Master Subscription Agreement (“MSA”) Prometeo

This Master Subscription Agreement (this “Agreement” or “MSA”) is entered into by and between Prometeo (“Provider”) and the customer identified in the applicable Order Form (“Customer”), and is effective as of the Effective Date set forth in such Order Form. Each Order Form forms an integral part of this Agreement and is governed by its terms.

What does this MSA cover?

This MSA governs your access to and use of Prometeo’s software product (the “Product” or the “Services”), which is made available via API and enabled through API credentials. This Agreement sets out the rights and obligations of both parties and forms a legally binding contract between you and Prometeo.

Where are the specific conditions?

The applicable Services, fees, and other commercial terms will be specified in the respective Order Form.

Acceptance of services and the importance of the KYC/KYB process

You acknowledge and agree that the Services are provided on an "as is" and "as available" basis, without any express or implied warranties. This means that we do not guarantee uninterrupted availability, error-free operation, or compatibility with your systems. We expressly disclaim any warranties of merchantability, fitness for a particular purpose, non-interference, accuracy, or reliability of the information provided through the Services.

As part of our compliance and risk management procedures, Know Your Customer (KYC) and Know Your Business (KYB) processes are essential. Prometeo, in collaboration with its partners (such as banks and payment service providers, amongst others), reserves the right to request additional information or documentation at any time. Failure to provide the required information may result in delays, limitations, or suspension of the Services.

Third-Party Providers and Information Sharing

To deliver our Services, we rely on third-party partners/providers, such as banks, payment service providers, and other technology partners. By using our Services, you acknowledge and consent to the necessary sharing of information with these providers, strictly for the purpose of enabling and improving the Services.

We take reasonable measures to ensure that our providers meet appropriate security and compliance standards. However, since their operations are independent and outside our direct control, we cannot assume responsibility for any actions, omissions, or service disruptions attributable to such third parties.

Even so, we remain committed to working with trusted providers to deliver a reliable and secure service experience.

Please note that, depending on the jurisdiction in which the Services are provided, additional information, consents, or documentation may be required in order to comply with local legal, regulatory, or operational requirements.

About Us and how to contact us

Who we are

You may know us by our brand names, such as Prometeo and PrometeoAPI.

Whenever we refer to "Prometeo," "we," "us," or "our," we mean the entity identified as Provider in the applicable Order Form.

How to contact us

You can reach us using the contact details specified in the applicable Order Form.

For general inquiries, you may also contact us through support@prometeoapi.com.

About You

The entity identified as "Customer" in the applicable Order Form will be referred to in this Agreement as "you," "your," “Merchant” or "Customer."

This includes affiliates or subsidiaries, provided they are explicitly mentioned in the Order Form. Otherwise, access to the service will be limited to the contracting entity and the users specified in the Order Form.

About this MSA

This MSA governs the provision of our Services and may be supplemented by:

• Order Forms, detailing the specific Services, pricing, and terms. The Initial Order Form is the first executed, with additional Order Forms possible over time.
• Annexes, as required for certain Services.
• Additional Documents, such as our Code of Ethics and Privacy Policy.

In case of conflict, the following order of precedence applies:

1. Order Form
2. This MSA
3. DPA
4. Privacy Policy
5. Website Terms and Conditions
6. Other policies or notices.

Changes we can make

We may update this Agreement from time to time. If we make changes, we will notify you at least 30 calendar days in advance via email or the platform where the Services are accessed. If you do not agree with the changes, you may terminate the Agreement during the notice period. If you continue using the Services after the effective date, the changes will be considered accepted.

Some changes may take effect immediately without notice if they clarify terms, comply with laws, introduce new services without added obligations, or reflect industry changes. All updates will be reasonable, necessary, and legally compliant.

Access to our Product and new versions

During the Term specified in the Order Form, the Customer may access and use the Services using the authentication method designated by Prometeo — which may include an API Key or mutual TLS (mTLS), depending on the Service. Prometeo will specify the applicable authentication method in the technical documentation.

