Terms and Conditions

TERMS AND CONDITIONS OF SERVICE OF THE VINDAM PLATFORM

VINDAM S.A.S., a commercial company duly incorporated and registered with the Chamber of Commerce of Cali under the laws of the Republic of Colombia, identified with tax ID (NIT) 901998930-6, domiciled at Avenida 3ra C norte #42-73, Cali - Valle del Cauca, with technical contact email tech@vindam.com (hereinafter, VINDAM), makes available to the public these Terms and Conditions of Service (hereinafter, the Terms), which govern access to and use of the VINDAM Platform by the natural or legal persons that contract it.

Contracting the service, signing the quotation or service order, starting the integration process, or effectively using the Platform implies the full and unreserved acceptance of these Terms by the Customer. If the Customer does not agree with them, the Customer must refrain from contracting and from using the Platform.

I. DEFINITIONS

• Customer: the natural or legal person that contracts the Platform in order to serve its own customers. It is a business, not an end consumer of the messaging service.

• End User: the natural person who converses with the Customer through the channels connected to the Platform (WhatsApp, web chat, calls, or others). The End User is a customer of the Customer, not of VINDAM.

• Platform: the set of services, integrations, agent inbox, automation flows, and artificial intelligence agents that VINDAM configures, operates, and maintains for the Customer.

• WABA: the Customer's WhatsApp Business Account, created and administered through Meta Platforms, Inc.'s WhatsApp Business Platform.

• Channel: each conversation medium connected to the Platform (WhatsApp, Instagram, Facebook Messenger, web chat, telephone voice, or others that may be enabled).

• Conversation: the unit of service consumption, as defined in the quotation or service order accepted by the Customer.

• Meta Policies: the WhatsApp Business Platform policies applicable to the Customer, in particular the WhatsApp Business Messaging Policy, the WhatsApp Commerce Policy, and the WhatsApp Business terms.

II. PURPOSE AND DESCRIPTION OF THE SERVICE

VINDAM acts as a Tech Provider for WhatsApp Business Platform. In that capacity, VINDAM provides its Customers with the following services: (i) creation and technical integration of the Customer's WABA and of the other contracted Channels; (ii) design, configuration, and operation of chatbots and artificial intelligence agents that handle and automate conversations; (iii) provision of a unified agent inbox so that the Customer's human agents can continue the conversations; (iv) technical support, maintenance, and evolution of the contracted automations.

VINDAM is not a social network, nor a telecommunications operator, nor does it provide the messaging service itself. The messaging service over WhatsApp is provided by Meta Platforms, Inc. under its own terms, which the Customer accepts directly with Meta when creating its WABA.

VINDAM provides a business-to-business (B2B) service. The Platform is not directed at end consumers or at minors.

III. ACCOUNT SETUP AND WABA INTEGRATION

The Customer declares that the telephone line and business information provided for the creation of the WABA belong to it, or that it has sufficient authorization to use them, and that the information supplied is truthful, complete, and up to date.

The WABA, the associated number, and the business profile are and shall remain the Customer's. VINDAM administers those assets solely as a technology provider and on behalf of the Customer. Upon termination of the contract, the Customer retains ownership of its WABA and may request its disconnection from the Platform and its migration to another provider.

The Customer is responsible for maintaining the confidentiality of the credentials used to access the agent inbox and for the actions of the users it authorizes within its account.

IV. CUSTOMER OBLIGATIONS

• Comply with the Meta Policies and with any other applicable policy of the connected Channels, as well as with applicable Colombian law, including the Consumer Statute (Law 1480 of 2011) and the personal data protection regime (Law 1581 of 2012 and its implementing decrees).

• Obtain and retain evidence of the prior, express, and informed consent (opt-in) of its End Users before initiating conversations with them, and effectively honor opt-out requests.

• Not use the Platform to send unsolicited bulk messages, deceptive communications, content prohibited by the Meta Policies, or any unlawful, defamatory, discriminatory content, or content that infringes third-party rights.

• Act as the data controller of its End Users' personal data, maintain the privacy policy and authorizations required by law, and issue lawful instructions to VINDAM regarding such processing.

• Provide in a timely manner the information, content, and approvals required for the configuration and operation of the service.

• Pay the agreed amounts on time.

V. ACCEPTABLE USE AND PROHIBITIONS

The following is prohibited: attempting to access VINDAM's infrastructure or other Customers' data without authorization; reverse engineering, copying, or reselling the Platform without written authorization; automating the sending of messages in a way that degrades the service or breaches the agreed technical limits; impersonating VINDAM, Meta, or third parties; and using the Platform for fraudulent activities, impersonation, or activities contrary to the law.

VINDAM may immediately suspend the service, in whole or in part and without compensation, when it detects use that infringes this clause or the Meta Policies, when required by Meta or by a competent authority, or when there is a serious security risk. VINDAM will inform the Customer of the suspension and of its causes as soon as reasonably possible.

VI. PRICES, BILLING, AND LATE PAYMENT

The implementation fees, the monthly fee, the included volume of Conversations, and the price of additional Conversations are those stated in the quotation or service order accepted by the Customer, which is deemed an integral part of these Terms.

The charges that Meta bills for WhatsApp Business Platform conversations and those of any other external provider are governed by the rates of such third parties and are passed through to the Customer, unless expressly agreed otherwise.

Prices are stated in the currency indicated in the quotation and do not include applicable taxes, which will be assessed in accordance with Colombian law.

Billing is made in advance on a monthly basis, unless otherwise agreed. Consumption above the included volume is billed in the following period. Payment delays exceeding ten (10) calendar days entitle VINDAM to suspend the service upon notice to the Customer, without prejudice to charging the maximum legally permitted default interest.

