Terms and Conditions

Company

KARROT COLOMBIA S.A.S., a company incorporated under the laws of Colombia, identified with Tax ID (NIT) 901726090-8, domiciled in the city of Bogotá, hereinafter referred to as "Karrot" for the purposes of these Terms and Conditions.

Definitions

Services: All functionalities included within the Platform, related to Point of Sale (POS) functions, including inventory management, electronic invoicing, among others.

Users: Any person who, as an end recipient, uses the Platform to access the various services it offers.

Platform: A platform that allows Users to create their account, interact with other Users, and access the Services. This Platform may be accessed via website or mobile application, operating under the Karrot® brand.

Karrot: The company Karrot Colombia S.A.S., identified with NIT 901726090-8.

Cookies: Virtual text strings stored through the use of the Platform by Karrot, to consult user activities and preferences.

Personal Data: Any information that allows identifying or making identifiable a natural person.

Object

This document sets forth the terms and conditions (the "T&Cs") governing the commercial contractual relationship between Users who access the Karrot Platform and the Services derived from it. Karrot may enable certain functionalities described as Services at its discretion. Likewise, Karrot reserves the right to conduct tests of different products, communications, and pricing without prior notice.

By accepting these T&Cs, Karrot grants the User a license to use the Platform, along with training, implementation, and support, with the User obligating itself to pay the agreed amounts for the Services.

General aspects

Through the Platform, Karrot offers a series of Services related to payment point administration for businesses. The scope of the Platform includes:

• Loading and managing product inventory across one or multiple User stores.
• Facilitating the issuance of electronic invoices, credit and debit notes, and payment vouchers from the User to their clients.
• Sending required documents via email.
• Access with permissions for one or more users according to the plan chosen by the User.
• Managing multiple processes and branches according to the plan chosen by the User.
• Any other services communicated by Karrot to its Users.

Acceptance

Users expressly represent having legal capacity to use the Platform and to carry out commercial transactions enabled therein. Likewise, Users represent having fully read and understood these T&Cs and commit to complying with them.

Karrot reserves the right to update and modify these T&Cs, as well as the features and functionalities of the Services, unilaterally and without prior notice at any time. Such modifications shall take effect upon publication on the Platform.

Bonding

To access the Services, Users must consider the following:

• Each User must create an account on the Platform, accepting the T&Cs and the Personal Data Processing Policy.
• Account creation requires Karrot to verify each User's identity, requesting certain personal information (including but not limited to name, age, identity document, address, among others).
• Karrot will conduct, directly or through third parties, a verification process of Users in various databases to ensure compliance with Karrot's compliance policies.
• If onboarding of legal entities is enabled, the information requested will include information about the legal entity and its legal representative.
• Once all information is submitted, Karrot may accept or reject account creation under its own onboarding criteria.

User representations and warranties

When requesting account creation, each applicant declares, under oath, that the following statements are true and will remain true throughout the time the account is maintained on the Platform:

• All information provided will be true and accurate at all times.
• The User has the capacity and authorizations to onboard Karrot and accept these T&Cs.
• The account holder does not reside in countries or territories considered high-risk according to the criteria established by competent authorities in Colombia or the Financial Action Task Force.
• The use of the Services will comply with applicable legal and regulatory provisions.
• The account holder is not involved, directly or indirectly, in illicit, illegal, or risky activities.
• The account holder is not linked to judicial proceedings related to money laundering, terrorism financing, corruption, or other illegal activities.
• The User accepts sole responsibility for safeguarding their username and password.
• The User will not take any action that could disable, overload, or damage the Platform's operation.
• The User acknowledges and accepts the risks associated with transactions on the Platform and assumes all risks derived from using the Services.

User obligations

• Have the necessary equipment for the proper functioning of the Platform.
• Provide complete, truthful, and timely information required by Karrot.
• Promptly report any circumstance that may alter the execution of the services.
• Respond promptly to Karrot's requests and follow instructions on Platform use.
• Pay amounts due in the form and timeframe stipulated.
• Be responsible for the quantity and quality of information entered into the system.
• Maintain the confidentiality of access credentials.
• Respect intellectual property rights and avoid unauthorized access to third-party networks, computers, or information.
• Know and comply with Colombian regulations on Electronic Invoicing.
• Hold Karrot harmless from any labor, tax, or other claims arising from activities unrelated to the services.
• Comply with any other obligations arising from the execution of this agreement.

