Terms & Conditions Global Card - Business
VIRTUAL ASSET CREDIT LINE AGREEMENT INSTRUMENTED THROUGH THE CREDIT CARD – LEGAL ENTITIES
This Virtual Asset Credit Line Agreement instrumented through a Credit Card (hereinafter, the "Agreement"), is entered into between DAPP COLOMBIA S.A.S., a simplified stock corporation (sociedad por acciones simplificada) identified with Tax ID (NIT) 901644165, domiciled at Calle 104 # 18A 52, Bogotá D.C., Colombia (hereinafter, "DAPP" or the "Company"), and the legal entity that applies for and contracts the instrument, duly represented by its legal representative (hereinafter, the "Client"). This Agreement governs the issuance and use of the virtual and/or physical Credit Card (the "Credit Card"), the Additional Cards requested by the Client, as well as the related services made available through the Platform (as this term is defined below).
The parties acknowledge that this instrument is based on a loan of fungible goods (Virtual Assets, as defined below), funded exclusively from DAPP's own resources, and does not constitute a financial intermediation activity nor the mass and habitual taking of funds from the public. Unlike an ordinary loan (mutuo), the Credit Line available to the Client is not a fixed, predetermined amount; rather, it corresponds at all times and dynamically to the value of the Virtual Assets (USDc and/or EURc) that the Client holds in its ARQ Business Account opened with Dólarapp México, S.A. de C.V. Such account and the assets held therein serve as the exclusive real-time payment source for the credit granted and as security for the obligations arising from this Agreement.
By accepting this Agreement through an Electronic Signature, the Client's legal representative expressly represents that it has sufficient authority to bind the legal entity it represents, that it has read, understood, and agrees to be bound by all of its terms and conditions, including the use of virtual assets (including, by way of example, stablecoins) ("Virtual Assets" or "Virtual Asset"), as well as the risks inherent to the fluctuation in their value and their nature as not recognized as legal tender in Colombia.
1. DEFINITIONS
Capitalized terms used in this Agreement shall have the meaning assigned to them below:
1.1. Virtual Assets: Digital representations of value, not deemed legal tender, currency, or securities in Colombia, issued outside national territory and supported by the Platform. For purposes of this Agreement, they constitute the fungible good that is the subject of the loan and the security for the performance of the Client's obligations. Custody and management services for these assets are provided exclusively by an independent foreign entity, and their use as a means of payment is subject to their prior liquidation or sale. The Client acknowledges that DAPP is neither the custodian nor the issuer of such assets, that the relationship with third parties is governed by separate terms, and that their use as a payment source for the Credit Card requires sufficient balances in the ARQ Business Account.
1.2. Mobile Application: The ARQ Business mobile application through which the Client, its legal representative, or the Authorized Users request, administer, manage, and review activity associated with the Credit Line and the Credit Cards.
1.3. Beneficial Owner: An individual who, pursuant to Article 631-5 of the Colombian Tax Code (Estatuto Tributario) and the provisions of the Financial Information and Analysis Unit (UIAF), exercises effective control over, or directly or indirectly benefits from, the Client.
1.4. Client: A legal entity, whether private or public, duly incorporated and in good standing under applicable law, that applies for, contracts, and uses the Credit Line and the Credit Card, acting through its legal representative and, where applicable, its Authorized Users.
1.5. Fees: Charges and costs applicable to the Credit Line and the Credit Card, detailed and published in the Mobile Application. Fees may include, among others, costs for the issuance and shipping of physical Cards, issuance of Additional Cards, ATM withdrawals, and other costs associated with the product.
1.6. ARQ Business Account: The Client's Virtual Asset account administered outside Colombia by a third party (Dólarapp México, S.A. de C.V. or its successor). The available balance in this account constitutes the exclusive payment source for settling charges made with the Credit Card and the Additional Cards, as well as the security for the Client's obligations, and is the parametric factor that dynamically and automatically determines the amount of the Credit Line available at any given time.
1.7. Business Day: Any calendar day other than Saturdays, Sundays, and holidays in the Republic of Colombia.
1.8. Drawdown: The act by which the Client, directly or through its Authorized Users, draws down, in whole or in part, on the amount of the Credit Line using the Credit Card or any Additional Card.
1.9. Account Statement: A periodic summary detailing the activity carried out with the Credit Card and the Additional Cards. For legal purposes in Colombia, amounts will be expressed in Virtual Assets, without prejudice to displaying an informational reference in Colombian Pesos (COP) at the conversion rate applied by the Platform.
1.10. Electronic Signature: An electronic signature mechanism pursuant to Law 527 of 1999 and Decree 2364 of 2012, by which the Client's legal representative expresses consent to this Agreement, on the terms set forth in Section 7.4 hereof.
