Terms & Conditions

Last updated: December 12, 2025

PINGUINO WALLET: we are the intermediary in electronic payment processes, facilitating the management and distribution of funds and as a facilitator of electronic payments that provides basic and effective solutions for international collection processes, allowing working capital to move with agility, clarity, and security, through payment management operations, cross border, international factoring, and/or confirming, which allows us to have effective and inclusive processes, conducive to executing in SMEs, MSEs, and individuals.

This agreement aims to inform you about the regulation of the terms and conditions under which the services offered by PINGUINO WALLET are integrated. Therefore, it is important that you carefully and thoroughly review the terms and conditions regarding the usage policy we have gathered in this document. By accessing this portal and the services of PINGUINO WALLET, you agree, in its entirety, with these terms and conditions (hereinafter T&C) stipulated below. If you do not agree, please do not access this portal.

Protecting your privacy is very important to PINGUINO WALLET. Please review our policy for the treatment of personal data so that you understand our commitment to maintaining your privacy, as well as the use of your protected information.

SECTION 1. GENERALITIES

PINGUINO WALLET declares that:

It is an international consortium, constituted as a company in Colombia, subject to the inspection, control, and supervision of the regulatory authorities of the country; it is not a financial service provider nor does it carry out operations for the collection, holding, or management of assets.

It has the status of Facilitator authorized by the Acquiring Entity and Collector on behalf of the Ally of the funds resulting from payment orders in its favor. Likewise, PINGUINO WALLET may enable other payment processing services.

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

It does not engage in financial activity nor provides any financial service, postal or stock market transfers. It also does not grant authorization to third parties to use the Services for such purposes.

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

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

It does not require Allies to accept a specific brand of credit, debit, prepaid, or gift cards to access the Services or a specific means of payment.

PINGUINO WALLET only allows the Ally to accept the means of payment authorized by the Acquiring Entities.

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

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

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

The Ally declares that:

He or she is of legal age and has full legal capacity to contract and be obligated in the respective capacity in which he or she acts.

He or she knows and accepts that the authorizations granted under these T&C will remain in effect until a Definitive Cancellation or Voluntary Cancellation is applied.

He or she knows and accepts that the Services are provided AS IS as described in these T&C, without any other type of express or implied guarantee.

All information and data provided to PINGUINO WALLET are true, therefore, the documents attached are authentic, truthful, and verifiable; hence, he or she authorizes their verification before any person, national or foreign. The Ally commits to updating his or her information at least once a year or whenever there is a change in the provided information or when PINGUINO WALLET requests it.

He or she knows and accepts the Policy for the Treatment of Personal Data of PINGUINO WALLET, which explains how the Ally's personal information is collected, used, and protected.

He or she knows and accepts that PINGUINO WALLET may, at any time, verify with Information and Risk Operators, or with any other entity that manages or administers databases, all matters related to his or her financial, commercial, and credit information present, past, and future.

PINGUINO WALLET does not act under the mandate to promote or exploit businesses in a certain sector and within a pre-defined area or before any acquiring entity, as a representative or agent of the Ally.

The Ally, at all times, will act on his or her own behalf before the acquiring entities.

He or she has all the necessary operating permits, according to the activity or social purpose he or she develops. The Ally assumes full responsibility for the failure to obtain such permits.

He or she knows and accepts that this legal relationship is of a commercial nature. The Ally conducts his or her commercial activity autonomously and independently, using his or her own personnel to fulfill his or her duties, without any legal, labor, or administrative subordination between PINGUINO WALLET and the Ally, his or her collaborators, and dependents; therefore, concepts such as honorariums, salaries, subsidies, affiliations, indemnities, and other legal or extra-legal benefits arising or occurring due to the services of the Ally's personnel will be solely assumed by the Ally concerning his or her employees, officials, or contractors.

PINGUINO WALLET has no interference in the actions arising from the normal course of the Ally's business nor in fixing prices by the Acquiring Entity, so it is entirely foreign to the legal relationship that exists with it.

He or she knows and accepts that PINGUINO WALLET reserves the right to reject, at its sole discretion, his or her registration request to create or activate the PINGUINO WALLET Account and use the Services.

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

He or she understands that the Acquiring Entities, nor the financial entities linked to the traceability of the collections, are subcontractors of PINGUINO WALLET.

The Ally understands and accepts that these T&C are made available to him or her through electronic support and that his or her electronic acceptance and all activity within the PINGUINO WALLET Account may be used by PINGUINO WALLET before administrative or judicial authorities as evidence of the existing legal relationship according to current regulations. In any case, the Ally may print a copy of the T&C published at pinguinowallet.com/terms-and-conditions

SECTION 2. THE SERVICES

As Aggregator, PINGUINO WALLET: a). Facilitates the Ally to expedite the billed monetization; b). Processes transactions and payment traceability; c). Manages payments acting on behalf and for the account of the Ally to receive in a deposit account the money resulting from the development of the Ally's commercial object, as long as the transactions are enabled before the Acquiring Entity; d). Disburses to the deposit account indicated by the Ally the net revenues; e). Debits the corresponding discounts from the gross income in accordance with what is stipulated in these T&C.