We’ll let the Customer know about every new platform release. If the Customer asks to delay an update — and the reason is exceptional and justified — we’re not responsible for any errors or issues that happen during that deferred period.

The Customer acknowledges that the Services may be carried out by the Prometeo entity indicated in the applicable Order Form and/or by any of its affiliates. For clarity, the Provider may, at its discretion, also use any of its current or future affiliates to deliver the Services, and such use shall not affect the validity, enforceability, or scope of this Agreement.

SaaS Model

Customer will access the Services under a managed services model ("Software as a Service" or “SaaS”), meaning that the underlying infrastructure required for its operation is managed by the Provider.

Restrictions

The Customer may only use the Services as contracted and authorized. Unauthorized use, including resale, third-party access, modification, competitive use, or prohibited activities, is strictly forbidden.

Requirements

1. Eligibility

To access and use our Services, Customer must be a legally registered entity in a supported country or territory and successfully complete our Know Your Customer (KYC) / Know Your Business (KYB) verification process.

1. Authorized Users

The Customer may designate individuals (“Authorized Users”) to use the Services.

Each will receive an individual API Key, and access will be linked to their email domain. The Customer must share a list of authorized email addresses with the Provider, which will be used to manage access, monitor activity, and handle billing.

The Customer is fully responsible for what Authorized Users do, including any misuse or unauthorized use. The Provider does not check the authority of each user beyond the initial email match.

In some cases, the Provider may require two-factor authentication (2FA) to access the Services. The Customer agrees to follow these steps when requested.

The Provider may add more advanced user management tools later, including admin roles and permissions.

1. Disputes with Authorized Users

Any issues between the Customer and its Authorized Users about access or use of the Services are their responsibility to resolve. The Provider is not responsible for any problems, losses, or claims that come from those disputes. The Customer must manage and regularly review who has access.

1. Additional Terms and Third-Party Agreements

To provide its Services, the Provider may work with designated institutions or third-party partners/ providers. The Customer acknowledges that access to certain Services may be subject to additional terms and conditions established by such entities. By entering into this Agreement, the Customer expressly agrees to be bound by any applicable terms and conditions required by these third-party providers, as referenced in the Order Form and related schedules.

5. Customer Information and Verification

The Customer must provide complete, accurate, and up-to-date information at all times. The Provider is not liable for any issues arising from inaccurate or outdated information and may request confirmation or supporting documents as needed.

The Provider conducts KYC/KYB and security checks, which may include verifying other parties involved in transactions.

The Customer agrees to promptly provide requested information in an acceptable format. The Provider may verify information through third parties, including credit checks, and disclose relevant data for compliance purposes. Failure to provide or verify required information may result in suspension, limitation, or termination of Services.

Provider's Role and Communication

Direct communication with the Provider regarding unauthorized transactions does not imply its involvement in regulated financial activities. Customer acknowledges that Prometeo is not a licensed financial institution and relies on licensed partners/ providers for such activities.

Any communication regarding unauthorized transactions is solely for initial reporting. As a technology service provider, the Provider facilitates the transmission of such reports to its licensed partners, who are responsible for handling regulated activities in accordance with operational protocols and agreements.

Suspension of your access to the Services

The Provider may suspend or restrict the Customer’s access to the Services if it has reasonable grounds to believe that:

• The security of the account or the service of the banking provider has been compromised.
• There is unauthorized or fraudulent activity involving the account or the Services.
• The Customer has violated this Agreement, any applicable policies, or related documentation.
• The Customer has breached the Restrictions clause.
• The Customer is using the Services in a manner that interferes with Provider’s platform or adversely affects third parties.
• The Customer has failed to pay undisputed amounts within the applicable Payment Period, as outlined in the section about Non-Payment.

Provider will notify Customer of any suspension or restriction and the reasons for it as soon as reasonably possible, either prior to or promptly after it takes effect, unless such notification is prohibited by law or would compromise security.

