Terms and Conditions for Payment Services · Colombia | Legal

These Terms and Conditions of Payment Services (hereinafter, the “Agreement”) govern the relationship between Rampa Colombia S.A.S., a company identified by NIT 901.700.811-9 that operates commercially under the name “Rio Colombia” (hereinafter, “Rio Colombia” or “we”), and the individual or legal entity that, in its capacity as a "Merchant," accesses the Payment Services through the Platform.

By accepting this Agreement—whether by clicking, electronic signature, or another mechanism enabled on the Platform—the Merchant expresses its full and unconditional agreement with all its terms. Such acceptance has full legal effect in accordance with Law 527 of 1999 and other regulations on electronic commerce in Colombia.

If the Merchant does not agree with any provision of this Agreement, they must refrain from accessing or continuing to use the Payment Services.

SECTION 1. DEFINITIONS

The following terms have the meanings indicated below, in both the singular and plural:

"Affiliate": any person that directly or indirectly controls, is controlled by, or is under common control with Rio Colombia, in accordance with Articles 260 and 261 of the Commercial Code.
"Competent Authority": any judicial, administrative, regulatory, tax, foreign exchange, or self-regulatory authority, in Colombia or abroad, with jurisdiction over the parties, the Payers, the Payment Transactions, or the Payment Services.
"Regulatory Change": any regulatory change, requirement, or ruling by a Competent Authority, or modification in compliance criteria of third parties in the payment chain, which, in the reasonable judgment of Rio Colombia, affects the legality, viability, cost, structure, or risk profile of the Payment Services.
"Merchant": the individual or legal entity that accepts this Agreement to access Rio Colombia’s Payment Services in the course of its commercial activity.
"Agreement": these Terms and Conditions, including the Privacy Policy, the Fee Schedule published at https://www.rio.trade/, and any other policy or condition published by Rio Colombia that is incorporated by reference.
"Merchant Deposit Account": the bank or deposit account registered by the Merchant with Rio Colombia for the receipt of Disbursements.
"Exclusive Destination Account": the bank account owned by Rio Colombia, established exclusively for the deposit, temporary management, and Disbursement of Third-Party Funds, kept separate at all times from Rio Colombia’s own funds.
"Business Day": any day from Monday through Friday on which entities in the Colombian financial system normally provide their services, excluding Saturdays, Sundays, and holidays in Colombia.
"Disbursement": the crediting, transfer, or making available of funds by Rio Colombia, on behalf of and in the name of the Merchant, in favor of the Merchant or an authorized third-party beneficiary, charged to the Third-Party Funds collected.
"Confidential Information": all technical, commercial, financial, or operational information of Rio Colombia to which the Merchant has access in connection with this Agreement, including economic terms, Platform documentation, risk models, and any information that by its nature should be understood as confidential.
"Applicable Law": all laws, decrees, regulations, circulars, instructions, and other rules in force and applicable in Colombia.
"Access Mechanisms": the technological mechanisms and channels enabled by Rio Colombia through the Platform so that the Payer may execute payment orders or so that the Merchant may issue payment or disbursement instructions. The available mechanisms are those that Rio Colombia enables and communicates at any given time.
"Payment Method": any financial product or instrument enabled to make payments or transfer funds, including savings accounts, checking accounts, electronic deposits, bank transfers, and any other mechanism expressly enabled by Rio Colombia. Payment Methods other than bank transfers and electronic deposits will require prior written authorization from Rio Colombia.
"Payment Transaction": any payment instruction, order, or transaction initiated by a Payer in favor of the Merchant and processed through the Platform or the Access Mechanisms enabled by Rio Colombia.
"Payer": the individual or legal entity that executes a payment order in favor of the Merchant through the Platform.
"Payment System Participants": the financial institutions, acquirers, processors, networks, technology providers, and other third parties involved in the authorization, processing, clearing, settlement, or support of a Payment Transaction.
"Platform": Rio Colombia’s proprietary or licensed technological infrastructure through which Payment Transactions and Disbursements are processed, transmitted, and executed.
"PSP (Payment Service Provider)": an agent that provides technological services for access, processing, collection, and disbursement of payments. Rio Colombia acts exclusively as a PSP and not as a financial institution, foreign exchange intermediary, custodian, exchange, trustee, depositary, broker, or advisor to the Merchant.
"Claim": any request, complaint, claim, dispute, support request, fraud report, or demand related to a Payment Transaction or the use of the Payment Services.
"Third-Party Funds": funds received by Rio Colombia on behalf of and in the name of the Merchant as a result of approved Payment Transactions, intended to be reconciled and disbursed in accordance with this Agreement. They do not constitute Rio Colombia’s own assets or deposits in its favor.
"Reserve": any amount withheld, frozen, or not disbursed by Rio Colombia from Third-Party Funds or the Available Balance to cover contingencies such as fraud, chargebacks, returns, penalties, orders from a Competent Authority, or any reasonably identified risk.
"Available Balance": the net amount credited to the Merchant in Rio Colombia’s operational records, after deducting Fees, valid Claims, taxes, withholdings, Reserves, pass-through costs, and other applicable adjustments.
"Payment Services": the payment collection, disbursement, and processing services provided by Rio Colombia to the Merchant in accordance with Section 2 of this Agreement.
"Fee": the remuneration that the Merchant pays to Rio Colombia for the provision of Payment Services, in accordance with the Fee Schedule published at https://www.rio.trade/ or the specific terms agreed upon in writing.