Technological Solution. PINGUINO WALLET has developed a Technological Solution that the Ally can use, strictly under the stipulations established in these T&C. The Technological Solution includes: a). A Platform for the verification, creation, and activation of the PINGUINO WALLET Account, which allows the Ally to manage his or her transactions efficiently and securely; and b). Payment processing tools to enable the acceptance of means of payment with the Acquiring Entities.

In any case, the Services will be those available at the time the Ally activates his or her PINGUINO WALLET Account, or those that may be implemented in the future. PINGUINO WALLET reserves the right to temporarily suspend the use of the Services for security reasons, maintenance or software updates, changes in functionalities, or due to unforeseen situations. PINGUINO WALLET is not responsible for the availability or possible technical failures that may occur with the Acquiring Entity, the acquiring processors, or the issuer and those participating entities in the payment system.

SECTION 3. THE PINGUINO WALLET ACCOUNT

Account Creation. Only natural or legal persons who conduct duly authorized and registered commercial or mercantile activities and who have not been subject to Suspension or Definitive Cancellation by PINGUINO WALLET may register. To create the PINGUINO WALLET Account, the business data, the contact person, and the login information, which includes an email address and a password, must be provided. These will be your access credentials, which will always be required to access the PINGUINO WALLET Account. When the PINGUINO WALLET account is created for the first time, it appears in a registration state, meaning that transactions cannot be made until the account activation process is completed.

Account Activation. To use the Services, an “Active” PINGUINO WALLET Account is required. For activation, the Ally must complete all personal information and business information requested in the onboarding form. PINGUINO WALLET may request additional information or documents at any time, even after the activation of the PINGUINO WALLET Account. PINGUINO WALLET will validate the onboarding form and verify the identity of the applicant. If the validation of the application is successful, the PINGUINO WALLET Account will appear as active, and from that moment, the Ally can access the Services. PINGUINO WALLET reserves the right not to activate (reject), deactivate, suspend, or permanently cancel the PINGUINO WALLET account of anyone who provides incorrect, false, incomplete information or does not update his or her information. Under no circumstances will PINGUINO WALLET assume responsibility for these measures.

If there are indications that the PINGUINO WALLET account has been used for criminal, illegal purposes, or contrary to these T&C, the Ally grants express authorization for PINGUINO WALLET to share his or her data with authorities to initiate any corresponding legal actions.

The Ally is responsible for safeguarding his or her password and restricting access to his or her PINGUINO WALLET Account and the Services from his or her mobile devices, computer, or other applications. Any use made from the PINGUINO WALLET Account is presumed to have been made by the account holder; therefore, such use is authentic and authorized for PINGUINO WALLET. The Ally may request the change or reset of his or her password through the option enabled on the PINGUINO WALLET platform.

The PINGUINO WALLET Account is a user account within the PINGUINO WALLET Platform, from which the Ally can use the Services. Under no circumstances may the PINGUINO WALLET Account be understood as a bank account, deposit account, or through which any financial service is provided. The PINGUINO WALLET Account has a dashboard where, among other options, the Ally can view revenues, balances in exchange, transaction history, and activate Access Tools. PINGUINO WALLET may send transaction confirmations to the email supplied by the Ally, as well as reports of transactions carried out over a specific period or the last week.

SECTION 4. ACCESS TOOLS

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

SECTION 5. SPECIAL CONDITIONS OF THE BUSINESS SERVICE

Ally's Declarations. The Ally: Knows and accepts that PINGUINO WALLET acts as the Ally's Mandatary to manage the payments made by the Acquiring Entities for the goods and/or services that the Ally offers that support the contractual relationship between the parties.

Knows and authorizes PINGUINO WALLET to act on his or her behalf and account as his or her mandatary to receive, disburse, reverse, or withhold before the Payment Management, before the acquiring entities related to the Ally.

Knows and authorizes that, temporarily and in his or her capacity as a mandatary, PINGUINO WALLET receive the Ally's Incomes in the deposit account that PINGUINO WALLET registers before the Acquiring Entity.

Knows and authorizes PINGUINO WALLET to debit from his or her Income all discounts applicable as stipulated in these T&C.

Knows and grants an irrevocable mandate to PINGUINO WALLET to block the Incomes disbursed to the Ally's deposit account when an investigation is initiated due to a fraud alert reported by any of the parties involved in the payment management traceability. The Incomes will remain blocked in the deposit account until the investigation concludes in accordance with the security policies of the intervening entities.