1.11. Credit Line: A revolving, dynamic limit for drawing down Virtual Assets granted by the Company in favor of the Client, the available amount of which will at all times be equivalent to the balance of Virtual Assets that the Client holds in its ARQ Business Account.
1.12. PIN: Personal Identification Number associated with the Credit Card and each Additional Card, which, together with the respective physical card or digital credentials, constitutes an independent authentication factor for carrying out transactions at point-of-sale terminals, ATMs, and other channels.
1.13. Platform: The set of digital channels (website, ARQ Business mobile application, subdomains, and any other present or future platform) owned by DAPP or its technology partners, through which the services that are the subject of this Agreement are provided.
1.14. PQR: Requests, complaints, and claims that the Client may raise regarding the services provided by the Company or the operation of the Credit Card and the Additional Cards.
1.15. Claim / Clarification Request: A request submitted by the Client when it does not recognize a charge or wishes to dispute a transaction, in accordance with the procedure set forth in Section 7.8 of this Agreement.
1.16. Legal Representative: The individual who holds the legal representation of the Client pursuant to the certificate of existence and legal representation issued by the competent Chamber of Commerce or an equivalent document, and who acts on behalf of and for the account of the Client for all purposes of this Agreement.
1.17. Company: DAPP Colombia S.A.S., a commercial company that, using exclusively its own resources and without engaging in the mass or habitual taking of funds from the public, issues the Credit Card and grants the Virtual Asset drawdown instrument. The Company does not act as a foreign exchange market intermediary nor as a financial entity supervised by the Colombian Financial Superintendence (Superintendencia Financiera de Colombia).
1.18. Credit Card: A physical or virtual payment instrument issued by the Company in favor of the Client, through which the Client and its Authorized Users draw down on the Virtual Asset Credit Line.
1.19. Additional Card: Any Credit Card that the Client, through its legal representative, requests in favor of Authorized Users (employees, contractors, or other individuals designated by the Client). Additional Cards are personal and non-transferable with respect to the Authorized User for whom they were issued, but the Client retains full ownership of, and responsibility for, the transactions carried out with them.
1.20. Physical Card: A plastic or metal card sent to the address indicated by the Client, usable at merchants and ATMs.
1.21. Virtual Card: A digital card available within the Mobile Application for online purchases or payments through Wallets.
1.22. Authorized User: An individual designated by the Client, through its Legal Representative, to carry and use an Additional Card, within the limits, restrictions, and policies that the Client itself configures in the Mobile Application. The actions of the Authorized User are deemed to be carried out for the account and at the risk of the Client.
1.23. Wallet: Services that enable payments through the Authorized User's or the Legal Representative's phone by linking the Credit Card or an Additional Card. The Company is not responsible for the security or operation of such third-party wallets.
2. PURPOSE
Through this Agreement, the Company grants the Client the right to draw down Virtual Assets through a dynamic revolving balance, instrumented in the Credit Card and, if requested, in one or more Additional Cards. The Client may draw down on such balance exclusively through the use of the Credit Card and the Additional Cards (in their physical or virtual forms), the usability of which will be subject to the terms and conditions regarding the availability of balances in the ARQ Business Account set forth in this document.
First Paragraph — Special nature of the instrument. This instrument does not grant the Client a fixed or predetermined amount. The Credit Line available for drawdown through the Credit Card and the Additional Cards corresponds, at all times and automatically, to the total value of the Virtual Assets that the Client holds in its ARQ Business Account. Consequently, if the Client withdraws, transfers, or otherwise reduces the balance of its ARQ Business Account, the available amount of the Credit Line will be reduced in the same proportion, without the need for prior notice. The balance in the ARQ Business Account acts as the technical parameter, exclusive payment source, and security that enables the Client's drawdown capacity. The Client expressly accepts this feature as an essential condition of this Agreement.
Second Paragraph — Corporate nature of the Company. The Client acknowledges and accepts that DAPP is a private commercial company in the real sector, which does not have the status of a credit institution and is not subject to the inspection, control, and supervision of the Colombian Financial Superintendence (Superintendencia Financiera de Colombia). Accordingly, the Company does not engage in the mass and habitual taking of funds from the public nor does it offer financial intermediation products. Its activity is governed by the rules of private law and the Commercial Code.
Third Paragraph — Nature of the Virtual Assets. The Client represents that it is aware of and accepts that Virtual Assets are not legal tender in Colombia, do not have the power to discharge obligations, and are not considered currency or securities. The Client therefore assumes the risks arising from the digital nature and acceptance of such assets, as well as any fluctuations in their value against other currencies or assets.
3. DRAWDOWN CONDITIONS
3.1. Available Credit Line
The amount available under the Credit Line for drawdown through the Credit Card and the Additional Cards will at all times be equivalent to the value of the Virtual Assets (USDc and/or EURc) held in the Client's ARQ Business Account.