The suspension will end once the Customer resolves the issue, including paying any overdue amounts if needed.

Additional Charges, Minimum Fees and Implementation Period

Depending on the contracted Services, additional fees may apply if usage exceeds the agreed limits. Any such charges, along with any applicable minimum monthly fees, will be specified in the Order Form.

If the parties agree on an implementation period, the default maximum will be two

(2) months — unless a different timeline is stated in the Order Form.

If implementation is not completed by then:

• The Provider may reassign the team starting in the third month.
• The minimum monthly fee may start to apply.

Taxes

Payments must be made free of any deductions or withholdings unless required by law. If withholding is necessary, Customer must increase the payment so that Provider receives the full invoiced amount.

Billing and Payment Period

Invoices will always be issued as specified in the Order Form in USD. If a local currency is referenced, the official exchange rate from the previous business day before the invoice date will apply.

Payment must be made within 30 calendar days from the invoice date (the 'Payment Period').

API call pricing model

The pricing model for API calls may follow a tiered structure, where the unit price goes down as usage increases.

If applicable, the specific tiers and rates will be detailed in the Order Form.

The Provider may also apply flat or volume-based pricing, depending on the type of service and agreement with the Customer.

Services outside the contracted countries

No Payment Service instruction may be executed in a country not listed in the applicable Order Form. Where the

Customer requires coverage in an additional country, the parties will agree the applicable corridors, pricing and

commercial terms by written amendment before any instruction is executed in that country.

The Customer remains solely responsible for compliance with the law of each country in which it operates and for

obtaining any authorisation required there.

Payment Disputes

If the Customer disputes an invoice in good faith, it must notify the Provider within the Payment Period. The parties will work to resolve the dispute within 15 calendar days (Discussion Period). During this time, the Customer is not required to pay the disputed amount but must pay all undisputed amounts on time. If no resolution is reached after the Discussion Period, either party may pursue available legal remedies.

Non-Payment

If Customer fails to pay an undisputed invoice within the Payment Period, Provider may suspend services or terminate the Agreement,subject to the following conditions:

The Provider has sent two notifications:

• The first notifying of the outstanding balance.
• The second warning of potential suspension or termination,

allowing 10 (calendar) additional days for payment.

The Customer has not paid within 10 (calendar) days of the second notification.

If services are suspended, access will be restored promptly upon full payment.

If the Agreement is terminated:

• Any applicable minimum monthly fee become immediately due.
• The Customer will not be entitled to any refunds.
• The Provider may recover outstanding amounts, including legal fees and collection costs.

Termination for breach

Either party can end this Agreement if the other seriously breaks its obligations.

The terminating party must send written notice describing the issue. The breaching party has 30 calendar days to fix it.

If the issue isn’t fixed in time — or can’t be fixed — the Agreement ends at the end of that period, or immediately if the problem can’t be solved.

Termination for Regulatory Reasons

Either party may terminate this Agreement if a regulator or competent authority requires it, due to a legal or compliance issue that is attributable to the other party.

The terminating party must:

● Send a written notice explaining the situation, and

● Include any relevant documents that support the regulatory requirement.

If the issue can reasonably be solved without termination, both parties will work together to find a solution before ending the Agreement.

Termination by Notice

Either Party may terminate this Agreement for convenience by providing the other Party with no less than thirty (30) days’ prior written notice. This termination right may be exercised in light of legitimate business, strategic, or regulatory considerations, including product evolution, operational needs, or a material change in business conditions.

Termination under this clause shall not give rise to any indemnity, penalty, or compensation obligation for either Party. The terminating Party shall make reasonable efforts to ensure continuity during the notice period and to fulfill any outstanding obligations agreed before the termination date.

Effects of Termination

When this Agreement ends:

• The Customer must stop using the Services and delete or return any related materials.
• Any outstanding payments become due immediately.
• The Provider will not issue refunds for unused Services.