Each time transactions are processed, in the payment periods provided by the Acquiring Entities, the respective discount will be applied to these gross Incomes that the transaction represents; therefore, the Ally will be disbursed the net Incomes. Discounts are understood to be fees, financial costs imposed by the banking entity, and national law.

The Ally must pay PINGUINO WALLET an amount for services, that is, for the payment management mandate and the use of the technological solution or other services that PINGUINO WALLET may eventually provide.

The Amount of PINGUINO WALLET consists of a percentage value calculated on the total amount of the transaction and a fixed value applied to each transaction regardless of the amount of the transaction. The fee is charged for each successful transaction.

The Ally irrevocably authorizes PINGUINO WALLET to make this deduction from the revenues that the Ally has for each transaction carried out.

PINGUINO WALLET will communicate the applied and current amount to the Ally, who will have full knowledge of the costs of the services.

Fees that are in effect at the time of acceptance of these T&C or when new applicable tariffs are notified will apply. PINGUINO WALLET must notify at least fifteen (15) days in advance of the effective date of the increase.

In the event that PINGUINO WALLET cannot carry out the deduction of the amount or any balance advance (pay me now) provided by the Ally at the time of the transaction, PINGUINO WALLET may deduct it from another transaction or from those Incomes pending Disbursement. In any case, the Ally will always be obliged to pay and settle directly with PINGUINO WALLET the amount that cannot be deducted.

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

Billing Plans. PINGUINO WALLET will make the respective Disbursement to the Ally in the deposit account that he or she has designated for this purpose within a maximum term of five (5) business days from the date of approval of the transaction by the Acquiring Entity. The Disbursement will be subject to the Discounts applicable as stipulated in these Terms and Conditions.

PINGUINO WALLET reserves the right to modify the conditions that apply to the Billing Plan, in which case prior notification to the Ally will be required.

As a general policy, when an Ally creates his or her PINGUINO WALLET 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 multiple Billing Plans are offered by PINGUINO WALLET, it may limit the choice of the Billing Plan according to its internal policies, and may also assign the applicable Billing Plan to a specific Ally at its discretion.

Disbursements to the Ally's deposit account.

Disbursement Account. The Ally must specify a deposit account in at least one of the financial entities authorized by PINGUINO WALLET. The account holder must be the natural person or legal entity or the legal representative registered as Ally, or under the free and voluntary designation that he or she registers for the distribution of payments. In this deposit account, PINGUINO WALLET will disburse the net Incomes generated in favor of the Ally. If the Ally wishes to change the registered deposit account, he or she must request it from PINGUINO WALLET through the enabled channels, without prejudice to additional verifications or supporting documents that PINGUINO WALLET may require for that purpose.

Activation of Disbursements. The Ally must complete the onboarding process to request the disbursement of the net Incomes in the indicated deposit account. It is necessary to attach the requested documents and provide the additional required information. PINGUINO WALLET reserves the right to continue with its onboarding process, to conduct an additional evaluation, or to reject the applicant’s onboarding.

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

PINGUINO WALLET will only disburse the net Incomes it has received on behalf of the Ally on the accredited dates according to the Billing Plan.

The Disbursements do not operate automatically every time an Acquiring Entity carries out a transaction.

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

The Ally relieves PINGUINO WALLET of any responsibility concerning erroneous Disbursements or those that do not turn out to be successful due to the improper supply of information by the Ally.

The Ally will assume the financial costs and other charges associated with the Disbursements made by PINGUINO WALLET to the Ally's deposit account.

PINGUINO WALLET will only make Disbursements to the deposit account registered in the PINGUINO WALLET Account.

The Ally can only request the Disbursement of the net Incomes marked as available in his or her PINGUINO WALLET Account.

When the Ally has pending Incomes for Disbursement and requests a Voluntary Cancellation, the request cannot proceed until the Incomes are disbursed.

When the Ally has pending Incomes for Disbursement and has been inactive for a period exceeding twelve (12) months since the last transaction, he or she irrevocably authorizes PINGUINO WALLET to Disburse to the last deposit account that appears registered in the PINGUINO WALLET Account.

The Ally authorizes PINGUINO WALLET to hold the Incomes for a maximum period of one hundred twenty (120) calendar days when fraud alerts arise. The retained Incomes cannot be disbursed until the validation process is completed due to the fraud alert, and they will not generate any rights to interest or returns. PINGUINO WALLET may also retain the Ally's Incomes when he or she does not settle fraud indications notified and based on our security filters; likewise, if the Ally engages in Prohibited or Illegal Activities, or makes prohibited use of the Services. PINGUINO WALLET will communicate the relevant instructions to the Ally.

The Ally understands and accepts that the holders of the means of payment may present claims for fines, warnings, and/or penalties related to the production transactions made by the Ally and that these controversies are procedures external to PINGUINO WALLET and are carried out by the Acquiring Entity; these claims may arise from a lack of knowledge regarding the transaction due to fraud or other causes set forth in the binding regulations between the Ally and the Acquiring Entity.