Any change in the balance of the ARQ Business Account will result in an automatic and immediate adjustment of the amount available under the Credit Line, without the need for prior notice.
The Company will calculate this value in real time, and the Client may check it directly in the Mobile Application. This amount may be unilaterally adjusted or limited by the Company based on its internal risk policies, factors affecting the Client's ability to pay, or at the Client's own instruction with respect to its Authorized Users and Additional Cards.
3.2. Drawdown Conditions
In order to make Drawdowns on the Credit Line, the Client must comply, at all times, with the following conditions:
Having submitted and kept up to date all documentation required by the Company for purposes of the know-your-customer (KYC) process, due diligence, anti-money laundering and counter-terrorist financing measures, and other applicable legal obligations.
Keeping the Client's legal representation current and notifying the Company of any changes thereto.
Maintaining in its ARQ Business Account a sufficient amount of Virtual Assets to cover the Drawdowns it intends to make and the corresponding Fees.
Being current on the payment of Fees and other charges arising from this Agreement.
Not being subject to any of the grounds for default or acceleration set forth in this Agreement.
3.3. Payment
Payments arising from the use of the Credit Card and the Additional Cards will be made automatically by deducting the equivalent balance in Virtual Assets from the ARQ Business Account.
By using the Credit Card or any Additional Card, the Client irrevocably authorizes the Company (and its technology partners) to instruct the debit and settlement of the Virtual Assets necessary to cover the amount of the charge, the Fees, and any associated expense.
First Paragraph — Since payment is automatic and concurrent with the use of the instrument, the Credit Card and the Additional Cards may only be used if the Client maintains a sufficient balance in the ARQ Business Account.
Second Paragraph — If, due to any technical error, reversal, or adjustment, an outstanding balance remains payable in favor of the Company, the Company and/or its partners reserve the right to deduct such amount from future Virtual Asset deposits made by the Client into its ARQ Business Account or from any other account or balance held in the Client's favor on the Platform.
3.4. Interest
Given the nature of the Credit Card as an instrument for drawing down Virtual Assets with immediate and automatic payment, no ordinary or default interest will accrue or be charged on Drawdowns made, without prejudice to the charging of Fees and collection expenses provided for in this Agreement.
3.5. Cash Withdrawals
The Client and the Authorized Users may make cash withdrawals at ATMs that accept the Credit Card's network. These transactions will be subject to the following conditions:
3.5.1. Conversion and Currency: The withdrawal will be made in the legal tender of the country where the ATM is located. The conversion rate from Virtual Assets to local currency will be the rate set by the card network and the Platform at the exact time of the transaction and will be disclosed to the Client.
3.5.2. Transaction Limits: The Company may set daily or monthly limits for cash withdrawals for security reasons. These limits may be lower than the available balance in the ARQ Business Account and may be set differently for each Additional Card and Authorized User.
3.5.3. Withdrawal Fee: Each withdrawal transaction will generate a Fee equivalent to three percent (3%) of the amount withdrawn, which will be automatically debited from the Virtual Asset balance of the ARQ Business Account. The Company may modify this percentage in accordance with the amendment procedure set forth in this Agreement.
Paragraph — The Client is responsible for any additional costs that may be charged by ATM owners. The Company is not liable for technical failures in third-party ATMs.
3.6. Payment Reversal and Clarification
Given the commercial nature of the Agreement and the parties' status as merchants, the Client may submit claims or clarification requests regarding charges made with the Credit Card or the Additional Cards, in accordance with the procedure set forth in Section 7.8. Any reversal process will be governed by the following rules:
3.6.1. Reversal Amount: If the reversal is warranted, the Company will credit to the Client's available Virtual Asset balance the exact number of units originally debited in the transaction that is the subject of the claim.
3.6.2. Procedure: For a reversal to proceed, the Client must submit the claim to the Company and, where applicable, to the merchant, within ninety (90) calendar days following the billing cutoff date or the date the transaction or service was performed. The Company, in its capacity as issuer of the drawdown instrument, will process the request with the payment network in accordance with the applicable card scheme standards.
3.6.3. Reinstatement of the Charge: If the reversal is rejected by the merchant following the dispute process, or bad faith is demonstrated on the part of the Client or any of its Authorized Users, the original amount in Virtual Assets will be debited again from the available balance in the ARQ Business Account.
Paragraph — The Client accepts that the Company is not the provider of the goods or services purchased and that the actual reversal depends on the merchant's response and the processing times of the payment networks and settlement entities.
4. PAYMENT SOURCE, SECURITY, AND DRAWDOWN MANDATE
4.1. Nature of the Balances in the ARQ Business Account
The Client acknowledges that the ability to use the Credit Card and the Additional Cards is intrinsically linked to the existence of Virtual Assets in its ARQ Business Account. Such Virtual Assets constitute (i) the exclusive and automatic payment source for all obligations incurred by the Client through use of the instrument, and (ii) the suitable and sufficient security accepted by the parties to secure the performance of such obligations.
