete the transaction. 

13.        CARDHOLDER/PAYER/DONOR TERMS AND CONDITIONS

Regardless of how a SUB-MERCHANT connects to the PAYMENTS WAY services, they must make available on their website a space to publish their own terms and conditions for payers, including at least the following information regarding the payment gateway.

13.1. That the payer uses the payment system at their own account and risk.

13.2. That the payment processor does not guarantee the absence of fraud involving cardholder data.

13.3. That the payment processor is not responsible for the suitability, quality, quantity, distribution, or any other characteristics of the products or services offered by the SUB-MERCHANT.

13.4. That the payment processor does not guarantee the availability or timing of service functionality.

13.5. That PAYMENTS WAY is not responsible for additional charges or taxes arising from the relationship between the SUB-MERCHANT and the PAYER.

13.6. That PAYMENTS WAY is not responsible for any noncompliance with data processing obligations by the SUB-MERCHANT.

13.7. That the PAYER authorizes the payment processor to process personal data to prevent identity theft, send general information, and even marketing materials.

A SUB-MERCHANT that fails to incorporate the provisions above will assume all liability for personal data processing claims at their own risk, holding PAYMENTS WAY harmless from any claims from payers. In any case, the SUB-MERCHANT must:

13.8. Allow the payment facilitator to verify the terms and conditions containing the above statements.

13.9. Respond to any claims made by their PAYERS regarding data processing.

14.       RECURRING DEBITS

Recurring debits are an option that allows activation of the PAYMENTS WAY transactional platform in order to enable automatic and recurring debits at a given frequency to PAYERS or CARDHOLDERS who consent to the service, for the purpose of paying for products and/or services or simply making donations.

14.1. It is the obligation of the SUB-MERCHANT to obtain prior authorization by any means they deem appropriate for the execution of the automatic debit. This authorization may be requested by PAYMENTS WAY at any time during the contractual relationship.

14.2.The SUB-MERCHANT must clearly and comprehensibly inform the USER that they are enrolling in a recurring debit, including all relevant details (duration, amount, debit dates, etc.).

14.3.The SUB-MERCHANT shall pay PAYMENTS WAY the service fees for recurring debits.

14.4.PAYMENTS WAY is not responsible for the quantity or quality of products offered through recurring debits. Likewise, PAYMENTS WAY is not responsible for issuing donation certificates when transactions arise from this type of agreement.

14.5. The SUB-MERCHANT shall notify PAYMENTS WAY of the USER’s cancellation of the recurrence, indicating all necessary data (cardholder’s name, ID number, date of last debit, cardholder’s email) in order to stop debiting the registered account. This communication shall be sent to operaciones@paymentsway.co. The SUB-MERCHANT understands that cancellation of the debit may take up to five (5) business days, and therefore, any debit made during this period must be assumed by the SUB-MERCHANT.

14.6. The SUB-MERCHANT shall refund the USER any debit resulting from late or incorrect communication to PAYMENTS WAY regarding the cancellation of the automatic debit service.

14.7. PAYMENTS WAY shall honor chargebacks and reversals filed with the bank. The SUB-MERCHANT understands that PAYMENTS WAY is not responsible for any funds lost due to such requests and agrees to return the amount to PAYMENTS WAY. The gateway is authorized to deduct these amounts from future disbursements.

15.       TOKENIZATION AND FUTURE CHARGES

Tokenization and future charges is an option that allows activation of the PAYMENTS WAY transactional platform to store and process credit card transactions after a service has been provided. In this regard, the CARDHOLDER agrees that:

15.1. The SUB-MERCHANT with whom the transaction is being conducted may have this option enabled, allowing them to store the card and CARDHOLDER information for the purpose of tokenization and future charges.

15.2. The SUB-MERCHANT shall determine how long the CARDHOLDER's information is stored, but must always store it under proper standards.

15.3. The SUB-MERCHANT is solely responsible for the charges, quality, and quantity of the products and services processed under this feature. Any claims must be addressed directly by the CARDHOLDER to the SUB-MERCHANT through their authorized communication channels.

15.4. The SUB-MERCHANT shall inform the CARDHOLDER of the registration of the payment method via tokenization and the charges that result from its use.

15.5. The SUB-MERCHANT shall hold PAYMENTS WAY harmless from any type of claim arising from tokenization and future charges.