Billing mandate

By accepting these T&Cs, Users grant Karrot a mandate with representation to invoice or coordinate the issuance of electronic invoices to the User's clients for product purchases through the Platform, directly or through third parties.

Revocation of this mandate only occurs upon definitive closure of the User's account on the Platform.

The mandate granted herein shall be compensated in accordance with the corresponding costs and commissions established in these T&Cs.

Cancelation

Users may, at any time, request account cancellation subject to the following:

• The User must not have any pending obligations with Karrot or third parties associated with the Services.
• The User must request account cancellation directly from Karrot.
• Cancellation will not proceed if the User has any outstanding payment obligations.

Information management

Information collected by Karrot is provided by Users freely and voluntarily for administration purposes, including collection, storage on Karrot or third-party servers, internal circulation, and communication of commercial, advertising, and marketing information.

Collected data will be analyzed to improve the web portal's business strategy using business intelligence and data mining tools.

Users may exercise their right to know, update, modify, and delete personal data in accordance with Karrot's Personal Data Processing Policy.

Intellectual property

The Intellectual Property of the Platform is the exclusive property of Karrot, including all software, its parts, and any distinctive signs such as trademarks, name, logo, and components.

Copying and/or distributing Karrot's software, in whole or in part, is prohibited. Karrot's software is for personal use only and is non-transferable under any title or modality.

Confidentiality

"Confidential Information" means all information communicated by any means by Karrot or its collaborators in relation to the services, including technical, scientific, financial, legal, fiscal, and commercial information, business models and strategies, know-how, and information related to clients and partners.

Any unauthorized disclosure and use of Confidential Information entails the obligation to compensate Karrot and third parties for damages caused.

Taxes

Users are solely responsible for paying all applicable taxes, fees, contributions, duties, and charges related to their activities under the Services.

Karrot does not provide any tax advice.

Liability

Users acknowledge that Karrot, its employees, collaborators, representatives, administrators, and shareholders shall not be liable for loss of profit or any consequential, special, indirect, or incidental damages arising from or related to operations on the Platform.

Contents

Through the Platform, Karrot may make commercial and advertising information available to Users, its own or from third parties. Karrot does not endorse, guarantee, or commit its responsibility for services and/or products commercialized by such third parties.

All information made available on the Platform is legitimately used by Karrot pursuant to Andean Community Decisions 351 of 1993 and 486 of 2000, and Law 23 of 1982.

How the platform works

Karrot administers the Platform directly or through third parties. However, Karrot shall not be liable for direct or indirect damages suffered by the User due to the use or inability to use the Platform.

The Platform is available 24 hours a day with 99% uptime (except for force majeure events or downtime due to repairs or technical improvements).

E-commerce

In compliance with Colombian provisions on data messages under Law 527 of 1999, it is communicated that national legislation recognizes the validity of data messages, which therefore acquire evidentiary character and legal standing.

Use of cookies

The Platform uses its own and third-party cookies to: (i) optimize the services offered, (ii) provide a better browsing experience, and (iii) provide Users with information according to their preferences.

These cookies may be session-based or permanent; essential, personalization, analytics, or advertising cookies.

Users accept that the Platform uses cookies to collect information about their interaction. Users may configure their browser to reject all cookies.

Address and applicable legislation

These Terms and Conditions are governed entirely by Colombian Law. Any dispute shall first be addressed directly and amicably between the parties. If no agreement is reached within fifteen (15) calendar days of written notification, the dispute shall be decided by the ordinary jurisdiction.

Divisibility

If any term of these T&Cs is found invalid or unenforceable by a competent court, the remaining provisions shall remain in full force and effect.

Resignation

No waiver shall operate or be construed as a waiver with respect to any breach not expressly identified in such waiver in writing.

Validity

These T&Cs are in effect from their publication and apply to all Services executed from that date forward. Karrot may modify these T&Cs from time to time.