4.2. Irrevocable Payment and Set-Off Mandate
The Client grants the Company an irrevocable mandate to instruct, for the account and at the risk of the Client, Dólarapp México, S.A. de C.V. (or its successor custodian) to immediately settle and debit the Virtual Assets necessary to cover charges incurred, Fees, and any outstanding balance.
This mandate authorizes the Company to:
4.2.1. Preventive Hold: Technologically restrict the drawdown of Virtual Assets in the ARQ Business Account by an amount equivalent to authorized but not yet settled transactions.
4.2.2. Automatic Set-Off: Apply, by operation of law, the balances of the ARQ Business Account to extinguish any financial obligation arising from this Agreement, without the need for judicial demand or prior notice, pursuant to Article 1715 of the Civil Code and the Commercial Code.
4.2.3. Differential Adjustment: Settle additional Virtual Assets in the event that, due to operational fluctuations or failed reversals, the initially debited balance does not cover the full amount of the obligation and the Fees.
4.3. Operational Restrictions
While transactions are pending or balances remain unsettled, the Company may limit or prevent withdrawals or transfers from the ARQ Business Account that would jeopardize the sufficiency of the payment source and the security.
4.4. Application of Payments
Virtual Assets debited from the ARQ Business Account or paid by the Client under this Agreement will be applied in the following order:
Judicial or extrajudicial collection expenses incurred by the Company;
Outstanding Fees and charges;
Failed reversals or settlement differentials;
Principal corresponding to charges made with the Credit Card and the Additional Cards.
This order of application is mandatory and may not be waived by the Client.
Paragraph — The Client accepts that the performance of this mandate is governed by freedom of contract and that the Company assumes no responsibility for the custody of the Virtual Assets, which rests exclusively with Dólarapp México, S.A. de C.V. or its successor custodian.
5. SPECIFIC FEATURES OF THE CREDIT CARD AND THE ADDITIONAL CARDS
5.1. Activation and Application
Activation of, and application for, the Credit Card and the Additional Cards will be carried out through the Platform once the Client meets the following requirements:
Being legally incorporated and in good standing, with a certificate of existence and legal representation issued within the thirty (30) days prior to the application;
Having an active account in the Mobile Application;
Maintaining Virtual Assets in its ARQ Business Account;
Accepting and signing this Agreement by Electronic Signature through its Legal Representative; and
Having satisfactorily completed the know-your-customer (KYC) process, due diligence, and anti-money laundering and counter-terrorist financing measures.
Paragraph — Approval of the Credit Card and the Additional Cards will depend on compliance with the Company's internal security requirements, due diligence, and risk policies, which may be updated periodically. The Company reserves the right to approve, reject, or limit any application without the need to provide a justification.
5.2. Modes of Use
Once the drawdown right has been approved, the Client may use the following modes, which function independently:
5.2.1. Virtual Card (Immediate Use): A personal, non-transferable digital card for secure online purchases or purchases through Wallets. The Legal Representative or the Authorized Users may generate, block, or unblock it instantly from the Mobile Application.
5.2.2. Physical Card (In-Person Use): A personal, non-transferable card for in-person purchases or ATM withdrawals. It may be requested through the Mobile Application, where issuance and shipping costs will be disclosed. For security purposes, it will be shipped inactive and will require manual activation and a PIN change by the Legal Representative or the recipient Authorized User through the Mobile Application.
5.3. Additional Cards and Authorized Users
The Client, through its Legal Representative, may request the issuance of one or more Additional Cards in favor of Authorized Users, on the following terms:
5.3.1. Designation: The designation of each Authorized User will be made through the Mobile Application. The Client must provide the identification and contact information of the Authorized User and keep it up to date.
5.3.2. Client's Responsibility: The Client is and will be jointly and severally and unlimitedly liable for all transactions, charges, Fees, and expenses generated by the Authorized Users through the use of the Additional Cards, on the same terms it would be liable for its own use of the Credit Card.
5.3.3. Internal Limits: The Client may configure, through the Mobile Application, spending limits, category restrictions, time schedules, and other controls applicable to each Additional Card. These limits are internal to the Client and do not modify the total amount of the Credit Line or the Client's liability to the Company.
5.3.4. Cancellation of Additional Cards: The Client may cancel or block any Additional Card at any time through the Mobile Application. Cancellation of an Additional Card does not extinguish the Client's obligations arising from charges made prior to cancellation.
5.3.5. Personal and Non-Transferable Nature: Each Additional Card is personal and non-transferable with respect to the Authorized User for whom it was issued. The Client undertakes to instruct each Authorized User on the proper care and use of the Additional Card and to obtain the authorizations necessary for the processing of their personal data pursuant to Law 1581 of 2012.