16.        GENERAL PROVISIONS ON CHARGEBACKS, REVERSALS, AND REFUNDS

For the purposes of this section, both the SUB-MERCHANT and the USER understand that:

16.1. A CHARGEBACK is a debit applied by the BANK to PAYMENTS WAY when the CARDHOLDER files a transaction cancellation request with the bank, citing fraud, unrecognized transactions, dissatisfaction with the product, among other reasons. PAYMENTS WAY is thus authorized to deduct the corresponding amount once the BANK processes the chargeback.

16.2.In accordance with Article 51 of Law 1481 of 2011 (Consumer Statute) and Decree 587 of 2016, the USER may request a REVERSAL from the issuing bank for a payment made via credit card or PSE within five (5) business days from the payment date, or when the USER was unaware of the transaction, in cases of fraud, unauthorized transactions, exercised right of withdrawal, non-delivery of the item, or when the product quality does not match what was described by the SUB-MERCHANT, including duplicate charges.

16.3.A REFUND is the return of money to the CARDHOLDER when PAYMENTS WAY requests transaction documentation marked as irregular and/or fraudulent, and the SUB-MERCHANT fails to provide it within eight (08) days after the gateway's notification.

16.4.When PAYMENTS WAY requests that a SUB-MERCHANT classify a transaction under the aforementioned standards, the SUB-MERCHANT must provide appropriate documentation to support the transaction before the bank.

16.5.The SUB-MERCHANT understands that CHARGEBACKS and REVERSALS are initiated by the USER through the bank. PAYMENTS WAY has no influence over them and acts only as a facilitator in the communication and defense process.

16.6.The SUB-MERCHANT accepts that PAYMENTS WAY may debit these amounts from the balances reflected in their transactional console. The SUB-MERCHANT also authorizes the deduction of any costs incurred by PAYMENTS WAY for reconciliations, penalties, litigation, court costs, or legal fees in defending the SUB-MERCHANT or the gateway itself.

16.7.To mitigate any monetary loss to PAYMENTS WAY due to CHARGEBACKS, REVERSALS, or REFUNDS, the SUB-MERCHANT authorizes the gateway to withhold, at its discretion, an amount per transaction ranging between five percent (5%) and fifteen percent (15%).

16.8.PAYMENTS WAY may increase the retention from fifteen percent (15%) to twenty percent (20%) if the SUB-MERCHANT:

16.8.1. Exceeds monthly transactional volume of twenty thousand dollars (USD $20,000).

16.8.2. Exceeds a fraud rate of one percent (1%) monthly, regardless of total transaction volume.

16.8.3. Is deemed, based on PAYMENTS WAY’s market experience, to pose a high fraud or illicit activity risk.

16.9. PAYMENTS WAY shall release retained funds up to sixty (60) days after the transaction date.

16.10.PAYMENTS WAY shall apply a charge of TWENTY THOUSAND PESOS ($20,000.00 COP M/CTE for each chargeback deduction, which shall be debited from the SUB-MERCHANT’s available funds in the MERCHANT console.

16.11.If funds in the console are insufficient to cover CHARGEBACKS, REVERSALS, or REFUNDS, PAYMENTS WAY is authorized to deduct from the reserve fund. If that is also insufficient, it may deduct from future sales.

16.12.If reserve funds do not cover CHARGEBACKS, REVERSALS, or REFUNDS, PAYMENTS WAY shall issue a collection notice to the SUB-MERCHANT for reimbursement. If no payment is received within eight (08) days, PAYMENTS WAY may terminate the contract, enforce applicable guarantees, report the SUB-MERCHANT to financial information operators, and initiate judicial or extrajudicial actions.

16.13.Retentions applied to the reserve fund are not considered deductions. They must be understood as withholdings, and may only be considered deductions when used to cover CHARGEBACKS, REVERSALS, or REFUNDS. 

17.    GUARANTEE

The gateway may, at any time, request that the SUB-MERCHANT provide a guarantee acceptable to PAYMENTS WAY, under the same circumstances established for the increase of the Reserve Fund.

18.       TERMINO DE DURACIÓN

This agreement has an indefinite duration; in any case, either party may terminate the relationship with written notice no less than thirty (30) days prior to the termination date.

18.1. For the SUBMERCHANT to send a notice of termination and for it to be accepted, there must be no pending CHARGEBACKS or REVERSALS. The submission of a CHARGEBACK or REVERSAL between the notice and the effective date of termination shall suspend the notice period.