The Ally authorizes PINGUINO WALLET to make Discounts from the Ally's Incomes, due to fines, penalties, or any controversy arising from the Ally, according to what is stated in these T&C and/or what the Acquiring Entity may dispose.

PINGUINO WALLET may request the Ally for the supporting documents of the transactions, which must be provided within five (5) business days from the date of request.

PINGUINO WALLET will receive and give appropriate processing to the claims or clarifications made by the Ally regarding any inconsistencies that arise from the disbursements within five (5) business days following the occurrence of the event.

Tax Obligations. The Ally will assume the same tax quality as PINGUINO WALLET for tax purposes that the Ally must assume with government authorities. Likewise, the Ally must bear any cost or charge associated with the transactions he or she makes to access or use the services. PINGUINO WALLET will apply the law's deductions for the Ally when these are applicable, according to the tax quality of PINGUINO WALLET, and provide the necessary certificates for compliance with his or her fiscal obligations. The mandate granted under these T&C does not make PINGUINO WALLET responsible for the Ally's tax obligations. The Ally is solely obliged to know and comply with his or her tax obligations and those arising in relation to acquiring entities.

SECTION 6. ALLY'S RESPONSIBILITIES

The Ally, without prejudice to other obligations stipulated in these T&C, (i) shall be responsible for the legal, accounting, and tax management of his or her operations; (ii) abstain from storing, exchanging, supplying, or disclosing, in any way, information related to sensitive personal data, transactions, or any other that is considered confidential that he or she may know in the development of his or her economic and professional activity, except by express requirement of the Acquiring Entity, or by order of a competent authority; (iii) keep the supporting documents of the transactions processed through PINGUINO WALLET Services for two (2) months from the date of each payment processing, in order to respond to claims that may arise; (iv) ensure that his or her quality policies are clearly aligned with the contractual legal regulation; (v) comply with current regulations on consumer protection, and with the procedures defined by the Acquiring Entity and PINGUINO WALLET in compliance with said regulation; (vi) protect his or her systems, networks, passwords, and/or others as deemed necessary against unauthorized access; (vii) maintain commercially reasonable practices aimed at keeping the privacy of data safe and protected for involved parties; (viii) comply with any reasonable and necessary requests from PINGUINO WALLET to maintain the security and integrity of the Services; (ix) execute updates to the latest version of the software, security updates, and necessary patches to adequately use the Services of PINGUINO WALLET.

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 PINGUINO WALLET. For this reason, the Ally will indemnify and reimburse PINGUINO WALLET immediately for any fine or loss directly or indirectly caused by his or her actions and those of his or her agents.

Investigations for Security Alerts. If PINGUINO WALLET suspects that there has been a security breach, leak, loss, or compromise of data in the system, platform, or application that affects compliance with these T&C, PINGUINO WALLET may request the Ally to allow an audit of the security of his or her systems and procedures. The Ally must fully cooperate with any request for information or assistance that the auditor may make.

SECTION 8. ILLEGAL AND PROHIBITED ACTIVITIES

The Ally is responsible for using the Services according to the purposes established in these Terms and Conditions and the current laws. The use of the Services for illegal or prohibited activities is expressly prohibited. The Services must be used in one's own name or as the legal representative of a legal entity. It is prohibited to use the Services on behalf of a third party, unless there is express authorization from PINGUINO WALLET.

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

If PINGUINO WALLET detects that the Ally is using the Services for developing Illicit or Prohibited Activities, it may reject, cancel, and/or immediately suspend the PINGUINO WALLET Account and the use of the Services, without prior notification and no liability incurred. This is without prejudice to the relevant legal actions that PINGUINO WALLET may take against the Ally, or third parties participating in the detected Illicit or Prohibited Activities.

The Ally will indemnify and reimburse PINGUINO WALLET for any sanctions or fines imposed by the Acquiring Entities, government authorities, or PINGUINO WALLET if it is demonstrated that the Ally used the Services to commit Illicit or Prohibited Activities.

Illicit Activities. PINGUINO WALLET considers Illicit Activities to be all those indicated by current law, as well as any activity leading to an illegal object and/or cause.

Prevention of Money Laundering and Terrorism Financing. PINGUINO WALLET is required to have policies and procedures aimed at mitigating the risk of money laundering and terrorism financing; for this purpose, it has established various policies applied to our customers that allow compliance with regulatory obligations and risk mitigation. By accepting these terms and conditions, the Ally agrees with PINGUINO WALLET to implement measures to prevent his or her operations from being used as a means to hide, manage, invest, or take advantage of any form of money or other assets from illicit activities or to give the appearance of legality to these activities. Likewise, the Ally declares that he or she does not know of investigations, accusations, sanctions, or convictions by competent authorities at the national or foreign level against him or her or third parties acting in his or her representation, or, in the case of legal entities, against its legal representatives, administrators, executives or third parties acting in their representation, associates, or shareholders directly or indirectly with more than 5% participation in the share capital, or their subordinates, nor for the administrators of their subsidiaries in any jurisdiction, for the following events:

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

For behaviors that are subject to administrative, disciplinary, tax, or judicial sanction for violations of any anti-corruption rules.