5.4. PIN and Authentication Factors
The Credit Card and each Additional Card will contain unique identification digits, the expiration date, the brand holder, the security code, and an integrated circuit or chip that, together with the PIN, constitute independent authentication factors enabling the Company and its partners to unmistakably identify the authorized cardholder.
Any transaction carried out with the Credit Card or an Additional Card, except for a valid claim of duly documented theft, loss, or fraud, will be directly attributable to the Client and will be presumed to have been carried out by the Client or by an Authorized User on its behalf.
If the PIN is entered incorrectly the number of times set by the Company or the payment network, the corresponding Card will be blocked for security purposes, and it will be necessary to replace it or reset the PIN through the Mobile Application.
5.5. Blocking of the Credit Card and Additional Cards
The Company may temporarily or permanently block the Credit Card and/or the Additional Cards in the following cases:
5.5.1. For Security and Compliance Reasons: Detection of suspicious activity, unusual movements, possible fraud attempts, misuse of security factors, or by order of a competent authority.
5.5.2. For Fund Availability Reasons: If the balance in the ARQ Business Account is insufficient to cover outstanding charges or Fees, or if the Client withdraws the Virtual Assets that serve as the payment source and security.
5.5.3. For Account Management Reasons: A closure request by the Client, cancellation of an Authorized User, or any other breach of the terms of this Agreement.
Paragraph — In the event of a block, the Client will be notified through the Mobile Application or email and may request the corresponding clarifications through the procedure set forth in Section 7.8.
5.6. Account Statements
The Company will make available to the Client, on a monthly basis and free of charge, through the Mobile Application, an Account Statement for informational and transparency purposes, which will contain at least:
Identification of the Company and the Client;
The period covered by the report;
A list of transactions for the Credit Card and each Additional Card: date, merchant, Authorized User, amount in Virtual Assets, and its informational reference in Colombian legal currency;
Detail of Fees and charges applied;
A summary of charges automatically settled against the ARQ Business Account; and
Charges under dispute or reversals in process.
Without prejudice to the monthly delivery, the Client may check its balances, transactions, and activity in real time through the Mobile Application.
6. OBLIGATIONS
6.1. Client's Obligations
The Client undertakes to:
6.1.1. Truthful Information: Provide and keep up to date all information required by the Company (corporate, financial, operational, tax, and beneficial ownership information) in order to comply with anti-money laundering and counter-terrorist financing regulations, and ensure that it is truthful, complete, accurate, and verifiable.
6.1.2. Good Standing and Representation: Keep its legal existence and legal representation current, and notify the Company of any change in these matters within five (5) Business Days following its occurrence.
6.1.3. Tax Burdens: Bear the payment of all taxes, contributions, withholdings, and levies arising from the use of the Virtual Assets, the Credit Card, and the Additional Cards, in accordance with applicable law. The tax burden of this Agreement is borne entirely by the Client.
6.1.4. Balance Availability: Maintain in its ARQ Business Account a sufficient balance of Virtual Assets to cover charges made with the Credit Card and the Additional Cards, the Fees, and other corresponding charges.
6.1.5. Safekeeping of Credentials: Keep under strict confidentiality and safekeeping the mobile devices, access passwords, biometric factors, PINs, and data of the Credit Card and the Additional Cards, both its own and those provided to Authorized Users. The Client assumes full responsibility for transactions carried out using its credentials or those of its Authorized Users.
6.1.6. Source of Funds: Guarantee that the Virtual Assets in the ARQ Business Account come from lawful activities and are not linked to money laundering, terrorist financing, financing of the proliferation of weapons of mass destruction, or any other criminal activity.
6.1.7. Business Use: Use the Credit Card and the Additional Cards solely and exclusively in furtherance of the Client's corporate purpose and for lawful purposes, refraining from allowing their use by third parties other than duly designated Authorized Users.
6.1.8. Authorization of Authorized Users: Obtain from the Authorized Users the authorizations necessary for the processing of their personal data and for the use of their information within the framework of this Agreement, holding the Company harmless from any claim that such Authorized Users may bring in this regard.
6.1.9. Notification of Events: Immediately notify the Company of the occurrence of any event that could affect performance of this Agreement, including insolvency, liquidation, reorganization, intervention by a competent authority, the commencement of investigations for unlawful activities, inclusion on restrictive lists, or any other relevant fact.
6.2. Company's Obligations
The Company undertakes to:
6.2.1. Availability of the Instrument: Keep operational the technology necessary for the drawdown of Virtual Assets through the Credit Card and the Additional Cards, except in cases of scheduled maintenance, force majeure, act of God, or acts of third parties.
6.2.2. Security and Data: Implement reasonable technical, administrative, and organizational security measures to protect the information of the Client and the Authorized Users, and process their personal data in accordance with Law 1581 of 2012, Decree 1377 of 2013, and the Company's Data Processing Policy.