19.       GROUNDS FOR TERMINATION

19.1. The SUBMERCHANT may terminate this agreement on the following grounds:

19.1.1.  Persistent breach of the agreement by PAYMENTS WAY.

19.1.2. Disagreement with fee increases.

19.1.3. Disagreement with the modification of terms and conditions, duly notified.

19.2. PAYMENTS WAY may terminate this agreement without any claims from the SUBMERCHANT in the following events:

19.2.1.  If the SUBMERCHANT provides false or misleading information during registration.

19.2.2. If the SUBMERCHANT breaches the accepted declarations.

19.2.3. If the SUBMERCHANT fails or refuses to establish the reserve fund or guarantees referred to in this agreement.

19.2.4. If the SUBMERCHANT is reluctant to implement security measures and ensure optimal operation of the payment console.

19.2.5. If the SUBMERCHANT engages in hacking or violates the PAYMENTS WAY platform.

19.2.6. If PAYMENTS WAY determines, according to its policies, that the SUBMERCHANT presents a legal, AML/CFT, reputational, operational, or any other type of risk.

19.3.  If the SUBMERCHANT has funds in its transaction console at the time of contract termination, PAYMENTS WAY will retain these funds as a reserve for up to one hundred twenty (120) days from the last transaction. However, the SUBMERCHANT agrees that if a USER files a claim during this period, the funds may be withheld until the dispute is resolved.

19.4.  The SUBMERCHANT understands that the reserve fund amounts will not generate returns in favor of PAYMENTS WAY or the SUBMERCHANT.

20.    INACTIVE ACCOUNTS

20.1.  20.1. If the SUBMERCHANT activates the PAYMENTS WAY transaction console but does not conduct any transactions other than tests within one hundred eighty (180) calendar days, it shall be understood as the SUBMERCHANT’s intention not to use the services, and the transaction console will be deactivated, with the contract deemed rescinded.

20.2. Transcurrido ciento veinte (120) días de inactividad del SUBCOMERCIO en la consola transaccional, PAYMENTS WAY remitirá comunicación a            fin de corroborar si desea seguir haciendo uso de los servicios, si el comercio no da respuesta dentro de los siguientes treinta (30) días, su                  cuenta será inactivada y el contrato se entenderá desistido.

20.3. After one hundred twenty (120) days of inactivity, PAYMENTS WAY will send a communication to confirm whether the SUBMERCHANT wishes to continue using the services. If there is no response within the next thirty (30) days, the account will be deactivated and the contract deemed rescinded.

20.4. If a SUBMERCHANT’s account is deactivated, to use the services again, the SUBMERCHANT must complete the registration process again, which may be rejected based on PAYMENTS WAY's acceptance conditions.

21.      LIMITATIONS OF LIABILITY

21.1.  PAYMENTS WAY shall not be liable for any type of fault related to loss of business opportunity, consequential damages, lost profits, reputational loss, moral damages, or any other kind of damage to the SUBMERCHANT.

21.2. PAYMENTS WAY shall not be responsible for material damages to goods offered by the SUBMERCHANT or for defective service provision, if applicable.

22.      PRIVACY PROTECTION

22.1.  By signing these Terms and Conditions, the parties agree to maintain absolute confidentiality over any information exchanged that is marked as confidential, including technical, financial, business processes, or know-how related information. The parties shall use the information solely for the purposes it was entrusted or for the execution of this contract, unless the receiving party is compelled by a competent authority to disclose it, in which case it shall be disclosed only to the extent required.

22.2. PAYMENTS WAY shall not be responsible for the use of information exchanged between SUBMERCHANTS and USERS; each party understands the seriousness of handling information for unauthorized purposes and acknowledges that misuse of acquired information not only violates this contract but may also constitute civil or criminal offenses under Colombian law.

23.      ACCEPTANCE OF TERMS AND CONDITIONS

23.1.   PAYMENTS WAY undertakes to treat the legitimately collected information from the SUB-MERCHANT and USERS responsibly, in accordance with its Privacy Policy, Law 1581 of 2012, or any other regulation that supplements, adds to, or modifies it. When such information comes from a third party, that third party will be solely responsible for the handling of such information.