Additionally, he or she declares not to have been included in lists managed by any national or foreign authority for the control of money laundering, terrorism financing, and corruption, in any of its forms. If the information provided by the Ally is false or if during the course of the business relationship, PINGUINO WALLET finds evidence of investigations, accusations, sanctions, or convictions against the Ally or any of the persons mentioned in the previous paragraph, arising from any of the events similarly related, PINGUINO WALLET may consequently cancel the PINGUINO WALLET Account and the use of the Services, unilaterally terminating the existing business relationship without any obligation for PINGUINO WALLET to pay any indemnification.

• Prohibited Activities. PINGUINO WALLET considers Prohibited Activities to be:

• Gold extraction and other precious metals

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

• Extraction of emeralds, precious and semi-precious stones

• Basic precious metal industries

• Manufacturing of arms and ammunition

• Material recovery

• Wholesale trade of metals and metallic products

• Support activities for other mining and quarrying activities

• Wholesale trade of waste, scrap, and junk

• Activities of currency exchange houses

• Activities of professionals buying and selling currencies

• Gambling and betting activities

• Retail trade of pharmaceutical and medicinal products

• Any trade related to pets, wildlife, and/or biological material.

SECTION 9. CANCELLATION, DEACTIVATION, AND SUSPENSION

PINGUINO WALLET reserves the right to cancel, deactivate, or suspend, at any time, at its discretion and without any obligation for any kind of indemnification or responsibility, the PINGUINO WALLET Account and the use of the Services.

Cancellation. The PINGUINO WALLET Account and the use of the Services may be cancelled by:

Voluntary Cancellation: The Ally may request Voluntary Cancellation of his or her PINGUINO WALLET Account and the access or use of the Services. For the Business Service, this request will be processed provided that the Ally does not have pending Disbursements according to the Billing Plan, or the Ally owes PINGUINO WALLET any sum of money for any reason. In any case, if the Ally decides to reuse the Services, he or she must request the reactivation of the PINGUINO WALLET Account by contacting the channels enabled by PINGUINO WALLET.

Definitive Cancellation: PINGUINO WALLET may at any time and for any reason apply the Definitive Cancellation of the PINGUINO WALLET Account and the use of the Services; therefore, the Ally may not recreate a PINGUINO WALLET Account or use the services himself or through someone else.

For purposes of these T&C, Voluntary Cancellation and Definitive Cancellation are understood as a contractual termination followed by the effects described in these T&C.

Deactivation. PINGUINO WALLET may deactivate a PINGUINO WALLET Account and access or use of the Services when for a period equal to or greater than twelve (12) consecutive months since the last registered transaction, the Ally has not used the Services, has no pending Disbursements or chargebacks to process. For the Business Service, the Ally may again access his or her PINGUINO WALLET Account by entering his or her username and password but must request the reactivation of the Services through the channels enabled by PINGUINO WALLET.

Suspension. PINGUINO WALLET may suspend a PINGUINO WALLET Account and/or the use of the Services when any of the following occurs; (i) High levels of fraud according to PINGUINO WALLET's policies; (ii) The Ally has not updated his or her information for a period exceeding 12 months since the last update; (iii) The Ally uses the Services to conduct illegal activities. The Suspension is not a contractual termination; therefore, the Ally remains obliged to comply with the stipulations of these T&C. Suspension of the PINGUINO WALLET Account disables the use of the Access Tools and the Disbursement. When a Suspension is applied, PINGUINO WALLET will initiate an investigation of the Ally. Depending on the results of the investigation, PINGUINO WALLET may lift the suspension or apply a Definitive Cancellation. The investigation will have a maximum term of 120 calendar days.