6.2.3. Information: Make available to the Client the customer service channels, the Account Statements, and the information relevant to the proper use of the product, through the Mobile Application and the other enabled channels.
6.2.4. Regulatory Compliance: Carry out the purpose of this Agreement in accordance with the rules of private and commercial law applicable in Colombia.
7. ADDITIONAL INFORMATION
7.1. Term
This Agreement will have a term of ten (10) years from the date of signature, automatically renewable for equal and successive periods, unless either party states otherwise at least thirty (30) calendar days before the expiration of the respective period. The Client may terminate it at any time without penalty, provided there are no transactions pending settlement or balances owed to the Company.
7.3. Processing of Personal Data
The personal data of the Legal Representative, beneficial owners, shareholders, officers, and Authorized Users will be processed in accordance with Law 1581 of 2012, Decree 1377 of 2013, and the Company's Personal Data Processing Policy, available on its institutional website. The Client, through its Legal Representative, ratifies by signing this Agreement its express consent and authorization for the processing of the personal data of the individuals involved in the Client's operations, and represents that it has sufficient authorizations to do so.
7.4. Electronic Signature
For greater efficiency, this Agreement is signed electronically. In accordance with Law 527 of 1999 and Decree 2364 of 2012, both the Client, through its Legal Representative, and the Company accept that the Electronic Signature has full legal validity.
7.4.1. Signature of the Agreement
The Electronic Signature is created when:
The Company validates the identity of the Client's Legal Representative using the information registered in the Mobile Application and the corresponding corporate documents; and
The Legal Representative formally accepts the Agreement by pressing the "Accept" or "Sign" button within the Mobile Application.
7.4.2. Security and Evidence
The Electronic Signature is generated using exclusive data that links only the Client's Legal Representative to this Agreement. Once signed, it cannot be modified.
The Client accepts and acknowledges that the Mobile Application's records (information logs) containing session data, time, date, device, IP address, text messages, emails, and computer files of the Company constitute sufficient evidence of the Client's intent to enter into this Agreement. The Company may use these records to clarify questions or demonstrate consent before authorities, whenever necessary.
7.4.3. Company's Liability
Although the Credit Card is backed by global payment networks, the final decision to accept payment rests exclusively with each merchant. If a merchant decides not to accept the card, the Company will bear no liability for that decision.
The Company only functions as a payment method provider; it is therefore not liable for the goods or services purchased by the Client or its Authorized Users, nor for their condition, quantity, quality, or fitness. Any claim in this regard must be resolved directly with the merchant where the purchase was made.
7.5. Theft, Loss, or Fraud
If the Client or an Authorized User loses their Card or mobile device, or believes that a third party knows their passwords or PIN, they must report it immediately through the Mobile Application or the enabled channels so that the Company can block the payment methods and reject any attempted use. Upon receipt of the notice, the Company will block and render ineffective the reported Card until it is replaced.
The Client is responsible for the security of its own data and that of its Authorized Users; accordingly, if fraud occurs due to negligence in safeguarding passwords or Cards, failure to give timely notice, improper use of the Mobile Application, or allowing access by unauthorized third parties, the Client must bear the resulting losses.
7.6. Prevention of Unlawful Activities
The Client undertakes to comply with all laws applicable in Colombia regarding the prevention of money laundering, terrorist financing, and financing of the proliferation of weapons of mass destruction, guaranteeing that its resources come from lawful activities. Likewise, the Client represents that neither it nor its shareholders, beneficial owners, officers, Legal Representatives, or Authorized Users appear on national or international restrictive lists, such as, but not limited to, the OFAC, UN, European Union, or United Kingdom lists, or any other similar list.
If the Client or any of the aforementioned persons is included on any such list, is linked to criminal activities, or if the Company identifies reasonable doubts about the origin of its assets, the veracity of its information, or the use of the product, the Company may terminate this Agreement immediately and without any penalty, executing the drawdown and set-off mandate set forth in Section 4. This termination will be communicated through the Mobile Application or by email and will take immediate effect upon sending the notice.
7.7. Amendments
This Agreement may be amended by the Company at any time. In the event of material amendments, the Company will notify the Client at least fifteen (15) calendar days before the effective date, through the same contact method the Client provided during its onboarding process to the Mobile Application or through the Application itself.
The Client may terminate the Agreement if it disagrees with the amendments, within fifteen (15) calendar days following the notice, without this giving rise to any charge, fee, or penalty. If this period elapses without an express statement from the Client, the Client will be deemed to have accepted the amendments.
7.8. Requests, Complaints, Claims, and Clarifications (PQR)
The Client may submit requests, complaints, claims, or clarification requests related to the provision of services, the status of its Credit Line, or the operation of the Credit Card and the Additional Cards, through the Help Center available in the Mobile Application or via the official support email address.