23.2.  AUTHORIZATION TO CONSULT INFORMATION WITH CREDIT BUREAUS: The SUB-MERCHANT authorizes PAYMENTS WAY, for control, supervision, and commercial information purposes, to consult and/or report to the financial information bureaus the origin, modification, or termination of direct and indirect obligations contracted previously or that may be contracted in favor of PAYMENTS WAY, especially everything related to debts, outstanding and unpaid obligations, and payment habits. This authorization includes all present, past, and future information regarding the management, status, and fulfillment of obligations to PAYMENTS WAY SOLUTIONS S.A.S. and authorizes PAYMENTS WAY SOLUTIONS S.A.S. to report, process, disclose, and consult the financial information bureaus or any entity responsible for managing commercial, personal, economic data, or information on commercial relationships with third parties. Additionally, they accept that the reported data be processed to achieve the purpose of the bureau and may be disclosed for commercial purposes, and the SUB-MERCHANT accepts that the records remain for the terms provided in the regulations of the respective information bureaus. The SUB-MERCHANT undertakes with PAYMENTS WAY to report in writing and in a timely manner any change in data, figures, and any information, as well as to provide all supporting documents required, and to have it updated at least annually in accordance with legal rules and the regulations and opinions issued by the Financial Superintendence of Colombia.

23.3. AUTHORIZATION TO CONSULT AML LISTS AND COMPLEMENTARY LISTS: The SUB-MERCHANT authorizes PAYMENTS WAY to carry out searches in binding, restrictive, and complementary AML/CFT databases, with the data provided by the SUB-MERCHANT (which includes: partners, allies, employees, and any person who could be related to the SUB-MERCHANT), in order to mitigate AML/CFT crimes risk as provided in the PAYMENTS WAY SAGRILAFT Prevention Manual.

24.      INTELLECTUAL PROPERTY RIGHTS

24.1.  All software systems and contents considered works in accordance with Law 23 of 1982, as well as the design of the PAYMENTS WAY website, its developments, and the mobile application are the intellectual property of PAYMENTS WAY. Without prejudice to the legal actions that PAYMENTS WAY may bring against any person who attempts a partial or total copy of the website https://paymentsway.co, any technological development designated with the acronym “BY PAYMENTS WAY,” as well as the PAYMENTS WAY mobile application or the platform through which operations are carried out.

24.2The SUB-MERCHANT shall grant PAYMENTS WAY irrevocable authorization to use and publish its trademarks, names or logos, domains, and other designations owned by the SUB-MERCHANT for third parties during the term of this contract, in order to make known that it is a merchant that uses PAYMENTS WAY’s technological tools.

24.3. PAYMENTS WAY will allow the SUB-MERCHANT, on a non-transferable and exclusive basis, to download and use the PAYMENTS WAY software or services platform in order to integrate it into its website and use it for its purposes of paying and collecting through the platform.     

24.4. Both the AGGREGATOR and the SUB-MERCHANT will keep confidential the information supplied between them, including but not limited to technical, financial, processes, methods, etc.

25.      INDEMNITY

The SUBCOMMERCE shall hold PAYMENTS WAY harmless against any loss suffered due to:

25.1.  When the SUBCOMMERCE incurs in violations of the representations, statements, or obligations informed and signed with PAYMENTS WAY.

25.2. Fraud resulting from transactions through its payment module.

25.3. Loss of information of its PAYERS.

25.4. Extracontractual liability that PAYMENTS WAY may incur due to the actions or omissions of the SUBCOMMERCE.

PAYMENTS WAY shall hold the SUBCOMMERCE harmless for losses suffered due to third-party claims when the gateway, through action or omission, generates verified circumstances of losses according to the service provision.

26.     ASSIGNMENT

26.1. The SUBCOMMERCE shall refrain from assigning, in whole or in part, this agreement.

26.2. When a SUBCOMMERCE changes its operation to a different company from the one registered, or a company from the same group but with a different name or identification number, it must go through the entire registration process, under penalty of rejection.

26.3. PAYMENTS WAY may assign this agreement without prior authorization from the SUBCOMMERCE.

27.      CHANGE FROM AGGREGATOR SERVICE TO GATEWAY.

When a SUBCOMMERCE intends to shift its services from the aggregator model to the Gateway model, it must follow the procedure below:

27.1.  Expedite the issuance of the Unique Code (CU) with the banking entity.

27.2. Once the CU is issued to the SUBCOMMERCE, it must be sent to PAYMENTS WAY along with the request to change the model.

27.3. PAYMENTS WAY will process the request for terminals and credentials to make the business operate under the Gateway model. This process may take an estimated eight (08) business days.

27.4. Once PAYMENTS WAY informs the SUBCOMMERCE about the enabling of terminals and credentials under CU Gateway, the SUBCOMMERCE must register with ACH for activation, a process that may take an estimated forty-five (45) business days, over which PAYMENTS WAY has no control. 