SECTION 10. LIMITATION OF LIABILITY

PINGUINO WALLET limits its responsibility for access or uninterrupted use in the provision of the Services. The provision of the Services is subject to technical, technological, or any other failures outside of PINGUINO WALLET. PINGUINO WALLET shall not be liable under any circumstances for any indirect, punitive, incidental, moral, special, consequential damages, lost business opportunities, or loss of reputation resulting from the use or inability to use the Services, or due to the unavailability of the Services. PINGUINO WALLET shall also not be liable for any damages resulting from or related to hacking, manipulation, or any unauthorized access or use of the Services, PINGUINO WALLET Accounts, data, servers, infrastructure, errors in using or implementing anti-fraud measures, security controls, or any other security measure, or for the illegal actions of third parties. In any case, the Ally accepts that the contractual liability of PINGUINO WALLET or any limit of liability not described in these T&C shall be limited to direct, tangible, quantifiable, verifiable, and foreseeable damages attributable to the actions or omissions of PINGUINO WALLET due to slight negligence, which is understood to carry the degree of diligence required of a merchant in the ordinary course of business. Under no circumstances shall the liability of PINGUINO WALLET, aggregated, exceed twenty percent (20%) of the fees paid by the Ally to PINGUINO WALLET in a twelve (12) month period immediately preceding the event on which the claim is based. PINGUINO WALLET shall not be liable to the Acquiring Entities or third parties, who may not impose any liability on PINGUINO WALLET for any damages or losses caused by the Ally. PINGUINO WALLET does not guarantee, endorse, or assume responsibility for any product or service advertised or offered by a third party. The Ally is solely responsible for the management of the PINGUINO WALLET Account and the Services; therefore, any damages or losses that may arise from the behavior of its owners, agents, affiliates or subsidiaries, officials, employees, directors, representatives, and generally, anyone who has access to the Services with the Ally's express authorization, shall be exclusively compensated by the Ally.

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

Pinguino Capital S.A.S., operating under the brand PINGUINO WALLET (“Pinguino”), does not act as a bank, financial entity, remittance company, payment service provider, nor as a custodian of funds.

Any resource received by Pinguino within the framework of the Services is received exclusively for the limited purpose of processing and later transmission through duly regulated third-party payment rails, designated by the User or the Ally, and in accordance with previously defined instructions and applicable compliance requirements.

At no time does Pinguino acquire ownership, property, economic benefit, or any rights over the funds processed through the Services. These resources are not retained, invested, lent, grouped, secured, or used by Pinguino for its own purposes.

Any temporary holding of the funds in accounts opened in the name of Pinguino is strictly operational and transitional in nature, aimed solely at facilitating the execution of payment instructions through third-party infrastructure. Such holding does not constitute custody, collection, deposit, trust, fiduciary mandate, trust relationship, or similar relationship.

All processes for processing, settlement, compliance controls, risk monitoring, approvals, reviews, retentions, delays, or blocking of transactions are performed by and remain under the responsibility and authority of the respective third-party payment rails. Pinguino does not exercise discretionary control over the approval, rejection, release, or retention of funds, beyond the mechanical execution of instructions within the operational limits imposed by such providers.

Pinguino shall not be liable for delays, interruptions, reverses, or restrictions arising from internal policies, compliance procedures, regulatory reviews, or operations of third-party payment rails.

In no case shall it be understood that a relationship of custody, trust, deposit, mandate, resource management, or any other relationship that involves fiduciary holding or management of funds is established between Pinguino and the User or Ally.

SECTION 12. SERVICE FEES AND CURRENCY CONVERSION

PINGUINO WALLET charges fees for payment processing services, technical facilitation, and orchestration of payments.

These fees may incorporate or reflect costs associated with third-party payment rails, liquidity providers, settlement mechanisms, compliance processes, and currency conversion services provided by duly regulated partners.

PINGUINO WALLET does not independently offer currency exchange services, does not act as a currency exchange house, nor does it determine, fix, or control exchange rates. Any applicable currency conversion is performed by third-party providers, under their own terms, conditions, prices, and regulatory frameworks.

When applicable, the applicable fees, conversion results, or estimated settlement values will be communicated to the User at the time of the transaction execution.

SECTION 13. INTELLECTUAL PROPERTY

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

Under these T&C, the PINGUINO WALLET is granted a limited, non-exclusive, revocable, and non-transferable license to electronically access and use (the software that is part of the Services, as authorized in these T&C) the PINGUINO WALLET Intellectual Property and that of its licensors, only in the manner described in these T&C. PINGUINO WALLET and its licensors may update software for the Services, which the Ally must install to continue using the Services. Software updates may require additional terms, which will be communicated to the Ally in advance.

PINGUINO WALLET and its licensors do not sell to the Ally and the Ally does not have the right to sublicense the PINGUINO WALLET Intellectual Property and that of its licensors.

In these T&C, the term Intellectual Property means all patent rights, copyright rights, moral rights, publicity rights, registered trademarks, trade mark rights and service mark 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 expansions, according to the laws of any state, country, territory, or other jurisdiction.

SECTION 14. AUTHORIZATION FOR THE MANAGEMENT OF PERSONAL DATA

The Ally acknowledges and accepts the Policy for the Treatment of Personal Data of PINGUINO WALLET, which explains how the personal information provided by the Ally is collected, used, and protected. This Policy is available on the pinguinowallet.com website.

