Terms & Conditions

Last updated: December 19, 2025

PENGUIN WALLET: we are the intermediary in electronic payment processes, facilitating the management, dispersion of funds, and electronic payment facilitation that provides basic and effective solutions for international collection processes, allowing working capital to be dynamically circulated with agility, clarity, and security, through payment management operations, cross border, international factoring and/or confirming, enabling us to have effective and inclusive processes suitable for execution in SMEs, micro-enterprises, and individual persons.

This agreement aims to inform you about the regulation of the terms and conditions under which the services offered by PENGUIN WALLET are integrated; therefore, it is important that you carefully review the terms and conditions concerning the usage policy we have compiled in this document. If you access this portal and the services of PENGUIN WALLET, it means that 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 PENGUIN WALLET. Please review our policy for the handling 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

PENGUIN WALLET declares that:

It is an international consortium, incorporated as a company in Colombia, subject to the inspection, control, and oversight of the relevant regulators in the country; it is not a financial services provider nor does it conduct fundraising, holding, or management of assets.

It has the status of Authorized Facilitator by the Acquirer and Collector Entity on behalf of the Partner for the funds resulting from payment orders in its favor. Likewise, PENGUIN WALLET may enable other payment processing services.

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

It does not carry out financial activities nor provides any financial service, postal remittance, or stock services. It also does not grant authorization to third parties to use the Services for such purposes.

PENGUIN WALLET does not raise funds nor receive bank deposits directly from the public. The economic resources collected by PENGUIN WALLET are received by mandate on behalf of the corresponding Partner, acting as a trusted intermediary for the proper 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 Partners with their data and accounts.

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

PENGUIN WALLET only allows the Partner to accept the means of payment authorized by the Acquirer Entities.

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

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

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

The Partner declares that:

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

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

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

All information and data provided to PENGUIN WALLET are true; therefore, the attached documents are authentic, truthful, and verifiable; thus, they authorize their verification before any person, whether national or foreign. The Partner commits to updating their information at least once a year or whenever a change occurs in the provided information or when PENGUIN WALLET requests it.

They are aware and accept PENGUIN WALLET's Personal Data Processing Policy, which explains how their personal information is collected, used, and protected.

They are aware and accept that PENGUIN WALLET may, at any time, verify with Information and Risk Operators, or with any other entity that handles or manages databases, everything concerning their current, past, and future financial, commercial, and credit information.

PENGUIN WALLET does not act on behalf of promoting or exploiting businesses in a specific sector and within a predefined zone or before any acquiring entity, as the representative or agent of the Partner.

The Partner shall, at all times, act on their own behalf before the acquiring entities.

They have all required operational permits according to the activity or corporate purpose they develop. The Partner assumes full responsibility for any omission in obtaining said permits.

They are aware and accept that the present legal relationship is of a commercial nature. The Partner conducts their commercial activity autonomously and independently, using their own personnel for the fulfillment of their work, with no legal, labor, or administrative subordination between PENGUIN WALLET and the Partner, their collaborators, and dependents; therefore, concepts such as fees, salaries, subsidies, affiliations, compensations, and other legal or extra-legal benefits arising from or related to the services of the Partner's personnel will be exclusively assumed by the Partner concerning their employees, officials, or contractors.

PENGUIN WALLET does not interfere in the actions derived from the normal course of the Partner's business nor in the pricing set by the Acquiring Entity, therefore it is entirely unrelated to the legal bond that exists with it.

They are aware and accept that PENGUIN WALLET reserves the right to reject, at its discretion, their registration request to create or activate the PENGUIN WALLET Account and use the Services.

They will not use the Services, directly or indirectly, for any fraudulent purpose nor in a way that interferes with the operation of the Services. The use of the Services must comply with these T&C and applicable laws and regulations.

They understand that the Acquiring Entities, nor the binding financial entities in the traceability of collections, are subcontractors of PENGUIN WALLET.

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

SECTION 2. THE SERVICES

As an Aggregator, PENGUIN WALLET: a). Facilitates the Partner in expediting the billed monetization, b). Processes transaction and payment traceability, c). Manages payments acting on behalf and account of the Partner to receive in the deposit account the money resulting from the development of the Partner's commercial object, provided that transactions are enabled before the Acquiring Entity, d). Disburses to the deposit account indicated by the Partner the Net Income, e). Debits the corresponding Discounts from the Gross Income according to the stipulations in these T&C.

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

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

SECTION 3. THE PENGUIN WALLET ACCOUNT

Account Creation. Only those natural or legal persons who carry out properly authorized and registered commercial activities and who have not been subject to Suspension or Definitive Cancellation by PENGUIN WALLET may register. To create the PENGUIN WALLET Account, it is necessary to provide business data, contact person, and login information, which includes an email address and a password. These will be their access credentials; which will always be asked for to access the PENGUIN WALLET Account. When the PENGUIN WALLET account is created for the first time, it appears in a registration status, meaning that transactions cannot be made until the account activation process is completed.

