Collection Mandate Agreement

PRINCIPAL: the individual or legal entity, whether or not a merchant, identified in the IntPay onboarding form that accepts this agreement electronically (the “Principal”).

AGENT: Integry S.A.S., tax ID (NIT) 901.797.651-3, domiciled in Bogotá D.C., operating under the IntPay brand (the “Agent” or “Integry”).

The parties enter into this commercial mandate agreement, governed by Article 1262 et seq. of the Colombian Commercial Code. It is part of the IntPay Terms and Conditions and the Commercial Proposal. The mandate is commercial in nature because it is a commercial act for the Agent, even where the Principal is an individual who is not a merchant. Capitalized terms have the meaning given in the Terms and Conditions, and references in them to the “Merchant” are to the Principal.

The Principal grants the Agent a mandate with representation, limited to receiving, in the Principal's name and on its behalf, the payments Payers make to the Principal for goods, services, or other lawful obligations through the Payment Methods enabled in Colombia and the United States, and to transferring the net Collected Funds to the Principal under this agreement. To that end, the Agent may:

Once approved, a payment made by a Payer through IntPay is deemed made to the Principal and discharges the Payer's obligation to the Principal for the amount paid, under Article 1634 of the Colombian Civil Code. The Principal may not demand again from the Payer the amount collected by the Agent.

Collected Funds belong to the Principal, are not part of the Agent's assets, and do not constitute deposits or the taking of funds from the public. The Agent will hold them temporarily, identified and segregated from its own funds, in collection accounts at financial institutions supervised by the Financial Superintendence of Colombia or, for payments received in the United States, with Partners authorized in that country.

The Agent may not use the Principal's funds for any purpose other than those set out in this agreement.

As compensation for the mandate, the Principal will pay the Agent the fees agreed in the Commercial Proposal, plus applicable VAT. The Principal expressly authorizes the Agent to deduct them from the Collected Funds before each Settlement.

Payments from Payers in the United States are received in U.S. dollars through Partners authorized in that country. The Principal instructs the Agent to convert those funds and bring them into Colombia on the Principal's behalf through authorized foreign exchange market intermediaries, in accordance with External Resolution 1 of 2018 of the Board of Directors of Banco de la República, Circular DCIN-83, and other applicable foreign exchange rules.

The Principal is the beneficiary of the foreign currency and the holder of the exchange transaction, unless the structure approved for the Principal provides otherwise. The Principal agrees to provide the information required for foreign exchange declarations. The exchange rate and conversion costs applied will be shown in the Settlement report.

The Principal authorizes the Agent to: (i) establish and maintain a reserve on the Collected Funds based on risk level, as provided in the Terms and Conditions; (ii) hold funds subject to claims, fraud reviews, AML/CFT alerts, or orders from authorities; and (iii) set off against the Collected Funds any amount the Principal owes the Agent, under Article 1714 et seq. of the Colombian Civil Code.

Each party bears its own taxes. The Agent and the participating financial institutions will apply the tax withholdings and deductions that correspond to them as withholding agents on the collected payments, and will provide the Principal with the corresponding certificates. Collected income is the Principal's income. Only the Agent's fees are the Agent's own income.

The Principal represents that its funds, and those it collects through IntPay, come from lawful activities, and that neither it nor, for legal entities, its directors, shareholders, or beneficial owners appear on restrictive or binding lists applicable in Colombia. The Agent may suspend the mandate, hold funds, and terminate this agreement immediately if this representation proves false, and will report suspicious operations to the competent authorities.

Where the Principal is an individual, Integry processes the Principal's personal data as controller under its Personal Data Processing Policy. With respect to Payers' personal data, the Principal acts as data controller and the Agent as data processor, except as needed for the Agent to meet its own legal obligations. This clause constitutes the data transmission agreement required by Article 2.2.2.25.5.2 of Decree 1074 of 2015. The Agent will process that data only to perform the mandate, with the security measures described in its Personal Data Processing Policy.

This agreement has an indefinite term from its acceptance. The Principal may revoke it, and the Agent may resign from it, at any time with thirty (30) calendar days' written notice, under Articles 1279 and 1283 of the Commercial Code.

The Agent may terminate it immediately in the suspension cases set out in the Terms and Conditions, or if the Principal's information proves false.

Upon termination, the Agent will render a final accounting and settle the balance owed to the Principal, after holding the funds needed to cover reversals and chargebacks during their filing period, of up to one hundred eighty (180) days. Obligations that arose before termination survive until fulfilled.

This agreement is formed upon electronic acceptance on the platform or by electronic signature, which has the same validity as a handwritten signature under Law 527 of 1999 and Decree 1074 of 2015. The platform's electronic records serve as evidence of acceptance and of the operations carried out.

This agreement is governed by Colombian law. For all purposes, the contractual domicile is Bogotá D.C. Disputes will be resolved as provided in the Terms and Conditions.