27.5. Once the SUBCOMMERCE is activated by ACH, it must send PAYMENTS WAY the SERVICE CODE and ENTITY CODE to continue the necessary steps for service provision.

In addition to the above process, the SUBCOMMERCE understands that:

27.6.  PAYMENTS WAY will charge the fees under the Gateway model published on the website https://paymentsway.co/2

27.7.  The banking entity will charge an additional fee for the service.

27.8.  The SUBCOMMERCE will bear any withholding taxes or duties applicable.

27.9.  PAYMENTS WAY will not transfer the aggregator model to Gateway until the SUBCOMMERCE fully complies with the details outlined in this section.

27.10. 27.10. During the interim period between the transition from aggregator model to Gateway, PAYMENTS WAY will continue charging according to the rates set in the original model.

28.    FORCE MAJEURE OR FORTUITOUS EVENT

The parties are exempt from responsibility for the failure to comply with any of their obligations or for delays in fulfilling any of the services assigned to them, as long as these are due to force majeure or a fortuitous event. If the situation of force majeure or fortuitous event persists for more than thirty (30) days without the parties reaching an agreement on the measures to be taken, either party may terminate the contract governed by these general conditions. The deadlines stipulated in the contract will be automatically extended for an equal period for as long as the force majeure or fortuitous event lasts.

29.     GENERAL ASPECTS

This Agreement constitutes the total agreement between the Parties regarding the subject matter and replaces all previous agreements, if any. There are no verbal or written agreements, understandings, or statements between the Parties differing from those stipulated here. In case any provision of this Agreement is declared invalid or null, the remaining provisions will continue to be binding on the Parties. Mere tolerance by one of the parties regarding the failure to fulfill the obligations of the other party shall not be interpreted as a tacit modification of the terms of this Agreement nor as a waiver of the tolerating party to enforce the fulfillment of the non-compliant obligations.

30.     CONFIDENTIALITY

30.1.  Both PAYMENTS WAY and the SUBCOMMERCE shall maintain absolute confidentiality regarding the information provided between them that is marked as confidential, as well as information that by its nature should be understood as confidential, such as financial information, technical data, business processes, codes, programs, and other proprietary information of each of the Parties.

30.2. The provision of information between the Parties does not transfer any ownership of such information.

 30.3. The Parties agree not to use the information provided for any purpose other than the execution of the contract.

30.3. When one of the Parties must inform a competent authority of confidential information, it will inform the other party about the need to transmit the information.

31.    NOTIFICATIONS

31.1. For all notification purposes, PAYMENTS WAY will notify the SUBCOMMERCE at the email address provided during registration. Similarly, PAYMENTS WAY will only accept communications from the SUBCOMMERCE when they come from this email address.

31.2. The SUBCOMMERCE will notify PAYMENTS WAY at the email addresses referenced in sections 9.7, 9.8, and 14.5.

31.3. Any notification made in the proper form will be presumed to have been made on the next day after sending.

32.    MODIFICATIONS TO THE AGREEMENT

Modifications to this Agreement will be made according to the following guidelines:

32.1.  PAYMENTS WAY will modify this document by notifying the SUBCOMMERCE of the changes via the email registered during registration.

32.2. The SUBCOMMERCE will have a period of thirty (30) calendar days to accept or reject the modification of the text. After this period, it will be understood as accepted.

32.3 If the SUBCOMMERCE decides to reject the modifications, it must notify PAYMENTS WAY via email at juridica@paymentsway.co within the time established in the previous paragraph. This act will terminate the relationship and will not lead to any indemnity.

32.4. Silence regarding the notification of the modification will be understood as acceptance of the changes.

32.5. The SUBCOMMERCE will frequently check the registered email to be notified of any changes, including checking spam or unwanted email folders to ensure it does not miss any notifications.

33.     ENTIRE UNDERSTANDING

The invalidity or inapplicability of one or more clauses of this document will not affect the validity and application of the others. 

34.        ANNEXES

The following policies and guidelines are part of this contract and, therefore, must be strictly adhered to:

1.     NON-PROFIT ENTITY REGISTRATION POLICY

When the entity undergoing the registration process is a non-profit organization (ESAL), it understands that it must undergo a series of verifications that may extend the approval process beyond that for a SUBCOMMERCE that does not meet this condition. In this sense, the ESAL understands that:

1.1. The ESAL must, in accordance with PAYMENTS WAY’s internal policies, request a visit for review by the compliance department. PAYMENTS WAY staff will be able to request information regarding the ESAL’s need for payment services and may ask for additional supporting documents beyond those already registered during the registration process.