Account Activation. To use the Services, a “Active” PENGUIN WALLET Account must be held. For activation, the Partner must complete all personal and business information required in the linkage form. PENGUIN WALLET may request additional information or documents at any time, even after activating the PENGUIN WALLET Account. PENGUIN WALLET will validate the linkage form and verify the identity of the applicant. If the validation of the application is successful, the PENGUIN WALLET Account will appear in active status, and from that moment, they may access the Services. PENGUIN WALLET reserves the right not to activate (reject), deactivate, suspend, or indefinitely cancel the PENGUIN WALLET account of anyone providing incorrect, false, incomplete information or who does not update their information. Under no circumstances will PENGUIN WALLET assume responsibility for these measures.

If there are indications that the PENGUIN WALLET account has been used for criminal purposes, illegal activities, or contrary to these T&C, the Partner expressly authorizes PENGUIN WALLET to share their data with the authorities to initiate the corresponding legal actions.

The Partner is responsible for safeguarding their password and restricting access to their PENGUIN WALLET Account and Services from their mobile devices, computer, or other applications. Any use made from the PENGUIN WALLET Account is presumed to be made by the account holder; therefore, such use is authentic and authorized for PENGUIN WALLET. The Partner may request to change or reset their password through the option enabled in the PENGUIN WALLET platform.

The PENGUIN WALLET Account is a user account within PENGUIN WALLET's Platform, from which the Partner can use the Services. The PENGUIN WALLET Account cannot in any way be considered a bank account, deposit account, or a means of providing any financial service. The PENGUIN WALLET Account has a dashboard where, among other options, the Partner can view the Income, balances in exchange, transaction history, and activate Access Tools. PENGUIN WALLET may send confirmation of the transaction to the email address provided by the Partner, as well as reports on the transactions made during a specific period or the last week.

SECTION 4. ACCESS TOOLS

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

SECTION 5. SPECIAL CONDITIONS OF BUSINESS SERVICE

The Partner's Declarations. The Partner: Understands and accepts that PENGUIN WALLET acts as the Authorized Mandatary of the Partner to manage payments made by the Acquiring Entities for the goods and/or services that the Partner offers which supports the contractual relationship between the parties.

Understands and authorizes PENGUIN WALLET to act on their behalf and account as their mandatary to receive, disburse, reverse, or retain before Payment Management, before the acquiring Entities related to the Partner.

Understands and authorizes that, temporarily and in its capacity as a mandatary, PENGUIN WALLET receives the Partner's Income in the deposit account registered by PENGUIN WALLET with the Acquiring Entity.

Understands and authorizes PENGUIN WALLET to debit from their Income, all discounts to which they may be subject according to the stipulations in these T&C.

Understands and grants irrevocable mandate to PENGUIN WALLET so that, on behalf and order of the Partner, PENGUIN WALLET can block the disbursed Income in the Partner's deposit account when an investigation is initiated due to a fraud alert, reported by any of the parties involved in the traceability of payment management. The Income will be blocked in the deposit account until the investigation is completed in accordance with the security policies of the intervening entities.

Each time transactions are processed, during the payment periods provided by the Acquiring Entities, the respective discount will be applied to these gross Income represented by the transaction; therefore, the Partner will be disbursed the net Income. Discounts refer to the fee, the financial costs provided by the banking entity and by national law.

The Partner shall pay PENGUIN WALLET an amount for the services, that is, for the payment management mandate and the use of the technological solution or other services that PENGUIN WALLET may provide.

The Amount of PENGUIN WALLET consists of a percentage value calculated on the total amount of the transaction and a fixed value that applies to each transaction regardless of the amount of the transaction. The charge is made for each successful transaction.

The Partner irrevocably authorizes PENGUIN WALLET to make this discount from the Income the Partner has for each transaction carried out.

PENGUIN WALLET will communicate the executed and valid amount to the Partner, who will have full knowledge of the service costs.

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

In the event that PENGUIN WALLET cannot make the discount of the amount or any advance of balance (pay me now) made by the Partner at the time of the transaction, PENGUIN WALLET may discount it from another transaction or from those Income pending disbursement. In any case, the Partner will always be obligated to pay and settle directly with PENGUIN WALLET the amount that cannot be discounted.

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

Billing plans. PENGUIN WALLET will make the respective Disbursement corresponding to the Partner in the deposit account they have designated for this purpose within a maximum term of five (5) business days from the date of transaction approval by the Acquiring Entity. The Disbursement will be subject to the Discounts to which they may apply according to these Terms and Conditions.