General Provisions

As an Ally, I authorize PINGUINO WALLET or those who represent its rights in Colombia and/or abroad, for the purpose of complying with the law, the operation of financial transactions, the offering and management of products and/or services, among others, so that in the course of activities within its social object, my personal data may be requested, stored, consulted, verified, transmitted, shared, processed, modified, updated, clarified, removed, disclosed, kept, or subject to any type of operation for treatment under the provisions of Law 1266 of 2008, Law 1581 of 2012, and other regulations related to the protection of personal data.

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

In addition to the aforementioned purposes, the following are also considered for PINGUINO WALLET: (a) validate and verify my identity for offering and managing products and services; (b) offer and provide its products or services through any means or channel for my benefit; (c) provide commercial, legal, product, security, service, or any other information; (d) conduct commercial analyses and research, data analytics, statistics, market and financial risk analysis, and the construction of aggregated information that may be shared with its own clients and third parties.

I declare that: i) I have been informed of 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 true, can be used for the update process, and is verifiable at any time, and I commit to updating or confirming at least once a year or whenever necessary. I also commit to informing any changes related to contact information, tax residence, domicile, and commercial activity within 20 days following the date on which the change took place; iii) For the update, I only fill in the information that has changed in the last year, hence, the non-filled information remains valid.

For further information, please contact: info@pinguinowallet.com

Revocations: Without prejudice to the authorizations I have granted to PINGUINO WALLET for the treatment of personal data, I declare that I know the right vested in me to revoke under the terms provided by law, any of the following authorizations: (i) sending text messages for commercial offers; (ii) sending emails for commercial offers; (iii) commercial offers through telemarketing for products that I do not possess in PINGUINO WALLET; and (iv) sharing information with third-party partners for them to offer their products through the channels enabled by PINGUINO WALLET.

SECTION 15. OTHER PROVISIONS

Exchange Responsibilities: It is the responsibility of the Ally to comply, at his or her own risk, with all legal obligations in exchange matters applicable by the use of the Services. The Ally is responsible for knowledge of the exchange regulations concerning the commercial activity he or she conducts using the PINGUINO WALLET Services.

Modification of T&C: PINGUINO WALLET reserves the right to change, add, or modify these T&C at any time and without any obligation for any indemnification. PINGUINO WALLET will publish such changes on the website wpayments.co, or by other reasonable means. Occasionally, PINGUINO WALLET could send you a notification to your email or post a notice through its platform, via email, or by other reasonable means. For those who are already active Allies, the modifications will take effect ten (10) calendar days after the date of publication. If after the ten (10) days, the Ally has not requested the Voluntary Cancellation of his or her PINGUINO WALLET Account, it is understood that he or she has accepted the new modifications of these T&C. For new Allies, the modified T&C apply from their acceptance at the time of the PINGUINO WALLET Account creation. The Ally should consult periodically the PINGUINO WALLET website to review the modifications to these T&C. The Ally can know when these T&C were last modified by checking the “Last updated” date at the top of these T&C. Previous versions will be available on the PINGUINO WALLET website.

Dispute Resolution: The applicable law for the interpretation, execution, termination, collection of sums of money, and in general, the applicable law for any aspect of these T&C will be Colombian law. Consequently, any controversy or difference incurred by the parties due to the execution, interpretation, or compliance with these T&C and that cannot be resolved directly by the same will be submitted to the competent jurisdictional authorities in the city of Medellín.

The Ally will hold PINGUINO WALLET and its employees, representatives, agents, directors, shareholders, contractors, or subcontractors harmless and defend them at his or her own cost from (i) any fraudulent or negligent action or omission by the Ally or his or her employees, representatives, shareholders, contractors, subcontractors, providers, or service providers; (ii) violation of any contractual or legal provision strictly related to the object of these T&C that obliges the Ally, such as regulatory, banking, tax obligations, and any labor obligation concerning its employees or service providers for salaries, benefits, or indemnifications; (iii) any lawsuit, claim, or trial initiated by a third party (including Colombian or foreign governmental authorities of any level) against PINGUINO WALLET that may affect their respective assets based on or derived from any of the concepts listed in the sections here indicated, (iv) illegal or inappropriate use of the Services, (v) violation of any third-party rights, including, without limitation, privacy rights, publicity, or intellectual property rights, (vi) fraud resulting from identity theft of cardholders or holders of means of payment or (vi) any non-compliance by the Ally towards the Acquiring Entities of the duties arising from these T&C, the Consumer Statute, or applicable laws.

If a claim from a third party is initiated against PINGUINO WALLET, PINGUINO WALLET will notify about the claim and provide copies of all related documentation to the Ally. Such notice and documentation will be supplied as soon as possible. PINGUINO WALLET may cooperate with the Ally and his or her lawyers providing information for the investigation and defense of such claim and any appeal.