SECTION 2. PURPOSE AND NATURE OF THE SERVICE

2.1. Rio Colombia provides the Merchant, on a non-exclusive basis and subject to the availability of the Platform and the onboarding requirements, with the following Payment Services:

(a) Collection: Rio Colombia enables the Merchant to receive payments from its Payers through the Platform, collects on behalf of and in the name of the Merchant the Third-Party Funds derived from Payment Transactions, and, once the applicable verifications have been completed, disburses the Available Balance to the Merchant.
(b) Disbursement to third parties: when Rio Colombia expressly authorizes it, it will execute Disbursements in favor of third-party beneficiaries designated by the Merchant. The Merchant is solely responsible for the accuracy, sufficiency, and legality of the corresponding instructions.

2.2. The Payment Services are exclusively technological and operational. Rio Colombia acts solely as a PSP: it does not collect funds from the public, does not receive deposits, does not act as a financial intermediary, does not grant credit, does not pay interest on balances, and is not a counterparty to transactions between the Merchant and its Payers. Third-Party Funds are managed exclusively for reconciliation and Disbursement.

2.3. Rio Colombia is not a party to the contract between the Merchant and its Payers nor does it guarantee the existence, validity, legality, or quality of the goods or services offered by the Merchant. The provision of Payment Services does not imply validation of the Merchant’s business activities nor does it exempt the Merchant from any of its legal, tax, foreign exchange, or other obligations.

2.4. The Payment Services depend on the availability and operating rules of the Payment System Participants. Rio Colombia does not guarantee the uninterrupted availability of the Platform or the success of each Transaction when this depends on third parties. Rio Colombia may provide the Services directly or through Affiliates or third parties.

2.5. Rio Colombia may establish and modify reasonable operating conditions—including cut-off times, transaction limits, and anti-fraud controls—and will notify the Merchant by reasonable means. This Agreement does not confer any exclusivity on the Merchant with respect to Rio Colombia.

SECTION 3. ONBOARDING AND ADMISSION

3.1. Access to the Payment Services is subject to prior and ongoing compliance with the onboarding, due diligence, and risk validation requirements determined by Rio Colombia in accordance with Applicable Law, its internal policies, and the requirements of the Payment System Participants.

3.2. Rio Colombia reserves the right to accept, reject, condition, limit, or reevaluate at any time the Merchant’s onboarding and the provision of any of the Payment Services, based on criteria of risk, compliance, operational viability, or Applicable Law. Rio Colombia exercises a right of admission with respect to the Merchant, which it may enforce at any time, without this giving rise to any right to compensation.

3.3. The Merchant shall provide the information and documentation required for onboarding, due diligence, and regulatory compliance. Such information must be complete, truthful, accurate, and current. The Merchant shall keep its information up to date and notify Rio Colombia, within the following 5 Business Days, of any change in its activity, business model, ownership structure, managers, beneficial owners, or any other aspect that affects the risk assessment.