PENGUIN WALLET reserves the right to modify the conditions that apply to the Billing Plan, in which case, it must communicate this to the Partner in advance.

As a general policy, when a Partner creates their PENGUIN 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.

In the case of offering various Billing Plans; PENGUIN WALLET may limit the choice of the Billing Plan according to its internal policies, and may, at its discretion, assign the applicable Billing Plan for a specific Partner.

Disbursements to the Partner's deposit account.

Disbursement Account. The Partner must indicate a deposit account in at least one of the financial entities enabled by PENGUIN WALLET. The owner of the deposit account must be the natural person or legal entity or legal representative registered as a Partner, or under the freely designated by this for payment dispersion purposes. In this deposit account, PENGUIN WALLET will disburse the net Income generated in favor of the Partner. If the Partner needs to change the registered deposit account, they must make the request to PENGUIN WALLET through the enabled channels, without prejudice to any additional verifications or supports that PENGUIN WALLET may require for this purpose.

Disbursement Activation. The Partner must complete the linkage process to request the disbursement of the net Income in the deposit account they have indicated. Required documents and additional requested information must be attached. PENGUIN WALLET reserves the right to continue with its linkage process, to perform additional evaluation, or to reject the applicant's linkage.

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

PENGUIN WALLET will only disburse the net Income it has received on behalf of the Partner on the credited dates according to the Billing Plan.

Disbursements do not operate automatically whenever any Acquiring Entity makes any transaction.

The Partner understands 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 begin to run from the effective date on which Income is credited to PENGUIN WALLET.

The Partner releases PENGUIN WALLET from any responsibility regarding erroneous Disbursements or those that do not result in success due to improper information provided by the Partner.

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

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

The Partner may only request the Disbursement of the net Income that appears marked as available in their PENGUIN WALLET Account.

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

When the Partner has Income pending Disbursement and it has been inactive for a period exceeding twelve (12) months since the last transaction, they irrevocably authorize PENGUIN WALLET to disburse to the last deposit account registered in the PENGUIN WALLET Account.

The Partner authorizes PENGUIN WALLET to withhold the Income for a maximum term of one hundred twenty (120) calendar days in the event of fraud alerts. Withheld Income will not be disbursed until the validation process for the fraud alert is completed and will not generate any rights to interest or returns. PENGUIN WALLET may also withhold the Partner’s Income when they do not clear indications of fraud reported and based on our security filters; likewise, if the Partner conducts Prohibited or Illegal Activities or uses the Services improperly. PENGUIN WALLET will communicate the relevant instructions to the Partner.

The Partner understands and accepts that holders of the means of payment can present claims, fines, warnings, and/or sanctions regarding transactions made by the Partner and that these disputes are proceedings external to PENGUIN WALLET and are conducted by the Acquiring Entity; these claims may arise from a lack of knowledge of the transaction due to fraud or other reasons stipulated in the binding regulations between the Partner and the Acquiring Entity.

The Partner authorizes PENGUIN WALLET to make Discounts from the Partner’s Income due to fines, sanctions, or any controversy caused by the Partner, according to what is established in these T&C and/or as determined by the Acquiring Entity.

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

PENGUIN WALLET will receive and properly address complaints or clarifications made by the Partner regarding any inconsistencies arising from the disbursements, within five (5) business days following the occurrence of the event.

Tax Obligations. The Partner will assume the same tax quality as PENGUIN WALLET for tax purposes that the Partner must assume with government authorities. Likewise, the Partner must bear any costs or charges associated with the transactions they conduct to access or use the services. PENGUIN WALLET will apply legal discounts to the Partner when applicable, according to the tax quality of PENGUIN WALLET, and will deliver the respective certificates necessary for compliance with their tax obligations. The mandate granted under these T&C does not make PENGUIN WALLET responsible for the tax obligations of the Partner. The Partner is solely obligated to know and comply with their tax obligations and those generated in relation to the acquiring entities.

SECTION 6. RESPONSIBILITIES OF THE PARTNER

The Partner, without prejudice to the other obligations stipulated in these T&C, (i) Must take charge of the legal, accounting, and tax handling of their operations; (ii) Refrain from storing, exchanging, supplying, or disclosing, in any title, information related to sensitive personal data, transactions, or any other that is considered confidential, that they may learn in the course of their economic and professional activity, except upon express request of the Acquiring Entity or by order of a competent authority; (iii) Retain for a period of two (2) months from the date of each payment processing, the supporting documents of the transactions through the PENGUIN WALLET Services, in order to respond to claims that may arise; (iv) Ensure that their quality policies align clearly with legal contractual regulations; (v) Comply with current regulations regarding consumer protection, and the procedures defined by the Acquiring Entity and PENGUIN WALLET in compliance with that regulation, (vi) Protect their systems, networks, passwords, and/or others deemed necessary against unauthorized access; (vii) Maintain commercially reasonable practices guided to securely safeguard the privacy of data for the commercial participants; (viii) Comply with PENGUIN WALLET's requests to take reasonable and necessary actions to maintain the security and integrity of the Services; (ix) Execute updates to the most recent version of the software, security updates, and necessary patches to adequately use PENGUIN WALLET Services.