1.2. The visit process depends on the time in which the ESAL reserves the space through the means provided by PAYMENTS WAY, and the approval or rejection times are subject to the visit’s completion and the submission of any additional documentation.

1.3. The approval term for an ESAL will begin once the visit is completed.

1.4. If the ESAL has specific fiscal conditions that exempt it from paying taxes, it must inform PAYMENTS WAY according to section 9 of the PAYMENTS WAY terms and conditions.

1.5. The ESAL understands that activation on the platform to receive funds must occur once the banking entity issues the unique code (CU) based on the ESAL's identity.

1.6. Despite needing the CU, the ESAL can allow payment collection under the gateway’s CU during the time it takes to issue its own CU, with prior authorization from PAYMENTS WAY. In this regard, the ESAL understands and accepts:

1.6.1. The ESAL understands that if it conducts transactions under PAYMENTS WAY's CU, it will be subject to RETEICA, RETEFUENTE, or other charges that cannot be refunded to the ESAL's account, even if it is exempt from these.

1.6.2. These charges will cease once the ESAL has its own CU, and this information is replicated in the transaction console.

1.6.3. If the ESAL agrees with the terms stated in the previous paragraphs, it must clearly and expressly send an email to juridica@paymentsway.co stating its desire to continue receiving transactional charges even though it understands that until it obtains its own CU, deductions will be made that cannot be requested back.

1.6.4. The ESAL will hold PAYMENTS WAY harmless for any charges resulting from transactions conducted under the aggregator’s unique code.

2.    COMPLIANCE WITH ANTI-MONEY LAUNDERING AND TERRORISM FINANCING REGULATIONS BY THE SUBCOMMERCE

In this document, the SUBCOMMERCE affirms that it complies with the general and specific regulations on Anti-Money Laundering, Terrorism Financing, and Financing of the Proliferation of Weapons of Mass Destruction, as applicable and according to its industry. Furthermore, it accepts:

2.1.  That it has at least basic mechanisms to prevent the commission of any crime in which the SUBCOMMERCE acts as an instrument for its execution.

2.2. That it will indemnify and hold PAYMENTS WAY harmless from any fines, damages, or losses suffered by the gateway due to non-compliance by the SUBCOMMERCE or the USER with the Anti-Money Laundering and Terrorism Financing regulations that are brought to its attention by the gateway.

2.3. That PAYMENTS WAY may cross-check any information it holds in its databases regarding the SUBCOMMERCE or the USER with public international and local lists of individuals investigated for Money Laundering, Terrorism Financing, and Financing the Proliferation of Weapons of Mass Destruction. If the investigation yields positive results, the necessary decisions will be made based on current regulations and PAYMENTS WAY’s SAGRILAFT prevention manual. All provisions and the obligations and rights derived from them related to Money Laundering, Terrorism Financing, and Financing the Proliferation of Weapons of Mass Destruction are substantial and will survive the termination of this contract.

2.4. That PAYMENTS WAY reserves the right to inform the SUBCOMMERCE of the type of finding and may terminate the contract upon simple notification of the termination of the contractual relationship based on a legal finding that prevents it from continuing the relationship.

2.5. The SUBCOMMERCE understands that a reference to a finding refers to the matching of a SUBCOMMERCE in binding lists (which leads to rejection or termination of the contract), restrictive lists (which leads to rejection or termination when the match is significant enough that the contractual relationship represents a risk to PAYMENTS WAY), or complementary lists (which leads to rejection or termination when the match is significant enough that the contractual relationship represents a risk to PAYMENTS WAY, according to the tools used by the gateway to conduct the SUBCOMMERCE’s evaluation). 

 

3.     ORIGIN AND DESTINATION OF FUNDS: THE SUBCOMMERCE AND THE USER

The SUBCOMMERCE and the USER declare under oath:

3.1.  That their income comes from lawful activities and is not intended to finance illicit activities, that they do not have a negative record in lists of anti-money laundering or terrorism financing, whether national or international, nor are they involved in either of the two categories of money laundering (conversion or movement), and therefore, they agree to be liable to the other party and third parties for any damages caused as a result of the falsity of this statement.