3.4. Rio Colombia may request additional information at any time for due diligence or risk management purposes. The Merchant must respond to such requests within the following 5 Business Days. Furthermore, Rio Colombia may verify the information provided by consulting databases, restricted lists, credit bureaus, and other necessary sources.

3.5. The continuity of the Payment Services shall be subject to the Merchant’s continued compliance with onboarding and due diligence requirements. Failure to comply with any such requirement entitles Rio Colombia to suspend, restrict, or terminate the Agreement without compensation.

SECTION 4. MANDATE AND CONNECTION TO THE PLATFORM

4.1. By accepting this Agreement, the Merchant connects to the Platform to receive Payment Transactions from its Payers.

4.2. The Merchant grants Rio Colombia a limited mandate to: (a) enable the Access Mechanisms; (b) receive, on behalf of and in the name of the Merchant, Third-Party Funds derived from Payment Transactions; (c) process, validate, reconcile, and record such transactions; (d) apply the Fees, discounts, withholdings, Reserves, and other authorized adjustments; and (e) execute Disbursements to the Merchant or to authorized third-party beneficiaries.

4.3. The mandate is strictly limited to the operational management of the Payment Services and does not authorize Rio Colombia to enter into contracts on behalf of the Merchant, bind the Merchant to third parties, or assume tax, foreign exchange, or regulatory obligations on its behalf.

4.4. Rio Colombia may act based on instructions issued through the Platform using the Merchant’s credentials. Except in cases of willful misconduct or gross negligence on the part of Rio Colombia, it shall not be liable for instructions that reasonably appear to be valid. An instruction may only be revoked before it has been accepted for processing; once in progress, its revocation depends on Applicable Law and the rules of the Participant involved.

SECTION 5. EXCLUSIVE DESTINATION ACCOUNT

5.1. Rio Colombia will maintain one or more Exclusive Destination Accounts intended exclusively for the collection, temporary administration, and Disbursement of Third-Party Funds. Third-Party Funds will be kept separate from Rio Colombia’s own funds; they do not constitute deposits in its favor or part of its assets, and their administration does not give rise to a separate estate, trust, or individual account in the Merchant’s name.

5.2. Rio Colombia will maintain operational and accounting records that allow for the traceability of transactions processed through the Platform.

5.3. The Exclusive Destination Account shall be identified and administered in accordance with Applicable Law.

5.4. The Merchant expressly authorizes Rio Colombia to debit, deduct, or offset from Third-Party Funds or the Available Balance the Fees, taxes, withholdings, Reserves, Claims, chargebacks, transferable costs, and any other amounts for which the Merchant is liable under this Agreement. Any Disbursement shall be subject to the actual receipt, availability, and reconciliation of Third-Party Funds.

SECTION 6. DEPOSIT ACCOUNT AND DISBURSEMENT CONDITIONS

6.1. The Merchant shall register a Merchant Deposit Account with Rio Colombia for the receipt of Disbursements, which must be in the Merchant’s name at an authorized financial institution. Any changes must be requested at least 3 Business Days in advance with the required documentation. Rio Colombia shall not be liable for failed Disbursements resulting from incorrect or outdated information.

6.2. The Merchant shall only be entitled to the Disbursement of the Available Balance, determined by Rio Colombia based on its operational records, once the effective receipt and reconciliation of Third-Party Funds have been verified and all applicable adjustments have been applied. Rio Colombia’s records serve as the basis for determining the Available Balance, without prejudice to the Merchant’s right to submit duly substantiated comments.

6.3. Rio Colombia will make the Disbursement within the timeframe published on https://www.rio.trade/, counted from the time the Third-Party Funds are effectively received and reconciled. This period shall be extended in the event of Claims, chargebacks, fraud alerts, requests from Competent Authorities, the need for Reserves, inconsistencies in Merchant information, force majeure, or any other circumstance that reasonably prevents the Disbursement.

6.4. A Payment Transaction shall be deemed collected only when the Third-Party Funds have been effectively received, identified, and reconciled by Rio Colombia. No notification, operational confirmation, or status on the Platform constitutes definitive confirmation or obligates Rio Colombia to disburse prior to such verification.