7.8.1. Time Limit for Clarification Requests: When the Client disagrees with any activity shown in the Account Statement or the Mobile Application, it may submit a clarification request within ninety (90) calendar days following the billing cutoff date or the date the respective transaction or service was carried out.
7.8.2. Response Timeframes: The Company will respond to PQRs within a maximum term of fifteen (15) Business Days, counted from the day following receipt. For transactions carried out abroad or requiring information from third parties (payment networks or banks), the term may be extended by up to an additional sixty (60) Business Days, with the Company informing the Client of the extension before the expiration of the initial term.
7.8.3. Follow-up: Upon filing a PQR, the Client will receive a filing or ticket number to track the matter directly from the Mobile Application.
7.9. Notices
All notices, demands, approvals, notifications, and communications arising from this Agreement will be made in writing, in the Spanish language, through the Mobile Application, email, or other official means enabled by the Company. Communications sent by electronic means will be deemed received on the same day they are sent, provided the receiving address corresponds to that of the addressee.
Each party must notify the other of any change in its physical address, email address, or other contact information within five (5) Business Days following its occurrence. Notices sent to the last address provided by the Client will be deemed validly given until the change is formally notified.
7.10. Collection Expenses
The Client undertakes to cover all expenses incurred by the Company for the judicial or extrajudicial collection of the obligations arising from this Agreement, including, without limitation, professional fees, court costs, administrative expenses, advisory services, and proceedings. These expenses will become due on the day immediately following their disbursement and may be debited from the ARQ Business Account pursuant to the mandate set forth in Section 4.
8. GOVERNING LAW AND JURISDICTION
This Agreement will be governed by and construed in accordance with the laws of the Republic of Colombia. For the interpretation and performance of the Agreement, the Company and the Client agree that any controversy, dispute, claim, or disagreement relating to the Agreement will be submitted to the ordinary courts of Colombia, with an express waiver of any other venue that might otherwise be available to them.
9. DEFAULT AND ACCELERATION
The Client will be deemed in default of its obligations, authorizing the Company to suspend the service, execute the drawdown and set-off mandate over the Virtual Assets, and, where applicable, declare the acceleration of the Agreement, upon the occurrence of any of the following events:
Insufficient funds in the ARQ Business Account to cover charges, Fees, or any accrued charge;
Technical or operational impossibility, or impossibility arising from actions of the Client, to carry out the automatic and final debit of the Virtual Assets to extinguish the obligations;
Falsity, inaccuracy, or material omission in any information, representation, or document provided by the Client, particularly in relation to know-your-customer (KYC) matters, beneficial owners, and source of funds;
Linkage of the Client, its shareholders, beneficial owners, officers, Legal Representatives, or Authorized Users to restrictive lists (OFAC, UN, or others), investigations for unlawful activities, or suspicious transaction patterns identified by the Company;
Use of the Credit Card or the Additional Cards for activities prohibited by Colombian law or for purposes other than those authorized in this Agreement;
Insolvency, liquidation, reorganization, forced intervention, suspension of payments, generalized cessation of payments, or any similar insolvency proceeding involving the Client;
Dissolution, liquidation, or loss of legal existence of the Client;
Insufficiency, impairment, or loss of the security constituted by the Virtual Assets deposited in the ARQ Business Account; and
Breach of any other obligation of the Client under this Agreement.
Paragraph — The occurrence of any of the foregoing grounds will authorize the Company to: (i) immediately suspend use of the Credit Card and the Additional Cards; (ii) execute the drawdown and set-off mandate over any existing balance in the ARQ Business Account up to the amount owed; (iii) declare the acceleration of the Agreement and demand immediate payment of the entire outstanding balance; and (iv) unilaterally terminate the Agreement without the need for prior notice or judicial declaration, without prejudice to the right to initiate any applicable legal actions.
10. TERMINATION
10.1. By the Company
The Company may terminate this Agreement, without prejudice to the exercise of the acceleration remedy set forth in Section 9, in the following events:
10.1.1. Breach: Upon the Client's breach of any provision and/or obligation set forth in this Agreement;
10.1.2. False Information: When the Client provides false or erroneous information to the Company;
10.1.3. Refusal to Provide Information: When the Client refuses to provide information about transactions or the use of the Mobile Application, the Credit Card, or the Additional Cards;
10.1.4. Actions Against the Company: When the Client, its representatives, or Authorized Users act against the Company's personnel or the ARQ brand;
10.1.5. Suspicion of Fraud: When the Company suspects fraud in connection with activities, transactions, documents, or information provided by the Client; and
10.1.6. Unlawful Acts: When the Client, its Authorized Users, or its officers carry out or attempt to carry out any unlawful act or act contrary to good customs.
10.2. By the Client
The Client may request termination of this Agreement at any time through the Mobile Application. Once the Company confirms the identity and authority of the Legal Representative, a reference number for the request will be provided. Termination will take effect on the Business Day immediately following the request, provided there are no outstanding balances or transactions pending settlement.