These T&C, the Privacy Policy, rate publications, and any other document accepted by the Ally for the provision of Services constitute the unique and total document existing between PINGUINO WALLET and the Ally to regulate the legal relationships arising from the Services object of it and, therefore, nullifies any verbal or written proposals made previously on the same Services and will, by itself, have executive merit to demand compliance with all obligations and benefits contained in this document. In case of contradiction or incompatibility between the terms and conditions of this contract and other documents, the stipulations of these T&C shall prevail, as it reflects the total, unique, and full acceptance of the terms regarding the provided Services, celebrated in good faith. If any provision or part of these T&C is deemed invalid or unenforceable, it shall be amended and interpreted to accomplish the objectives of that provision to the greatest extent possible; but in any event, all remaining provisions shall continue in full force and effect.

Assignment. The Ally may not assign these T&C or any rights, licenses granted under them, or assign the operation of the PINGUINO WALLET Account to third parties without the prior consent of PINGUINO WALLET. Any attempt to assign will be deemed invalid without the authorization of PINGUINO WALLET. If the Ally wishes to assign his or her contractual position in these T&C, he or she must contact PINGUINO WALLET to follow the stipulated procedure. If PINGUINO WALLET agrees to the proposed assignment, the new Ally must assume all rights and obligations of these T&C. PINGUINO WALLET may assign these T&C at its discretion without the Ally's consent and without any restrictions, for which it will previously inform the Ally.

This contractual relationship is of indefinite duration. Termination will occur when (i) the Ally requests Voluntary Cancellation, (ii) PINGUINO WALLET applies Definitive Cancellation, or (iii) the provision of Services ceases. In any case, the provisions of Limitation of Liability, Disbursements, Controversies, and Other provisions will survive termination of this contractual relationship and continue in effect.

PAY ME NOW

The Pay Me Now service is a tool designed for the allies of our PINGUINO WALLET Account to advance pending balances to be liquidated by outsourcing service recipients, allowing access to working capital safely and swiftly. This service is not a tool for conducting commercial activities in currency markets, trading, forex, and/or currency markets.

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

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

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

In the standard advance payment, adjusting the receipt of the request to the established timing, PINGUINO WALLET will execute the operation within a maximum period of 1 business day, adjusting to the TRM at the time the transfer is made.

In the priority advance payment, aligning the request with the time frame determined by PINGUINO WALLET, payment will be made on the same business day, ensuring the transaction with our TRM rate of the day.

Operations requested on Saturday will be subject to the treatment policies of holiday days of the receiving banking entity.

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

Errors in processing, personal information, banking, and/or in the correlation of production and balance advance attributable to the Ally will incur a fine of five dollars ($5 USD) due to operational and transactional wear, which will be automatically debited from the next current settlement, providing the necessary communication and documentation.

PINGUINO WALLET will automatically deduct the amount advanced in Pay Me Now in the next regular and current period settled by the service recipient; if PINGUINO WALLET does not carry out the corresponding deduction in that period, it may execute it automatically in the following cycle.

DIGITAL CURRENCY

Refers to the processing of buying and selling digital currency, an asset that must be used and credited only by the service recipient for payment settlements. The authenticity of this digital currency must be validated by PINGUINO WALLET.

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

PINGUINO WALLET will have up to three (3) business days following the receipt of the request to execute the payment. During this time, the information, production, and availability of the balance to be processed will be verified.

In the event that the platform and/or the service recipient impose fines, penalties, or other monetary sanctions on the Ally, which were inadvertently applied during the mentioned payment period, the Ally fully authorizes PINGUINO WALLET to automatically debit this amount in the next payment in favor of the Ally, providing the necessary communication and documentation. If this option is not feasible, the Ally authorizes PINGUINO WALLET to initiate collection through executive means, for which this document will serve as executive merit. It expressly waives any requirement for purposes of establishing default, reserving the right to charge additional damages.

Errors in the personal and/or banking information that affect or require transaction reprocessing and that are attributable to the Ally will incur a fine of five dollars ($5 USD). This fine will be automatically deducted from the transfer amount, providing the necessary communication and documentation.

The execution of payments using digital currencies, which are determined to stablecoins, USDC, or USDT, carries significant risks, such as price volatility and lack of government backing. Allies understand and accept that these assets are subject to price fluctuations, which could cause losses when conducting transactions. Likewise, they assume responsibility for the accuracy of information in transactions, as once confirmed, they cannot be reversed. Any error in the transaction details could result in losses. Neither PINGUINO WALLET nor its collaborators are responsible for losses or damages related. Allies release PINGUINO WALLET from liability for unmentioned risks and must analyze their financial situation and risk tolerance before conducting digital currency transactions. PINGUINO WALLET is excluded from any direct or indirect responsibility for losses or damages resulting from this service.

VALIDITY The present Policy of Terms and Conditions was approved on December 12, 2025, and comes into effect from that same date.