6.5. Rio Colombia may establish, maintain, increase, or apply Reserves and retain Third-Party Funds or Available Balance when reasonably necessary to cover Claims, chargebacks, refunds, fraud or AML/CFT risks, regulatory requirements, or any reasonably identified contingency. If the Merchant presents unusual levels of transactional risk, Rio Colombia may additionally: request additional information, establish transaction limits, modify Disbursement timelines, reject specific Transactions, or suspend Payment Services.

6.6. Payment Transactions may be subject to Claims, chargebacks, refunds, or reversals arising from Applicable Law, rules of Payment System Participants, requests from Payers, or decisions by authorities. Rio Colombia shall be entitled to address such events through the withholding, offsetting, deduction, or recovery of the corresponding amounts.

6.7. If Third-Party Funds or the Available Balance are insufficient to cover any amount owed by the Merchant, the Merchant must pay it to Rio Colombia within 5 Business Days of the request. Rio Colombia may offset such amounts against future payments and withhold disbursement until the outstanding amounts are paid.

SECTION 7. FEES, TAXES, AND BILLING

7.1. In consideration for the Payment Services, the Merchant shall pay Rio Colombia the Fees published at https://www.rio.trade/ or the specific terms agreed upon in writing. Fees shall accrue as the Services are provided and may be debited directly from Third-Party Funds or the Available Balance.

7.2. The Merchant shall review the statements made available to it and raise any duly substantiated objections within the following 15 calendar days. If this period expires without a written objection, the Merchant shall be deemed to have accepted the corresponding document.

7.3. The Fees do not include any taxes, withholdings, or levies applicable under Applicable Law, which shall be borne by the Merchant. Rio Colombia will apply any withholdings it is required to make. The Merchant shall also be responsible for any costs, penalties, and commissions incurred by Rio Colombia as a result of Claims, chargebacks, fraud, or breaches by the Merchant.

7.4. Rio Colombia may modify the Fees with a minimum of 15 calendar days’ notice, unless the modification results from changes in Applicable Law or is necessary to mitigate a Regulatory Change, in which case it will take effect on the date indicated in the notice. If the Merchant does not agree, it may terminate the Contract in accordance with Section 16 prior to the effective date; otherwise, it shall be deemed to have accepted the new Fees.

7.5. Rio Colombia may adjust the Fees annually by a percentage equivalent to the CPI variation certified by DANE for the previous year, with automatic effect as of January 1 of each year.

SECTION 8. REPRESENTATIONS AND WARRANTIES OF THE MERCHANT

8.1. By accepting this Agreement, the Merchant represents and warrants that:

(a) Capacity: it has full legal capacity and possesses all necessary authorizations to accept this Agreement.
(b) Information: all information provided to Rio Colombia is true, complete, and up-to-date, and will remain so throughout the term of the Agreement.
(c) Regulatory Compliance: it conducts its business in accordance with Applicable Law and holds all required permits, licenses, and authorizations.
(d) Legality of Funds: its business is lawful, and the funds subject to the Payment Services originate from lawful activities. It will not use the Payment Services for ML/TF, weapons proliferation, corruption, fraud, sanctions evasion, or any conduct contrary to Applicable Law.
(e) Authorized Use: You will use the Payment Services exclusively in your own name and for the purposes disclosed to Rio Colombia, without channeling third-party transactions or acting as an aggregator or intermediary without authorization.
(f) Relationship with Payers: You are solely responsible for your relationship with Payers, the accuracy and legality of the instructions provided, and the legitimacy of the Payment Transactions.
(g) AML/CFT: You comply and will comply with Applicable Law regarding AML/CFT/FPADM and, if required, have the corresponding prevention system in place (SAGRILAFT or equivalent).
(h) Sanctions Lists: Neither the Merchant nor its directors, representatives, controlling shareholders, or beneficial owners appear on sanctions lists nor have they been sanctioned for AML/CFT, corruption, fraud, or equivalent conduct.
(i) Material Changes: The Merchant shall notify Rio Colombia in advance of any material change in its business activities, business model, or ownership structure that may affect the risk assessment.
(j) Regulatory independence: the relationship with Rio Colombia does not constitute proof of regulatory compliance nor does it exempt the Merchant from its own legal obligations.