VINDAM may update its rates with a minimum of thirty (30) calendar days' prior notice. If the Customer does not accept the update, it may terminate the contract before it takes effect, without penalty.

VII. TERM, RENEWAL, AND TERMINATION

The contract has the duration stated in the quotation or service order and, unless otherwise agreed, renews automatically for successive monthly periods.

Either party may terminate the contract by written notice given at least thirty (30) calendar days in advance. VINDAM may terminate it immediately in the event of a material breach by the Customer, of payment delays exceeding thirty (30) days, or of repeated infringement of the Meta Policies.

Upon termination, VINDAM will disconnect the WABA from the Platform at the Customer's request, will make available the export of its data and conversations during the following thirty (30) calendar days and, once that period has elapsed, will proceed with their deletion in accordance with Annex A of the Personal Data Processing Policy.

VIII. PERSONAL DATA PROTECTION

With respect to the personal data of End Users processed through the Platform, the Customer acts as the data controller and VINDAM as the data processor, and VINDAM processes such data solely in accordance with the Customer's instructions and in order to provide the contracted service.

The details of that processing — categories of data, source, purpose, hosting, sub-processors, international transfers, retention periods, deletion, security, and incident management — are set out in Annex A of VINDAM's Personal Data Processing Policy, published at https://vindam.com/privacidad, which forms an integral part of these Terms.

With respect to the contact data of the Customer itself and of its representatives, VINDAM acts as controller under the same Policy.

IX. CONFIDENTIALITY

Each party undertakes to keep confidential the technical, commercial, and operational information of the other to which it gains access in connection with the contract, not to disclose it to third parties without written authorization, and to use it exclusively for the performance of the service. This obligation survives for five (5) years from the termination of the contract.

X. INTELLECTUAL PROPERTY

The Platform, its code, architecture, automation flows, configuration models, documentation, trademarks, and other elements are and shall remain the exclusive property of VINDAM or its licensors. These Terms grant the Customer a limited, non-exclusive, non-transferable, and revocable license of use, valid for the duration of the contract.

The Customer's content, trademarks, databases, and conversations are and shall remain its property. The Customer grants VINDAM a limited license to process them for the sole purpose of providing the contracted service.

VINDAM does not use the Customer's content or conversations to train its own artificial intelligence models, nor for any purpose unrelated to the provision of the service.

XI. AVAILABILITY, SUPPORT, AND WARRANTIES

VINDAM will make commercially reasonable efforts to keep the Platform continuously available and to handle support requests within the hours and response times agreed with the Customer.

The Customer acknowledges that the Platform depends on third-party services — in particular Meta's WhatsApp Business Platform, infrastructure providers, and artificial intelligence model providers — and that interruptions, policy changes, quota limitations, or suspensions decided by such third parties are beyond VINDAM's control.

The Customer further acknowledges that artificial intelligence agents generate responses automatically and probabilistically, and may therefore produce inaccurate results. The Customer is responsible for defining the scope of the automation, supervising it, and enabling handover to a human agent when the nature of the inquiry so requires.

VINDAM may carry out scheduled maintenance, endeavoring to perform it during low-traffic hours and giving reasonable prior notice when it entails unavailability.

XII. LIMITATION OF LIABILITY

VINDAM shall be liable only for direct damages caused by its willful misconduct or gross negligence. Under no circumstances shall it be liable for loss of profit, loss of business opportunities, loss of data attributable to the Customer or to third parties, or for indirect or consequential damages.

Except in cases of willful misconduct or gross negligence, VINDAM's total and cumulative liability towards the Customer on any ground arising from the contract is limited to the amount actually paid by the Customer during the three (3) months preceding the event giving rise to the claim.

Nothing in this clause limits the rights that Colombian law recognizes on a mandatory basis, nor liabilities that do not admit contractual limitation.

XIII. INDEMNITY

The Customer shall hold VINDAM harmless against claims, penalties, or costs arising from the content it distributes through the Platform, from the absence of consent of its End Users, from the breach of the Meta Policies, or from the infringement of third-party rights attributable to it.

XIV. AMENDMENTS

VINDAM may amend these Terms to reflect regulatory or technical changes or changes in the policies of Channel providers. Material amendments will be communicated to the Customer at least thirty (30) calendar days before they take effect and will be published at https://vindam.com/terminos. If the Customer does not accept the amendment, it may terminate the contract before it takes effect, without penalty.

XV. ASSIGNMENT AND SUBCONTRACTING

The Customer may not assign its contractual position without VINDAM's written authorization. VINDAM may rely on infrastructure and technology providers to deliver the service, remaining liable for their performance under the terms of this contract and of Annex A of the Personal Data Processing Policy.

XVI. GOVERNING LAW AND JURISDICTION

These Terms are governed by the laws of the Republic of Colombia. Any dispute arising from them shall be submitted to the courts of the city of Cali, Valle del Cauca, without prejudice to the non-waivable rights that the Consumer Statute (Law 1480 of 2011) recognizes for the Customer where applicable, and to the right to file a complaint with the Superintendence of Industry and Commerce.

XVII. NOTICES AND CONTACT

Communications between the parties shall be made by email to the registered addresses. For the purposes of these Terms, VINDAM's addresses are:

• Technical matters, integration, and platform support: tech@vindam.com

• Commercial and administrative matters: contact@vindam.com

• Personal data protection, petitions, complaints, and claims: legal@vindam.com

• Physical address: Avenida 3ra C norte #42-73, Cali - Valle del Cauca, Colombia.

XVIII. EFFECTIVE DATE

These Terms take effect on August thirteenth (13), two thousand twenty-six (2026) and remain in force indefinitely until amended or replaced. They are published permanently and with immediate access at https://vindam.com/terminos.