The following sections will remain in effect:

Intellectual Property, Confidentiality, Indemnity, Limitation of Liability, Dispute Resolution, and any others that by their nature should survive termination.

Service Levels

Availability Commitment: The Provider undertakes a monthly availability target for the contracted APIs and, where applicable, for the dashboard. The availability target, the service credit, the aggregate cap and the claim window are stated in the applicable Order Form. Where the Order Form is silent, the following apply: availability target 99.5%; service credit 5% of the monthly fee for each breached month; aggregate cap 15% of the fees paid in the preceding 12 months; and claims in writing within 30 calendar days of the end of the affected month.

Measurement and Exclusions: Availability is measured at the Provider’s API gateway over unavailability attributable to the Provider’s software. Scheduled maintenance, force majeure, unavailability attributable to the Customer’s systems and suspensions under this Agreement are excluded, as is any delay or failure attributable to a financial institution, correspondent bank, payment scheme, clearing system, central bank, exchange-control authority, sanctions screening or other third-party infrastructure. The Provider does not warrant end-to-end settlement or validation times determined by third parties.

Sole and Exclusive Remedy: Service credits are the Customer’s sole and exclusive remedy for any failure to meet the availability target. They count towards the liability cap in the Limitation of Liability section and do not otherwise limit the disclaimers in this Agreement. A service credit is applied against the following invoice and is not payable in cash.

This Agreement covers the Provider’s Payment Services. The specific services within this vertical may evolve over time and will be detailed in the applicable Order Form. The following sections set out the terms that govern them.

Payments

This section contains the terms for the Provider’s payment services: Account to Account, Local Payments, Borderless and Payment Identification and Reconciliation (QR). Details vary by service and are defined in your Order Form.

Scope of service

The Provider grants the Customer access to its payment services, including Account to Account (A2A), Local Payments, Borderless and Payment Identification and Reconciliation (QR), and other related services that may apply depending on the specific operation. These services enable the Customer to transact through the channels and in the countries made available by the Provider from time to time.

The services contracted by the Customer, together with the applicable countries, corridors, currencies and operational limits, are those stated in the applicable Order Form.

Account to account

Prometeo gives the Customer access to domestic account-to-account (A2A) payment services, which allow real-time bank transfers between end-users and merchants — no cards or intermediaries needed.

The service supports various integration methods, including embedded checkout via widget, Payment Link API or Payment Link non-code.

Local Payments

Local Payments allow the Customer to collect from and disburse to end users through the domestic payment methods and rails available in each supported country, including local transfer schemes, cash collection networks and local wallets, with settlement in local currency.

The Provider supplies the technology layer and, where applicable, access to licensed local partners that operate the relevant rail. The available countries, payment methods, settlement currencies and operational limits will be detailed in the applicable Order Form.

Local Payments are domestic in nature. Any conversion or movement of funds across borders is governed by the Borderless section. Where a collection or disbursement is executed over a real time bank transfer rail, the Account to Account section applies.

Borderless

This section governs the Borderless service, enabling the Customer to send and receive cross border payments, access international bank accounts, and consolidate treasury operations across multiple countries through a single API integration. The countries where this service is available may vary from time to time, and any updates to coverage will be communicated accordingly.

The Provider grants the Customer access to the Borderless service, which enables the Customer to: (i) access international bank accounts in supported countries without requiring local legal incorporation; (ii) automate pay ins and pay outs through flexible APIs; (iii) send and receive cross border payments across multiple corridors; (iv) consolidate treasury operations across multiple countries from a single dashboard; and (v) obtain real time traceability of all accounts and transactions.

Accounts may be made available under the Customer’s name or through the Provider’s infrastructure, depending on the jurisdiction and the model agreed in the Order Form. The Provider may facilitate access to local collection infrastructure through licensed third parties, enabling the Customer to collect funds in certain countries and settle them locally or in a different currency and to a destination of the Customer’s choice, provided the corresponding corridor is enabled and permitted by regulation.