SECTION 7. FRAUD PREVENTION

The Partner understands that any breach of security and fraud prevention rules stipulated in these Terms and Conditions may result in fines or other losses to PENGUIN WALLET. For this reason, the Partner will indemnify and reimburse PENGUIN WALLET immediately for any fine or loss directly or indirectly caused by their actions and those of their agents.

Investigations Due to Security Alerts. In the event that PENGUIN 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, it is possible that PENGUIN WALLET will request the Partner to allow an audit of their systems' security and procedures. The Partner must fully cooperate with any request for information or assistance made by the auditor.

SECTION 8. ILLEGAL AND PROHIBITED ACTIVITIES

The Partner is responsible for using the Services according to the purposes established in these Terms and Conditions and current laws. The use of the Services for illegal or prohibited activities is explicitly forbidden. The Services must be used in their own name or in the legal representation of a legal entity. It is prohibited to use the Services in the name of a third party unless explicitly authorized by PENGUIN WALLET.

The use of the Services for developing Illegal or Prohibited Activities is totally banned.

If PENGUIN WALLET detects that the Partner is using the Services to develop Illegal or Prohibited Activities, it may reject, cancel and/or immediately suspend the PENGUIN WALLET Account and the use of the Services, without prior notice or liability. This is without prejudice to any legal actions that PENGUIN WALLET may take against the Partner or third parties participating in the detected Illegal or Prohibited Activities.

The Partner will indemnify and reimburse PENGUIN WALLET for any fines or penalties that may be imposed by the Acquiring Entities, government authorities, or PENGUIN WALLET if it is proven that the Partner used the Services to engage in Illegal or Prohibited Activities.

Illegal Activities. PENGUIN WALLET considers Illegal Activities to be all those pointed out by current law, as well as any activity leading to an illegal object and/or cause.

Prevention of Money Laundering and Financing of Terrorism. PENGUIN WALLET is obliged to have policies and procedures aimed at mitigating the risk of money laundering and financing of terrorism; for this reason, it has established a series of policies applied to our customers that enable them to comply with regulatory obligations and mitigate risks. By accepting these terms and conditions, the Partner agrees with PENGUIN WALLET to implement measures aimed at preventing their operations from being used as instruments for the concealment, handling, investment or utilization in any form of money or other assets coming from illegal activities or to give the appearance of legality to these activities. Likewise, the Partner declares that they are not aware of any investigations, accusations, sanctions, or convictions by competent authorities, national or foreign, against themselves or third parties acting on their behalf, or in the case of legal entities, against their legal representatives, managers, directors or third parties acting on their behalf, partners, or direct or indirect shareholders with more than 5% participation in the corporate capital or their subordinates, nor any managers of their subsidiaries in any jurisdiction, for the following events:

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

For behaviors that result in penalties in administrative, disciplinary, tax, or judicial matters for violations of any anti-corruption standard.

Additionally, they declare that they have not been included in lists managed by any national or foreign authority for the control of money laundering, financing of terrorism, and corruption in any of its modalities. In the event that the information provided by the Partner is false or that during the validity of the commercial relationship, PENGUIN WALLET detects the existence of investigations, accusations, sanctions, or convictions against the Partner or against any of the natural or legal persons mentioned in the previous paragraph, arising from any of the similarly related events, PENGUIN WALLET, consequently, may cancel the PENGUIN WALLET Account and the use of the Services, unilaterally terminating the existing commercial relationship without any indemnification payment owed by PENGUIN WALLET.

• Prohibited Activities. PENGUIN WALLET considers Prohibited Activities:

• Extraction of gold and other precious metals

• Extraction of other non-ferrous metal ore not classified elsewhere

• Extraction of emeralds, precious and semi-precious stones

• Basic industries of precious metals

• Manufacturing of weapons and ammunition

• Recovery of materials

• Wholesale trade of metals and metal products

• Support activities for other mining and quarrying activities

• Wholesale trading of waste, scrap, and junk

• Activities of currency exchange houses

• Activities of professionals buying and selling foreign currency

• Gambling and betting activities

• Retail trade of pharmaceutical and medicinal products

• Trade of any type related to pets, wild animals and/or biological material.