10.3. Procedure
Credit balances: If there are any balances owed to the Client held by the Company (due to successful reversals after closing), these will be transferred to the ARQ Business Account or, failing that, to the bank account in Colombian legal currency formally designated by the Client.
Cancellation of drawdown instruments: Upon termination of the Agreement, the Company will cancel all Credit Cards and Additional Cards issued in favor of the Client.
Credit Bureaus: The Company may report to financial and credit information bureaus (Datacrédito, TransUnion, CIFIN, or equivalents) the information arising from the closure of the product, in accordance with Law 1266 of 2008 and other applicable regulations, only in those cases where the Client terminates the contractual relationship with outstanding obligations owed to the Company. The Client, by signing this Agreement, expressly authorizes the Company to make such reports in such events.
10.4. Dissolution or Liquidation of the Client
The Agreement will terminate automatically upon the Company's receipt of official notice of the Client's dissolution, liquidation, forced intervention, or insolvency proceeding. The Company will execute the payment mandate over the ARQ Business Account to cover charges made prior to the effective date of termination, and reserves the right to take legal action against third parties who use the instrument after such date or who improperly benefit from it.
11. ASSIGNMENT
The Client agrees to and gives its prior, express, and irrevocable authorization for the Company to unilaterally assign its contractual position, as well as all of its rights and obligations arising from this Agreement, in whole or in part, in favor of any third party, whether a domestic or foreign entity. Such assignment will take effect with respect to the Client from the date of the notice sent for that purpose by the Company through the Mobile Application or email, without the need for any additional authorization.
Given the personal nature of the instrument and compliance with security and know-your-customer (KYC) protocols, the Client may not assign its contractual position or the rights or obligations arising therefrom without the prior, express, and written authorization of the Company. Any assignment made in violation of this provision will be null and void by operation of law. Any transformation, merger, spin-off, or reorganization of the Client must be communicated to the Company as far in advance as possible and may give rise, at the Company's discretion, to a new assessment of the contractual relationship.
12. CLIENT REPRESENTATIONS
The Client, through its Legal Representative, represents and undertakes to:
12.1. Existence and Capacity: Be legally incorporated, in good standing, and possess sufficient legal capacity to enter into this Agreement and to be bound by the terms agreed upon herein.
12.2. Legal Representative's Authority: That its Legal Representative has the statutory powers and/or internal authorizations necessary to execute this Agreement and to bind the Client under its terms.
12.3. Truthful Information: That all information and documentation provided is authentic, accurate, complete, truthful, current, up to date, and consistent with reality, undertaking to update it immediately upon any change or error detected.
12.4. Lawful Origin: That the funds with which it operates, and which will serve as the payment source and security for this Agreement, come from lawful activities and are not linked, directly or indirectly, to unlawful transactions or to persons related to such transactions.
12.5. Restrictive Lists: That neither the Client nor its shareholders, beneficial owners, officers, Legal Representatives, or Authorized Users appear on national or international restrictive lists (OFAC, UN, or others of a similar nature), nor are involved in proceedings for money laundering, terrorist financing, or unlawful activities.
12.6. Technical and Operational Capacity: Have the technical, financial, and operational capacity, as well as the material and human resources, necessary to comply with the obligations arising from this Agreement.
12.7. Absence of Conflicts: As of the date of execution of this Agreement, have no knowledge of any breach, controversy, litigation, investigation, or similar proceeding, pending or imminent, that would constitute an impediment to or prevent the performance of its obligations.
12.8. Acceptance of Risks: Understand and accept the nature of the Virtual Assets, the risks associated with their use (including technological, fluctuation, market, and operational risks), and the non-financial, non-supervised nature of DAPP in Colombia.
13. MISCELLANEOUS
The Company's failure to exercise one or more rights arising from this Agreement will not imply a waiver, release, or forgiveness thereof, nor may it be construed to the Company's detriment.
This Agreement, together with its exhibits and the documents referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement, arrangement, commitment, negotiation, or discussion, whether oral or written, between the parties on the same subject matter.
The headings of the clauses of this Agreement have been inserted solely for ease of reference and do not affect its meaning or interpretation. Defined terms retain their meaning regardless of whether they are referred to in the singular or plural.
Whenever possible, the provisions of this Agreement will be construed in a manner that upholds their validity under applicable law. In the event any provision is invalid or prohibited under applicable law, such provision will be deemed invalid without affecting or invalidating the remaining contractual provisions contained in this Agreement, and its application will be pursued to the maximum extent permitted by law. In such case, the parties will take all pertinent and necessary actions to replace such provisions with others negotiated in good faith, within a time frame that allows for performance of the Agreement.
Last Updated: 2026 · DAPP Colombia S.A.S. – ARQ Business