The specific functionalities, operational limits, corridors and currencies applicable to the Customer will be detailed in the applicable Order Form. The Provider will notify the Customer of any change to country availability with reasonable advance notice. If the Customer requires coverage in a country not listed, the parties may evaluate feasibility on a case by case basis.

The Customer shall not, in its communications or interactions with end users, use any wording that may suggest the provision of financial intermediation services not provided by the Provider. The Customer shall describe the services in general terms as technology based payment facilitation and shall avoid any wording that could misrepresent the Provider’s role.

Payment Identification and Reconciliation (QR)

This section applies to the Provider’s payment identification, reconciliation and tracking service (the “QR Service”). Through this Service the Provider makes available a software layer that automates the identification, reconciliation and tracking of payments that the Customer’s end users make, by bank transfer or QR code, to a bank account owned by the Customer.

The Provider supplies only software, namely QR code generation, a reconciliation engine, a dashboard and end user notifications, and at no time processes, holds or moves funds. Available countries and functionalities may vary from time to time and will be detailed in the applicable Order Form.

The activities and deliverables included are: generation of QR codes linked to collection references, for use by the Customer’s end users; automatic identification of the origin of each payment credited to the Customer’s account, through access to the transactional information enabled by the financial institution; automatic reconciliation of the identified payments with the corresponding commercial operations; a web dashboard with a consolidated view of pending and confirmed payments and reconciliation reports; and a notification channel via WhatsApp Business to inform the Customer’s end users of the status of their payments.

Static and dynamic QR codes

The QR Service supports both static and dynamic QR codes.

A static QR code encodes a fixed collection reference, may be displayed indefinitely and reused for multiple payments, and requires the payer to enter the amount. Reconciliation is performed against the collection reference associated with that code.

A dynamic QR code is generated on demand for a single commercial operation, encodes the amount and any additional data supplied by the Customer, and expires upon payment or upon the expiry period stated in the Order Form. Reconciliation of dynamic codes is performed on a one to one basis against the operation for which the code was generated.

The availability of each type, the applicable expiry periods and the usage limits will be detailed in the applicable Order Form.

How the QR Service works

The Customer holds a bank account opened in its own name at a financial institution. The end users make payments by bank transfer or QR code to that account, and the funds are credited directly by the financial institution to the Customer’s account. The Provider does not intervene at any point in this movement.

The Customer authorises the Provider to access the transactional information of that account through the technological mechanisms enabled by the financial institution, such as a bank API or Open Banking connection. Based on that information the Provider delivers the web management and reconciliation dashboard and the notification channel for end users.

All information processed by the Provider corresponds to transactional events already recorded by the financial institution in the account owned by the Customer.

No handling of funds under the QR Service

In respect of the QR Service, at no time and under no circumstance does the Provider receive, hold, custody, control, administer, dispose of or have access to the funds deposited in the Customer’s account, nor does it intervene in their movement, authorisation, clearing or settlement. The Provider does not act as a financial institution, payment processor, agent, custodian or fiduciary of the Customer in respect of this Service.

Because the funds remain at all times in the Customer’s bank account under the control of the financial institution, the unavailability of the Provider’s software does not entail the unavailability of the Customer’s funds; it only discontinues the automation tools provided.

Single source of truth

The parties acknowledge and agree that the records of the financial institution constitute the sole valid and authoritative source with respect to the existence, amount, date, status and crediting of the operations, as well as the balances of the account owned by the Customer.

The information that the Provider makes available through the dashboard and the notification channels is derivative and informational in nature. In the event of any discrepancy between the information displayed by the Provider’s platform and the records of the financial institution, the latter prevails.

The Provider shall not be liable for any loss, claim or damage arising from incomplete, inaccurate, delayed, absent or erroneous data supplied, or not notified, by the financial institution, nor for the failure of the financial institution to record or notify an operation.