SECTION 9. CANCELLATION, DEACTIVATION, AND SUSPENSION

PENGUIN WALLET reserves the right to cancel, deactivate, or suspend, at any time, at its discretion and without any type of indemnification or liability, the PENGUIN WALLET Account and the use of the Services.

Cancellation. The PENGUIN WALLET Account and the use of the Services can be canceled by:

Voluntary Cancellation: The Partner can request the Voluntary Cancellation of their PENGUIN WALLET Account and access or use of the Services. For the Business Service, this request will be processed as long as the Partner does not have pending Disbursements in accordance with the Billing Plan, or the Partner owes PENGUIN WALLET any amount of money for any reason. In any case, if the Partner decides to reuse the Services, they must request the reactivation of the PENGUIN WALLET Account by contacting through the channels enabled by PENGUIN WALLET.

Definitive Cancellation: PENGUIN WALLET may at any time and for any reason apply the Definitive Cancellation of the PENGUIN WALLET Account and the use of the Services; consequently, the Partner will not be able to create a PENGUIN WALLET Account again or use the services by themselves or through another person.

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

Deactivation. PENGUIN WALLET may deactivate a PENGUIN WALLET Account and access or use of the Services when, in a period equal to or greater than twelve (12) consecutive months from the last recorded transaction, the Partner has not made use of the Services, has no Disbursements or pending chargebacks to process. For the Business Service, the Partner may re-access their PENGUIN WALLET Account by entering their username and password, but must request the reactivation of the Services through the channels enabled by PENGUIN WALLET.

Suspension. PENGUIN WALLET may suspend a PENGUIN WALLET Account and/or use of the Services when there are registered; (i) High levels of fraud according to PENGUIN WALLET's policies; (ii) The Partner has not updated their information in a period exceeding 12 months from the last update; (iii) The Partner uses the Services to carry out illegal activities. The Suspension is not a contractual termination; therefore, the Partner remains obligated to the stipulations of these T&C. The Suspension of the PENGUIN WALLET Account disables the use of Access Tools and Disbursement. When a Suspension is applied, PENGUIN WALLET will initiate an investigation into the Partner. Depending on the investigation results, PENGUIN 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

PENGUIN WALLET limits its liability to uninterrupted access or use in the provision of the Services. The provision of Services is subject to technical, technological, or any other type of failures, unrelated to PENGUIN WALLET. PENGUIN WALLET will not be liable, under any circumstances, for any indirect, punitive, incidental, moral, special, emerging damages, loss of business opportunity, or reputational losses resulting from the use, inability to use the Services, or from the unavailability of the Services. It will also not be liable for any damages resulting from or related to hacking, manipulation, or any unauthorized access or use of the Services, PENGUIN WALLET Accounts, data, servers, infrastructure, or due to errors in the use or implementation of anti-fraud measures, security controls or any other safety measure, or as a result of the illegal actions of third parties. In any case, the Partner agrees that the contractual liability of PENGUIN WALLET or any limit of liability not described in these T&C will be limited to material, direct, quantifiable, verifiable, and foreseeable damages, attributable to the actions or omissions of PENGUIN WALLET up to slight fault, which is understood to have the degree of diligence required of a trader in the ordinary course of their business. Under no circumstances will PENGUIN WALLET's liability, and in aggregate, exceed twenty percent (20%) of the fees paid by the Partner to PENGUIN WALLET in a period of twelve (12) months immediately prior to the event on which the claim is based. PENGUIN WALLET will not be liable to Acquiring Entities or third parties, who will not be able to attribute any type of damage or injury to PENGUIN WALLET caused by the Partner. PENGUIN WALLET does not guarantee, endorse or assume responsibility for any product or service advertised or offered by a third party. The Partner is solely responsible for the management of the PENGUIN WALLET Account and the Services; therefore, any damage or injury that may result from the behavior of their controllers, agents, affiliates, or subsidiaries, officials, employees, directors, representatives, and in general, any person who accesses the Services by express authorization of the Partner, shall be exclusively compensated by the Partner.

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

PENGUIN WALLET does not act as a bank, financial institution, remittance company, payment service provider, nor as a custodian of funds.

Any resources received by PENGUIN WALLET under the Services are received solely for the limited purpose of processing and subsequent transmission through duly regulated third-party payment rails designated by the User or the Partner, and in accordance with previously defined instructions and applicable compliance requirements.

At no time does PENGUIN WALLET acquire ownership, property, economic benefit, or any right over the funds processed through the Services. Such resources are neither retained, invested, lent, grouped, secured, nor used by PENGUIN WALLET for its own ends.