8.2. The Merchant continuously updates and reaffirms these representations throughout the term of the Agreement. Any breach of these representations, whether subsequent or initial, entitles Rio Colombia to immediately suspend or terminate the Payment Services.

SECTION 9. MERCHANT’S OBLIGATIONS

9.1. Without prejudice to the other obligations set forth in this Agreement, the Merchant agrees to:

(a) Lawful Use: use the Payment Services for lawful purposes and in connection with the reported business activity; comply with Applicable Law and Rio Colombia’s operating conditions; refrain from processing third-party transactions or using the Platform for activities that expose Rio Colombia to legal, regulatory, or reputational risks.
(b) Information and Documentation: provide complete, accurate, and up-to-date information; maintain all required permits and licenses in good standing; retain records of Payment Transactions for the period required by Applicable Law; and promptly respond to Rio Colombia’s requests for information.
(c) Payment of Fees: pay the Fees and any other amounts due under this Agreement in a timely manner.
(d) Security and Integrity: diligently safeguard your credentials and access to the Platform; immediately notify Rio Colombia of any unauthorized access, security incident, fraud, or operational error; issue only clear and legitimate instructions; and refrain from interfering with the Platform, artificially splitting transactions, or altering the traceability of Payment Transactions.
(e) Regulatory Compliance: comply with its obligations regarding AML/CFT, consumer protection, data protection, habeas data, e-commerce, billing, tax, and foreign exchange.
(f) Relationship with Third Parties: be accountable to your Payers and third-party beneficiaries for the underlying relationship; cooperate with Rio Colombia in addressing Claims and investigations; and provide prior notice of any material changes to your business model, products, or Payer profile.
(g) Responsibility for persons under its care: be accountable to Rio Colombia for the acts of its employees, contractors, and any third party with access to the Platform as if they were its own acts, and take reasonable measures to mitigate the effects of any error, fraud, or contingency.
(h) Foreign Exchange Compliance: determine the foreign exchange nature of its transactions, comply with applicable regulations, and file the required declarations and records. Rio Colombia may transmit operational foreign exchange information based on the Merchant’s data, without assuming the role of a foreign exchange intermediary.

SECTION 10. PROHIBITED AND RESTRICTED ACTIVITIES

10.1. The Merchant may not use the Payment Services for activities that are unlawful or incompatible with Rio Colombia’s risk policies or the rules of the Payment System Participants. In particular, the following are prohibited: (a) ML/TF/FPADM; (b) fraud, impersonation, swindling, or misappropriation; (c) corruption, bribery, or evasion of sanctions; (d) goods or services prohibited by Applicable Law; and (e) transactions whose origin or destination cannot be reasonably verified.

10.2. The following activities require prior written approval from Rio Colombia: (i) online gambling and betting; (ii) unsupervised financial services; and (iii) any activity that Rio Colombia classifies as high-risk. Rio Colombia may authorize, reject, suspend, or condition access and revoke any authorization if the Merchant’s risk profile or Applicable Law changes.

10.3. Rio Colombia may verify at any time the Merchant’s use of the Payment Services. A breach of this Section entitles Rio Colombia to suspend, restrict, or terminate the Payment Services, withhold funds, and exercise any other contractual or legal rights, without this giving rise to any right to compensation.

SECTION 11. LIABILITY

11.1. Rio Colombia’s obligations are of means and not of result. Rio Colombia will provide the Payment Services with reasonable diligence but does not guarantee the uninterrupted availability of the Platform or the success of each Transaction when such success depends on third parties.

11.2. Rio Colombia shall be liable to the Merchant only for direct damages that are the immediate and proven consequence of a breach of its express obligations under this Agreement, within the scope of its reasonable control. Rio Colombia shall not be liable for: (a) the underlying relationship between the Merchant and its Payers; (b) errors in the Merchant’s information or instructions; (c) unauthorized use of the Platform unless due to gross negligence on the part of Rio Colombia; (d) the inability to revoke instructions that have already been processed; (e) decisions by Competent Authorities or Payment System Participants; or (f) acts of the Merchant or persons under its control. Except in cases of willful misconduct or gross negligence, Rio Colombia shall not be liable for indirect damages, lost profits, loss of opportunity, or reputational damage.

11.3. Rio Colombia’s total liability to the Merchant shall not, under any circumstances, exceed the total amount of Fees actually paid during the 12 months immediately preceding the triggering event.