Third party dependencies and exclusions of the QR Service

The correct functioning of the QR Service depends on third parties outside the Provider’s direct control, including the financial institution where the Customer’s account is held, the WhatsApp Business messaging provider, the cloud infrastructure providers used by the Provider, and the connectivity of the Customer and of the end users. The Provider undertakes to notify the Customer of known failures of these third parties and to cooperate reasonably in their mitigation, without this implying any warranty of availability of services outside its control.

The QR Service expressly excludes the opening, maintenance, ownership or administration of the bank account; the receipt, custody, transfer, clearing or disposal of funds and any banking authorisation or settlement process; banking regulatory compliance associated with the account; the origin, legality, validity or sufficiency of the funds transferred by the end users; and the tax, accounting or regulatory obligations arising from the commercial operations of the Customer or of its end users.

The Customer is responsible for keeping its bank account active and in good standing, for timely granting the authorisations necessary for the financial institution to enable the Provider’s access to the transactional information, and for ensuring that its end users use the supported payment channels in accordance with the agreed technical specifications.

Regulatory and Operational Framework

Prometeo is a technology provider and does not engage in financial intermediation. Certain services may be delivered through integrations with licensed third parties — such as financial institutions, payment processors, or local partners — depending on the service and jurisdiction.

The Customer is responsible for: Complying with all applicable laws and regulations, including KYC/AML requirements; Obtaining all required licenses, permits, or approvals to use the services as intended.

Prometeo is not responsible for delays, limitations, or disruptions resulting from third-party infrastructure or legal constraints.

Fees

The applicable Order Form will specify the commercial terms for each Service, which may include, amongst others, one or more of the following:

• One-time setup fee, charged upon activation of the Service.
• Transaction fee, applicable to each processed transaction.
• Tiered pricing, subject to monthly transaction volume thresholds.
• Minimum monthly fee or minimum per-transaction fee, which may be offset based on actual usage.

Fees may vary depending on the type of Service contracted, the country of operation, and the operational model adopted by the Customer (e.g., use of virtual accounts, cross-border settlement, or currency conversion).

Fraud prevention and third-party errors

Fraud Prevention

The Customer is responsible for implementing and maintaining fraud detection and prevention measures in line with industry best practices. The Customer shall immediately notify the Provider upon detecting any fraudulent or suspicious activity related to the services under this Agreement.

Third-Party Errors

The Provider is not responsible for any damage, loss, or harm caused by third-party errors — whether or not those third parties work with us. This includes banks, payment networks, Users, the Customer’s customers, or external technology providers.

Collaboration and Incident Management

In cases of fraud or third-party errors, the Customer shall lead the investigation and resolution while collaborating with the Provider when necessary. The Customer must provide all relevant information to mitigate potential damages or losses.

Audit Rights

The Provider reserves the right to periodically audit the Customer’s use of the Services to verify compliance with fraud prevention and detection obligations. The Customer agrees to fully cooperate with such audits, including providing access to relevant documentation and information.

Liability Reference

The Provider’s liability regarding fraud and third-party errors is subject to the limitations established in the Liability & Indemnification section of this Agreement.

Unauthorized Transactions

If an unauthorized transaction takes place, the Provider may refund the amount to the Customer if:

• The Customer didn’t cause it through fraud or negligence.
• The Customer reported the issue promptly.
• The transaction didn’t use exposed or compromised credentials.

The Provider won’t be liable if:

• The Customer acted fraudulently.
• The Customer delayed reporting the issue.
• The security breach was due to gross negligence.

Chargebacks

If a chargeback, fraud case, or disputed transaction happens, the Provider may withhold, offset, or deduct amounts from future settlements to cover the related loss. This includes any charge or adjustment passed on by payment processors, banks, or other providers involved in the transaction.

The Customer is responsible for these losses if they are connected to its operations, transactions, or end users — even if the chargeback or claim was triggered by a third party.