Any temporary holding of funds in accounts opened in the name of PENGUIN WALLET is strictly operational and transitory, and is presented solely for the purpose of facilitating the execution of payment instructions through the infrastructure of third-party providers. This holding does not constitute custody, fundraising, deposit, fiduciary trust, fiduciary relationship, or any similar relationship.

All processes of processing, settlement, compliance checks, risk monitoring, approvals, reviews, holds, delays or transaction blocks are carried out by, and remain under the responsibility and authority of the respective third-party payment rail providers. PENGUIN WALLET 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, without prejudice to the operational and compliance powers expressly provided for in these T&C.

PENGUIN WALLET will not be responsible for delays, interruptions, reverses, or restrictions originating from internal policies, compliance procedures, regulatory reviews or operations of third-party payment rail providers.

Under no circumstances shall it be understood that a custody, fiduciary, deposit, management, or any other relationship implying possession or fiduciary administration of funds is established between PENGUIN WALLET and the User or Partner.

SECTION 12. SERVICE FEES AND CURRENCY CONVERSION

12.1 PENGUIN WALLET Fees. PENGUIN WALLET charges fees for the provision of payment processing services, technical facilitation, orchestration of payments and use of its technological solution, as informed and accepted by the User or Partner at the time of the transaction or contracting the corresponding Service.

12.2 Third-party costs. The applicable fees may incorporate, reflect, or be affected by costs associated with duly regulated third-party providers, including, but not limited to, payment rail providers, acquiring entities, liquidity providers, compensation and settlement mechanisms, compliance processes, and ancillary services necessary to execute the transactions.

12.3 Currency conversion. PENGUIN WALLET does not independently provide currency exchange services, does not act as an exchange house, nor sets, determines, or guarantees currency conversion rates.

Any currency conversion that may apply to a transaction will be carried out exclusively by third-party providers, under their own terms, conditions, pricing policies, and regulatory frameworks.

12.4 Estimated values. When applicable, the estimated liquidation values, results of conversion, or net amounts to be received may be communicated to the User or Partner on a reference or estimated basis, which may vary between the time of transaction authorization and its actual liquidation, due to market fluctuations, processing times, compliance validations, or policies of the intervening third parties.

12.5 Absence of guarantees on rates or results. PENGUIN WALLET does not guarantee obtaining a specific, preferential, or more favorable exchange rate, nor assumes any responsibility for exchange differences, market variations, spreads, adjustments, or costs arising from currency conversion performed by third parties.

SECTION 13. INTELLECTUAL PROPERTY

PENGUIN WALLET and its licensors are the exclusive owners of all rights, titles, and interests in the 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 or contained in the API, the Services, and the Platform (the “PENGUIN WALLET Intellectual Property”) or any copy thereof. All rights of PENGUIN WALLET and its licensors not expressly granted to the Partner in these T&C are reserved.

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

PENGUIN WALLET and its licensors do not sell to the Partner nor does the Partner have the right to sublicense the PENGUIN WALLET Intellectual Property and that of its licensors.

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

SECTION 14. AUTHORIZATION FOR MANAGEMENT OF PERSONAL DATA

The Partner acknowledges and accepts PENGUIN WALLET's Personal Data Processing Policy, which explains how the personal information provided by the Partner is collected, used, and protected. This Policy is available on the website pinguinowallet.com.

General Provisions

As a Partner, I authorize PENGUIN WALLET or whoever represents its rights in Colombia and/or abroad, to comply with the law, the operation of the financial operation, the offering and administration of products and/or services, among others, so that in the development of activities comprising its corporate purpose, my personal data may be requested, stored, consulted, verified, transmitted, shared, processed, modified, updated, clarified, removed, disclosed, preserved, or subject to any type of treatment operation 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 for the Offering and Administration of Products and/or Services: As a Partner, I authorize PENGUIN WALLET to: a) contact me via telephone, instant messaging directly or through its providers, send messages by any means, as well as emails and social media messages; b) share information with providers and partners; c) consult, request, or verify my location or contact information in public or private entities, in Colombia or abroad; d) analyze my consumption habits; e) obtain from me all information required, such as personal data, biometric data, access to facial recognition, fingerprints, and my electronic devices' voice identification and location.

In addition to the aforementioned purposes, the following are also considered so that PENGUIN WALLET: (a) validates and verifies my identity for the offering and administration of products and services; (b) offers and provides its products or services through any means or channel for my benefit; (c) supplies commercial, legal, product, security, service, or any other information; (d) conducts commercial analysis and investigations, data analytics, statistics, risk analysis, market and financial analysis, and builds aggregated information that may be shared with its own customers and third parties.