11.4. The Merchant shall be liable to Rio Colombia and its Affiliates for damages, losses, and costs arising from: (a) breach of this Agreement or Applicable Law; (b) false or outdated information; (c) the illegality of its activity or underlying relationship; (d) errors in instructions; (e) fraud, willful misconduct, or negligence on the part of the Merchant or persons under its control; (f) claims and demands arising from its conduct; (g) misuse of the Payment Services or the Platform; or (h) any act attributable to the Merchant or persons for whom it is responsible. The Merchant agrees to defend, indemnify, and hold harmless Rio Colombia, its Affiliates, and personnel against any claim or cost, including attorneys’ fees.

SECTION 12. CONFIDENTIALITY

12.1. The Merchant shall keep Rio Colombia’s Confidential Information strictly confidential, use it exclusively for the purposes of this Agreement, and not disclose it to third parties without prior written authorization, unless required by a Competent Authority. The Merchant must adopt security measures equivalent to those used to protect its own confidential information.

12.2. Information is not considered Confidential if it is in the public domain, was already in the Merchant’s possession, was developed independently, was obtained from a third party not subject to confidentiality, or must be disclosed by order of an authority.

12.3. Upon termination of the Agreement, the Merchant shall return or destroy Rio Colombia’s Confidential Information, unless its retention is required by Applicable Law. This obligation shall survive for 5 years from the termination of the Agreement.

SECTION 13. PROCESSING OF PERSONAL DATA

13.1. By accepting this Agreement, the Merchant authorizes Rio Colombia to collect, store, use, and transmit the personal data of its representatives, administrators, shareholders, and ultimate beneficiaries for: (i) onboarding and verification of the Merchant; (ii) provision and improvement of Payment Services; (iii) compliance with legal and regulatory obligations; and (iv) prevention of fraud and ML/TF. The processing will be carried out in accordance with Law 1581 of 2012, Decree 1074 of 2015, and Rio Colombia’s Privacy Policy, available at https://www.rio.trade/.

13.2. Rio Colombia may transmit such data to Affiliates, Payment System Participants, financial institutions, support providers, and Competent Authorities to the extent necessary for the purposes described.

13.3. The Merchant guarantees that it has sufficient authorizations to share with Rio Colombia personal data of Payers and third parties related to Payment Transactions, and is solely responsible for fulfilling its obligations to the data subjects.

13.4. Each party shall adopt security measures reasonably necessary to protect the personal data under its control. The Merchant shall notify Rio Colombia within 10 Business Days of becoming aware of any security incident that may materially affect the performance of this Agreement.

SECTION 14. INTELLECTUAL PROPERTY

14.1. Rio Colombia owns, or holds sufficient rights to, the Platform, APIs, trademarks, designs, databases, know-how, and other intellectual property associated with the Payment Services. Nothing in this Agreement transfers any intellectual property rights to the Merchant, except for the limited license to use provided for in this Section.

14.2. Subject to compliance with this Agreement, Rio Colombia grants the Merchant a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Platform during the term of the Agreement, exclusively for authorized purposes.

14.3. The Merchant may not, nor may it allow third parties to: (a) copy, modify, decompile, or reverse engineer the Platform; (b) create derivative works or competing products; (c) sublicense or make the Platform available; (d) circumvent security mechanisms; (e) use the Platform for unauthorized purposes; or (f) remove or obscure intellectual property notices. The license shall automatically terminate upon termination of the Agreement.

SECTION 15. COMPLAINTS AND CLAIMS

15.1. The Merchant may submit complaints or claims related to the Payment Services through the channels provided on the Platform or to the email address that Rio Colombia provides for this purpose.

15.2. Rio Colombia will address claims within 15 Business Days of receipt. If the claim involves an incorrect Disbursement or an undue withholding attributable to Rio Colombia, the correction will be made within 5 Business Days of verification of the error.

SECTION 16. MODIFICATION, SUSPENSION, AND TERMINATION

16.1. Modification

16.1.1. Rio Colombia may modify this Agreement at any time by notifying the Merchant with a minimum of 15 calendar days’ advance notice, unless the modifications are required by regulatory changes that take effect immediately, in which case they shall be effective as of the date indicated. Continued use of the Payment Services after the expiration of the notice period constitutes tacit acceptance of the modifications. If the Merchant does not agree, it may terminate the Agreement in accordance with Section 16.3.