The Customer must also send any documents or information needed to help resolve the issue.

Settlement period and Timing

Settlement timelines vary depending on the country, local regulations, type of service, and operational setup. Funds may be settled in real time (T+0), on the next business day (T+1), within two business days (T+2), or in longer periods where permitted by local regulation or prevailing market practices.

In some cases, settlements may be processed in periodic batches (e.g., daily or weekly), and may also be subject to cut-off times, compliance reviews, or minimum accumulated volume thresholds — especially when using virtual accounts for cross-border collection. As a result, settlement availability may not depend solely on time, but also on regulatory, operational, or commercial conditions.

Collection and Payment Mandate

This mandate applies only where the Customer has contracted Account to Account, Local Payments or Borderless services under an applicable Order Form. It does not apply to the QR Service, under which the Provider never receives, holds or moves funds.

Subject to applicable law, the Customer may authorize Prometeo to:

• collect payments or receive funds from the Customer or from third parties; and/or
• make disbursements to third parties designated by the Customer, in connection with the services provided.

In such cases:

• Prometeo acts only as an agent under a collection mandate, and never acquires ownership, possession, or control of the funds.
• All funds received are held in segregated accounts, separate from Prometeo’s operational or corporate accounts, and are never commingled.
• Prometeo is not entitled to use, pledge, or dispose of the funds for any purpose other than executing the Customer’s instructions.
• Prometeo is not required to execute any disbursement unless sufficient funds have been made available in advance.
• The Customer remains solely responsible for all legal, regulatory, and tax obligations connected to the use of the Services or any disbursements, including reporting, withholding, remittance of taxes, and any required licenses or registrations.
• Nothing in this Agreement shall be interpreted as Prometeo engaging in deposit-taking, custodial services, or any other regulated financial activity, unless expressly authorized under applicable law.
  
  

Virtual Accounts and Ledgers

Where an Order Form or Country Annex provides for a virtual account or ledger, that account or ledger is made available through the Provider’s platform and is supported by a master concentration bank account held and managed by a duly licensed third-party financial institution (the “Financial Partner”). Payments made by end users are credited to that master account and logically assigned to the Customer’s virtual ledger.

The virtual ledger is a record of account, not a bank account. The Customer holds no deposit with the Provider and no proprietary right over the master account, whose legal ownership and operation rest exclusively with the Financial Partner. The Customer’s entitlement is a contractual right to require disbursement of the balance recorded in its virtual ledger, subject to the settlement cycle, cut-off times and compliance checks applicable to it. No interest accrues on those balances and the Customer has no claim to any yield generated at the master account.

The Provider is not liable for the insolvency, resolution, suspension, regulatory action, freeze or operational failure of the Financial Partner, or of any bank, correspondent, scheme or clearing system. Where funds credited to the master account become irrecoverable for any such reason, the Provider’s sole obligation is to assign to the Customer, at the Customer’s cost, its recovery claim against the institution concerned and to provide reasonable cooperation in pursuing it. The Provider may replace the Financial Partner or the master account on thirty (30) calendar days’ written notice, or immediately where required by the Financial Partner, a regulator or applicable law.

Agency relationship & liability. Prometeo acts in its own name but exclusively on behalf of the Customer. Prometeo does not represent the Customer or substitute for the Customer's obligations to third parties.

Prometeo assumes no liability toward any recipient or payer. Prometeo has no liability to regulators, financial institutions, or third parties regarding the use, destination, or traceability of funds - this responsibility rests entirely with the Customer.

Fund ownership & control. Any collection, receipt, or disbursement of funds by Prometeo is performed strictly on behalf of and for the account of the Customer.

Prometeo never acquires:

• Legal or beneficial ownership of funds
• Possession or control of funds
• Authority to engage in deposit-taking activities, custodial services, or financial intermediation

All rights, title, interest, and obligations relating to the funds remain exclusively with the Customer.