I declare that: i) I have been informed of my right to know, update, and rectify my Personal Data and know the optional nature of my responses to questions that are asked when they involve sensitive data; ii) This information is true, may be used for the update process, and is verifiable at any time, and I commit to update or confirm at least once a year or each time it is necessary. I similarly agree to notify any changes related to contact data, tax residence, residence, and commercial activity within 20 days following the date of the change; iii) For the update, only fill in the information that has changed over the past year; therefore, the information not filled in remains valid.

For more information, you can contact: info@pinguinowallet.com

Revocations: Without prejudice to the authorizations I have granted to PENGUIN WALLET for the treatment of personal data, I declare that I am aware of the right that assists me to revoke under the terms set out in the law any of the following authorizations: (i) sending text messages for commercial offers; ii) sending emails for commercial offers; iii) commercial offers via telemarketing for products that I do not have with PENGUIN WALLET; and (iv) sharing information with allied third parties so that they offer their products, through channels enabled by PENGUIN WALLET.

SECTION 15. OTHER PROVISIONS

Exchange Obligations: It is the Partner's responsibility to comply, at their own account and risk, with all legal obligations regarding exchange matters that may apply to them through the use of the Services. The Partner is responsible for understanding the exchange regulations of the commercial activity they carry out using PENGUIN WALLET Services.

Modification of the T&C: PENGUIN WALLET reserves the right to change, add, or modify these T&C at any time and without any form of indemnification. PENGUIN WALLET will publish said changes on the website wpayments.co, or by other reasonable means. Eventually, PENGUIN WALLET may send you a notification to your email or place a notice through its platform, by email, or by other reasonable means. For those who are already active Partners, the modifications will come into effect ten (10) calendar days following the date of publication. If after ten (10) days, the Partner has not requested the Voluntary Cancellation of their PENGUIN WALLET Account, it is understood that they have accepted the new modifications of these T&C. For new partners, the modified T&C apply from their acceptance at the time of creating the PENGUIN WALLET Account. The Partner should periodically check the PENGUIN WALLET website to review modifications to these T&C. The Partner can know when the 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 PENGUIN WALLET website.

Dispute Resolution: The law applicable to the interpretation, execution, termination, collection of sums of money, and in general the law applicable to any aspect of these T&C will be Colombian law. Consequently, any controversy or dispute incurred by the parties as a result of the execution, interpretation, or compliance with these T&C, which could not be resolved directly by the parties, will be submitted to the competent jurisdictional authorities in the city of Medellín.

The Partner will keep PENGUIN WALLET and its employees, representatives, agents, directors, shareholders, contractors or subcontractors, suppliers, or service providers, harmless and will defend them at their own cost against (i) any wrongful or negligent act or omission by the Partner or, their employees, representatives, shareholders, contractors or subcontractors, suppliers or service providers; (ii) violations of any contractual or legal provision strictly related to the object of these T&C that obligate the Partner, such as regulatory, banking, tax obligations, and any labor obligations towards its employees or service providers, whether for wages, benefits or compensation; (iii) any claim, demand, or suit initiated by a third party (including Colombian or foreign government authorities at any level) against PENGUIN WALLET that could affect their respective assets based on or deriving from any of the concepts listed here, (iv) illegal or inappropriate use of the Services, (v) violation of any third-party rights, including, without limitation, privacy, publicity, or intellectual property rights, (vi) fraud resulting from identity theft by cardholders or holders of means of payment or, (vi) any non-compliance of the Partner with the Acquiring Entities' duties arising from these T&C, the Consumer Statute, or, in its absence, applicable laws.

If a third-party claim is made against PENGUIN WALLET, PENGUIN WALLET will notify the Partner of the claim and provide copies of all related documentation. Such notice and documentation will be provided as soon as possible. PENGUIN WALLET may cooperate with the Partner and their attorneys by providing information for the investigation and defense of such claim and any appeal.

These T&C, the Privacy Policy, Import announcements, and any other document that the Partner accepts for the provision of the Services constitute the sole and total document between PENGUIN WALLET and the Partner to regulate the legal relationships arising from the Services, and therefore invalidates any previous verbal or written proposal made regarding the same Services, and shall serve as executive merit for enforcing all obligations and performances 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 they reflect the total, unique, and full will to accept the terms regarding the provided Services, made in good faith. If any provision or part of these T&C is found to be invalid or unenforceable, it shall be reformed and interpreted to fulfill the purposes of such provision to the fullest extent possible; but in any case, all remaining provisions shall continue in full force and effect.