3.2. That their good name and reputation are key elements in the execution of the Agreement, which is why they agree that a sufficient reason to terminate it, without any indemnification to the non-breaching party, will be the inclusion of either party, its legal representatives, shareholders, partners, or directors in an investigation, report, police record, or judicial list by national or foreign authorities, on suspicion of involvement in money laundering, drug trafficking, human trafficking, pimping, child pornography, embezzlement, bribery, kidnapping, extortion, corruption, trafficking in influence, smuggling, affiliation with illegal armed organizations, or criminal organizations of any kind, trafficking in weapons, terrorism, crimes against humanity, or crimes against sexual liberty, integrity, and education, etc.

       For this purpose, they commit to complying with the legal requirements and obligations that apply to them, especially those relating to the prevention of money laundering and terrorism financing risks, including providing truthful and verifiable information and updating their institutional, commercial, and financial information when requested by PAYMENTS WAY.

3.3. The SUBCOMMERCE commits to implementing the measures required by the applicable regulations to prevent its               operations from being used, with or without its knowledge or consent, as instruments for the commission of any illicit activity described in current criminal law, both national and international, especially money laundering and terrorism financing or any of the crimes related to them.

For all purposes, "money laundering" refers to the maneuvers and procedures used to give the appearance of legality to money and goods derived from illicit activities. These procedures include disguising the true origin and ownership of funds. Generally, money laundering occurs through the transfer, transformation, conversion, or mixing of assets derived from illicit activities with legitimate funds, with the purpose of concealing their true nature. Illicit assets are those derived from any crime specified under Colombian criminal law.

4.      CHARGEBACK AND REVERSES POLICY

1.           CHARGEBACK.

Un contracargo es la solicitud que interpone un tarjetahabiente ante el BANCO, por desconocimiento de una transacción.

1.1.  CHARGEBACK GROUNDS:

       A chargeback is a request made by a cardholder to the BANK for the reversal of a transaction due to the lack of recognition of the transaction.

1.1.1.  When there is fraud due to identity theft.

1.1.2. When a transaction is duplicated.

1.1.3. When the transaction is unknown, either because the cardholder did not make it or because the name of the establishment shown in the statement is unrecognized.

1.1.4. When the purchase amount does not match the amount shown in the statement.

1.1.5. When the cardholder does not receive the product or service charged to their payment method.

1.1.6. When the product or service acquired does not meet the advertised conditions.

1.2. CHARGEBACK PROCEDURE

1.2.1.  The acquiring BANK notifies PAYMENTS WAY or the SUBCOMMERCE of the chargeback request made by the cardholder.

1.2.2. PAYMENTS WAY will forward the chargeback to the SUBCOMMERCE when it has not been communicated by the BANK to the email provided by the SUBCOMMERCE during registration.

         In this regard, it is the responsibility of the SUBCOMMERCE to ensure that this communication reaches the registered email, which may end up in the inbox, junk folder, or spam. Therefore, PAYMENTS WAY is not responsible if the SUBCOMMERCE does not notice the chargeback notification.

1.2.3. To reduce the application of chargebacks, the SUBCOMMERCE must have the following available information, as applicable:

1.2.3.1. Delivery guide with buyer details, cardholder details, and receipt signature, even if it is not the same person

1.2.3.2. Sales invoice according to current regulations.

1.2.3.3. Record of services rendered, such as accommodation registration, work order, hotel registration, ticket, etc.

1.2.3.4. Any other documents that PAYMENTS WAY may require.

1.2.4. The SUBCOMMERCE must submit the supporting documents within four (04) business days from the notification, whether from PAYMENTS WAY or the bank, under penalty of the application of the chargeback that prevents any recourse.

1.2.5. If the SUBCOMMERCE fails to submit the documents within the indicated time, PAYMENTS WAY may, at its discretion, temporarily block the SUBCOMMERCE's account until the reason for the chargeback is clarified.

1.3. CHARGEBACK APPLICATION

1.3.1.  When a chargeback is applied to PAYMENTS WAY, the gateway will deduct the amount from subsequent transactions performed by the SUBCOMMERCE until the chargeback amount is covered.

1.3.2.  PAYMENTS WAY will inform the SUBCOMMERCE of the debit made based on the chargeback.

1.3.3.  PAYMENTS WAY will monitor and supervise the chargeback process to the extent permitted, but it cannot be held responsible for the amounts deducted from the SUBCOMMERCE’s account due to the chargeback.

1.3.4. PAYMENTS WAY is not responsible for the money deducted from the SUBCOMMERCE’s account as a result of the chargeback.

2.     REVERSES

A reverse is the refund of money from a transaction made through PAYMENTS WAY's console at the request of the SUBCOMMERCE.