Customer communication disclaimer

The Customer shall not, in its communications or interactions with end-users, use any wording or representation that may suggest the provision of financial intermediation services, or any other type of service not provided by Prometeo.

The Customer shall limit its communications to describing the services in general terms as technology-based payment facilitation (or equivalent), and shall avoid any wording that could reasonably create misrepresentation of Prometeo’s role.

Ownership of the solution and Services

The Provider retains all rights, title, and interest in and to the solution and Services, including, but not limited to:

• The software used to provide the Services.
• All graphics, user interfaces, logos, trademarks, and other materials related to PrometeoAPI.

This Agreement does not grant the Customer any ownership rights over the Provider’s intellectual property, except for the limited right to use the Services as expressly authorized in this Agreement and the applicable Order Form. The Customer acknowledges that PrometeoAPI and its components are protected by intellectual property laws and other applicable regulations.

Feedback

If the Customer provides the Provider with suggestions or ideas for improving the Services ("Feedback"), the Provider may use this Feedback freely, without restrictions or obligations. The Customer acknowledges that:

• Feedback will not be considered confidential.
• The Provider may use, modify, publish, or commercialize Feedback without compensation or credit to the Customer.
• Feedback will not be considered Customer’s trade secret.

Technology Provider

The Provider is a technology provider and does not engage in financial intermediation under any circumstances.

The technical documentation for the Services is available at: https://docs.prometeoapi.com/docs/te-damos-la-bienvenida-a-prometeo-docs.

Standard Product

The Services are provided as a standard API for all customers and do not constitute a customized solution. However, the parties may agree, through an Order Form, on additional customizations or functionalities, specifying applicable conditions such as timelines and pricing. Any customization will be subject to the Intellectual Property clause.

General

In the event of any disagreement arising from this Agreement, the parties agree to make reasonable efforts to reach an amicable resolution through the Dispute Resolution Process outlined below. This section does not limit either party’s right to seek urgent injunctive or interim relief when necessary.

Dispute Resolution Process

Either party may notify the other of a dispute at any time. The designated representatives of both Customer and Provider will discuss the matter in good faith to seek a mutual resolution.

If the dispute is not resolved within 15 business days of notification, each party must submit its position in writing to the other. Senior management representatives from both parties will then meet to discuss the conflict and explore possible solutions.

If the dispute remains unresolved after an additional 15 business days following the written submissions, either party may proceed with a claim in accordance with the following section.

Governing Law and Jurisdiction

The governing law and jurisdiction applicable to this Agreement shall depend on the contracting Provider entity. The following table outlines the applicable legal framework for each jurisdiction:

General Provisions

This Agreement shall be governed and interpreted according to the laws of the country where the contracting Provider entity is established, as specified in the applicable Order Form.

Any disputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the courts listed in the table above.

If the applicable jurisdiction is not explicitly listed, the governing law and jurisdiction shall be those specified in the Order Form.

Merchant / Customer / You

The company that is signing the Order Form and using the Services.

Prometeo / We / Us

The service provider, as identified in the Order Form, including its affiliated companies.

Services

The features and solutions provided by Prometeo under this Agreement, namely account to account payments, local payments, borderless payments and the payment identification and reconciliation service.

Product

The software platform developed by Prometeo and offered as a service through APIs. Includes tools, documentation, and future updates.

Business Day

Means any day other than: (i) a Saturday or Sunday; (ii) a holiday and/or; (iii) a day on which banking institutions are Authorized by law or by a regulatory order to be closed.

End Customer / End User

A natural or legal person who contracts or purchases goods or services from the Merchant.

Financial Partner

A duly licensed third-party financial institution that holds and manages the master concentration account supporting a virtual account or ledger, as described in the Payment Services section.

Production Go-Live Date

The date stated in the Order Form on which the Customer begins using the Services in the production environment.

Overdue Amount

Any fee or other amount payable by the Customer under the Agreement which is not paid in full on or before its due date, as further described in Late Payment and Default.