16.2. Suspension

16.2.1. Rio Colombia may suspend, in whole or in part, immediately or at a later date, the provision of the Payment Services when: (a) the Merchant breaches this Agreement or Applicable Law; (b) there is a Claim, chargeback, or material contingency related to the Merchant; (c) there are alerts regarding fraud, identity theft, or irregular use of the Platform; (d) the Merchant fails to comply with requests for information; (e) Competent Authorities or Payment System Participants so require; (f) a Regulatory Change occurs; (g) there are material inconsistencies in the Merchant’s information; or (h) the Merchant’s risk profile changes. Suspension does not release the Merchant from its financial obligations.

16.3. Termination

16.3.1. The Merchant may terminate this Agreement at any time by notifying Rio Colombia with a minimum of 10 Business Days’ notice, provided there are no outstanding obligations, retained balances, pending Claims, or amounts owed.

16.3.2. Rio Colombia may terminate this Agreement immediately and without compensation when: (i) the Merchant commits a material breach that is not remedied within 5 Business Days of being requested to do so; (ii) the Merchant provides false or outdated relevant information; (iii) the Merchant uses the Payment Services for unauthorized prohibited or restricted activities; (iv) commits fraud, impersonation, or other unlawful conduct; (v) is included on restrictive lists or investigated for AML/CFT, corruption, or equivalent conduct; (vi) a Regulatory Change occurs that, in Rio Colombia’s reasonable judgment, makes the continuation of the service unfeasible; or (vii) Rio Colombia’s relationships with Payment System Participants are suspended or materially modified in a way that affects the provision of the Services.

16.3.3. Upon termination: (a) Rio Colombia shall cease providing the Payment Services, except as necessary for closure procedures; (b) the Merchant shall immediately cease using the Platform; (c) the parties shall fulfill any outstanding obligations; and (d) Rio Colombia may retain Reserves for as long as necessary to address contingencies, Claims, and other outstanding obligations of the Merchant. Once these matters have been addressed, Rio Colombia will proceed to disburse the remaining Available Balance.

SECTION 17. GENERAL PROVISIONS

17.1. Governing Law and Jurisdiction. This Agreement is governed by the laws of the Republic of Colombia. Any dispute arising from this Agreement shall be submitted to the jurisdiction of the courts of the Republic of Colombia located in the city of Bogotá, D.C.

17.2. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from force majeure or unforeseeable circumstances under the terms of Article 64 of the Civil Code, provided that the event is beyond its reasonable control. The affected party must notify the other party within 3 Business Days following the onset of the event and take reasonable measures to mitigate its effects. The affected obligations shall be suspended for the duration of the event, without prejudice to payment obligations already incurred.

17.3. Entire Agreement. This Agreement, together with its annexes and policies incorporated by reference, constitutes the entire agreement between Rio Colombia and the Merchant regarding Payment Services and supersedes any prior understanding, whether oral or written, on the same subject matter.

17.4. Severability. The invalidity or unenforceability of any provision shall not affect the validity of the remaining provisions.

17.5. Assignment. The Merchant may not assign this Agreement without the prior, express, and written authorization of Rio Colombia. Rio Colombia may assign it to Affiliates or to any third party that acquires or continues its Payment Services business, with notice to the Merchant.

17.6. Notifications. Communications between the parties shall be made via the registered email addresses and the channels enabled on the Platform. Notifications sent by Rio Colombia to the address registered by the Merchant shall be deemed received on the Business Day following their dispatch.

17.7. Enforceability. The parties agree that this Agreement shall be enforceable to ensure compliance with the clear, express, and enforceable obligations contained herein, in accordance with Applicable Law.

17.8. Electronic Acceptance. The electronic acceptance of this Agreement through the mechanism enabled on the Platform has full legal effect and is binding on both parties in accordance with Law 527 of 1999 and other regulations applicable to e-commerce in Colombia.

Rio Colombia (Rampa Colombia S.A.S.) — NIT 901.700.811-9 — Bogotá D.C., Colombia