2.1.  REVERSE GROUNDS

        A reverse is valid under the following events:

2.1.1.  When the SUBCOMMERCE’s user has been a victim of fraud.

2.1.2. When PAYMENTS WAY suspects a transaction is fraudulent, in which case it will contact the SUBCOMMERCE to request supporting documents and validate the appropriateness of the reverse.

2.1.3. When the transaction was not authorized by the cardholder.

2.1.4. When a discount is applied to the cardholder based on the same purchase.

2.1.5. When the payer has revoked authorization for recurring debits to their credit cards or bank accounts; in this case, the reverse can only be applied to credit cards.

2.1.6. When the SUBCOMMERCE requests it at the cardholder's request due to an error in selecting the product, retraction from the purchase (article 51 of law 1481 of 2011, Consumer Statute), cancellation of the purchase for reasons attributable to the SUBCOMMERCE, or when it does not meet the advertised conditions of quality and quantity.

2.1.7. The SUBCOMMERCE may request a partial reverse when the purchase includes several items and only wishes to return one or more of them to the cardholder.

2.2.  CONDITIONS FOR PERFORMING A REVERSE.

2.2.1. The cardholder will have five (05) business days to request the reverse as described in the previous section. The SUBCOMMERCE will have the following options to process it:

2.2.1.1.  The SUBCOMMERCE may return the money from the MERCHANT CONSOLE up to twenty-four (24) hours after the transaction is completed. Once this period has passed, the SUBCOMMERCE must proceed as outlined in the next section.

2.2.1.2. The SUBCOMMERCE must request the reverse via email to the address operaciones@paymentsway.co providing the necessary details to identify the transaction to be REVERSED, such as (i) transaction number, (ii) transaction date, (iii) transaction amount, and (iv) reverse amount. 

2.2.2. The SUBCOMMERCE understands that when the gateway processes the reverse, it is subject to the times determined by the financial entities.

2.2.3. Under no circumstances will REVERSES be processed for transactions older than ninety (90) calendar days from the time of the request.

2.3. STATEMENTS ABOUT THE REVERSE.

2.3.1.  That the reverse request is made according to one of the events outlined in section 2.1. (REVERSE GROUNDS).

2.3.2. That the identification of the payment instrument to which the reverse will be applied should not contain the full number of the payment method, ensuring security for the cardholder.

2.4. RESPONSE TIMES FOR THE REVERSE.

2.4.1.  Both the SUBCOMMERCE and the cardholder understand that PAYMENTS WAY may take up to fifteen (15) days to apply the reverse from the moment the request is properly notified.

2.4.2.  PAYMENTS WAY is not responsible for the time it takes financial entities to apply the reverse.

2.5. RESPONSIBILITY FOR REVERSALS.

2.5.1. The responsibility resulting from the reverse request lies exclusively with the SUBCOMMERCE.

2.5.2. The SUBCOMMERCE releases PAYMENTS WAY from responsibility for reversals made at the request of the payment instrument issuer or the cardholder.

3.          COMMON PROVISIONS

3.1.   Both the chargeback procedure and the reverse procedure are external to PAYMENTS WAY SOLUTIONS S.A.S., in which PAYMENTS WAY only acts as a mediator, and is exempt from any responsibility arising from these procedures.

3.2.   Documents provided by the SUBCOMMERCE as proof to validate the purchase and address the chargeback are analyzed by personnel from the issuing bank, who will determine their validity, truthfulness, and suitability.

3.3.  PAYMENTS WAY is not responsible for the information received through the SUBCOMMERCE as evidence, and this information will be presumed truthful and legal, without prejudice to any legal actions that PAYMENTS WAY or the issuing bank may take against the SUBCOMMERCE if false or altered information is provided to support a purchase and handle such disputes.

3.4. If PAYMENTS WAY is unable to recover the amounts debited for chargebacks or reversals from PAYMENTS WAY's account, the SUBCOMMERCE will be considered a DEBTOR to PAYMENTS WAY for the amounts debited from the company's account for addressing the chargebacks or reversals. These amounts must be reimbursed by the SUBCOMMERCE immediately or within a maximum period of five (05) days after the notification of the discrepancy to the SUBCOMMERCE.

3.5. PAYMENTS WAY may place the SUBCOMMERCE in default for the days it takes to settle the pending payments to PAYMENTS WAY. This default may be subject to interest at the highest rate allowed by Colombian law at the time.