Assignment. The Partner may not assign these T&C or any right or license granted under these T&C, or assign the operation of the PENGUIN WALLET Account to third parties without the prior consent of PENGUIN WALLET. Any attempted assignment will be considered invalid without the authorization of PENGUIN WALLET. If the Partner wishes to assign their contractual position in these T&C, they must contact PENGUIN WALLET to follow the stipulated procedure. If PENGUIN WALLET accepts the proposed assignment, the new Partner must assume all rights and obligations set forth in these T&C. PENGUIN WALLET may assign these T&C at its discretion without the consent of the Partner and without any restrictions, for which prior notice will be given to the Partner.

This contractual relationship is for an indefinite term. Termination will occur when (i) the Partner requests Voluntary Cancellation, (ii) PENGUIN 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 shall survive the termination of this contractual relationship.

SECTION 16. SETTLEMENT SERVICE THROUGH DIGITAL ASSETS 

16.1 Nature of the service
The Settlement Service through Digital Assets is a strictly operational and technical mechanism that allows the Partner to receive the settlement of the Income generated on platforms or digital ecosystems using internal units of value, credits, or equivalent mechanisms, through stable value digital assets.

This service does not constitute, nor may it be interpreted as, a financial intermediation activity, buying and selling of crypto-assets, custody of digital assets, investment advisory, exchange activity, or provision of financial services of any kind.

16.2 Role of PENGUIN WALLET
PENGUIN WALLET acts exclusively as a technological facilitator and operational orchestrator of the settlement, without assuming at any time the custody, administration, control, possession, or disposal of digital assets.

In particular, PENGUIN WALLET:

• Does not manage or control digital wallets (wallets)

• Does not hold private keys

• Does not maintain unilateral control over digital assets

• Does not guarantee values, stability, liquidity, or economic results

16.3 Enabled digital assets
The service is limited exclusively to the use of stable value digital assets, such as USDC or USDT, or those that PENGUIN WALLET expressly authorizes in the future, provided they have sufficient adoption, traceability, and operational acceptance.

16.4 Irreversibility and execution
Once the Partner issues the order for settlement through digital assets and it is confirmed, the operation cannot be canceled, reversed, or modified, given the technical and irreversible nature of such transactions.

16.5 Execution timelines and validations
PENGUIN WALLET will have a period of up to three (3) business days from the receipt of the request to execute the settlement, during which it may:

• Verify the information provided,

• Validate the production or income to be settled,

• Confirm the availability of the balance,

• Execute compliance, security, and fraud prevention controls.

16.6 Risks assumed by the Partner
The Partner recognizes and accepts that the use of digital assets carries inherent risks, including, but not limited to:

• Value fluctuations

• Technological risks

• Errors in the information provided

• Operational failures of third parties

• Inability to reverse

The Partner declares that they fully understand these risks and assume exclusive liability for any loss or economic impact derived from the use of this service.

16.7 Exoneration of liability
PENGUIN WALLET will not be liable, directly or indirectly, for:

• Economic losses

• Property damages

• Transmission errors

• Third-party failures

• Unforeseen risks

• nor for the impossibility of recovering digital assets once the operation has been executed

The Partner expressly and irrevocably releases PENGUIN WALLET from any claim related to the use of this service.

16.8 Regulatory compliance and source of funds
The Partner guarantees that the income subject to liquidation:

• comes from lawful activities

• complies with applicable regulations

• is not related to money laundering, financing of terrorism, or other prohibited activities

PENGUIN WALLET reserves the right to reject, suspend, or block any operation when there are risk alerts, regulatory non-compliance, or requests from competent authorities.

16.9 Authorizations and debits
In the event of fines, penalties, adjustments, or reproccesing attributable to the Partner, the Partner expressly authorizes PENGUIN WALLET to make the corresponding debits in future liquidations, in accordance with what is stipulated in these T&C, without prejudice to any legal actions that may arise.

PAY ME NOW

The Pay Me Now service is a tool designed for Partners of our PENGUIN WALLET Account to advance pending balances to be liquidated by outsourcing service receivers, allowing safe and agile access to working capital. This service is not an instrument for carrying out commercial activities in the exchange market, trading, forex, and/or currency market.

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

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

The Partner 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 schedule, PENGUIN 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 established by PENGUIN WALLET, the payment will be made the same business day, guaranteeing the transaction with our rate of the day's TRM.

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

The Partner may cancel the Pay Me Now service without cost one (1) hour after the processing submission; after this period and up to three (3) hours, the cancellation will incur a cost of five dollars ($5 USD), which will be automatically debited from the next current liquidation.

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

PENGUIN WALLET will automatically deduct the amount advanced in Pay Me Now in the next regular and current period liquidated by the service receiver; in case PENGUIN WALLET does not make the corresponding deduction in that period, it may execute it automatically in the following cycle.

DURATION The present Policy of Terms and Conditions was approved on December 19, 2025, and starts to take effect from that same date.