Terms and conditions for TuBanc users

These terms and conditions will describe the contractual relationship between DIGITAL INTIATIVES CORP SAS, a simplified joint-stock company identified with NIT. 901.657.397-7, (hereinafter, the “Company”) and the Users.

By accessing or using our Services, and/or by electronically and expressly accepting these terms and conditions, the User expresses their consent and acceptance thereof.
Likewise, by carrying out any of the activities mentioned above, Users declare that they have the legal capacity and the necessary powers to be bound in accordance with these terms and conditions.

1. What is TuBanc?
TuBanc is a Fintech platform that allows users who provide services through mobility or logistics apps to access financing of up to 100% of the value of the electric vehicle they wish to purchase from partner dealerships. Based on the study and analysis of the collected information, and the application for credit through TuBanc, we can determine the credit options available to users for acquiring vehicles and offer them flexible financial solutions, as well as carry out the loan disbursement process to the partner dealership and the vehicle purchase.

2. Definitions
The following words will have the meaning indicated below:

a. Allied Dealer: It is the legal entity that markets the vehicles.
b. Credit: It is the credit requested by the User through TuBanc, and which is disbursed directly to the Allied Dealer.
c. TuBanc: This refers to the website, application, or software development, regardless of its name, that will provide Users with access to the Services. The platform's name, format, and operation may vary as the Company deems appropriate.
d. Users: These are individuals who are registered on the Platform to provide transportation or logistics services, and who register with TuBanc, with an interest in acquiring a financing option to purchase the Vehicles offered by the Allied Dealership.
e. Platform: These are the mobility or logistics platforms that manage the supply and demand for transportation or logistics services and with which Users are registered. These may include, but are not limited to, Uber, DiDi, Cabify, Rappi, and others that are partnered with TuBanc.
f. Payment term: This is the time in which the User commits as debtor to make the total payment of the Credit, including principal plus interest.
g. PQRS: It means Petitions, Complaints, Claims and Suggestions.
h. Services: These are financing services up to 100% of the vehicle's value.
i. Vehicles: These are motor vehicles, including ECOCAR and ECOMOV2 cars and electric motorcycles, which will be financed by TuBanc so that Users can acquire them directly from the Dealership.
j. Wallet: It is the Nequi digital savings account that must be requested by the User at the time of credit approval.

3. Object
By registering with TuBanc as a User, accepting these terms and conditions, and/or using our Services, Users are requesting approval for a loan to purchase a vehicle and its subsequent disbursement directly to the Partner Dealership. The terms of this Service include these terms and conditions and any other binding documents published on TuBanc or made available to the User by any other means, which will be available for review, including, but not limited to, the loan agreement, chattel mortgage agreement, promissory note, privacy policy, and personal data processing policy.

4. What is our service?
Through the analysis and study of information provided by both the User and the respective Partner Dealership, TuBanc identifies the different credit options available to the User for purchasing vehicles from the Partner Dealership. TuBanc specifies the loan amount, number of installments, payment method and frequency, and interest rate, as well as any other information necessary to fully determine the loan and its terms.

Within the framework of the provision of the Service, TuBanc will not disburse any type of money to the User, but will make the payment of the financed value directly to the Concessionaire.

5. What are the requirements to access the Service?
In order for Users to access the Services, they must meet at least the following requirements:

a. Have the legal capacity to enter into contracts.
b. Be over 18 years of age.
c. Be registered and active on a Platform.
d. Have two (2) years or more providing your services through the Platform.
e. Having read these terms and conditions.
6. What are the terms and conditions for acquiring the Service?

The following terms and conditions will apply to Users in order to use the Services:

6.1. Terms and conditions applicable to Users in relation to TuBanc.

• When accessing TuBanc through any available means, Users must complete the registration and application form in its entirety, using valid, truthful, and up-to-date information. TuBanc may request, at any time, any information it deems necessary to verify the information provided. Additionally, TuBanc may send confirmation codes to the User's email address and/or contact phone number to conduct a verification and confirmation process of the User's identity.
• All Users must complete the required information accurately and truthfully, and agree to update their data whenever necessary. For this purpose, and prior to the collection of their personal data, Users must read and understand TuBanc's Personal Data Protection Policy and authorize the processing of their data in accordance with said policy, which is available at the following URL: www.tubanc.com
• The User agrees to provide TuBanc with the personal data necessary to conduct background checks, including criminal and judicial records, profile, income level, balance, and transaction history associated with the Platforms to which the User is linked, among other data. By accepting these terms and conditions, the User authorizes TuBanc to conduct these and any other studies it deems appropriate, and also authorizes TuBanc to collect and use their data for the duration of the relationship to fulfill TuBanc's business objectives.
• By completing and submitting the registration and application form, the User expressly authorizes TuBanc to share the information provided, including personal data and any required identity documents, with our Know Your Customer (KYC) service provider. This provider is responsible for validating the authenticity of the data provided and the user's identity.
• The identity verification process will include, but is not limited to, taking a selfie and scanning your ID. These measures are implemented to comply with applicable legal regulations, prevent fraud, and ensure the security of both users and TuBanc.
• Users will guarantee and be responsible, in any case, for the truthfulness, accuracy, validity and authenticity of the personal data they provide.
• TuBanc may share the information communicated with TuBanc with both the Platforms and the Allied Dealers, in order to carry out information verifications, as well as to have a history of the Services that have been provided to date.
• TuBanc does not assume any responsibility related to the condition, operation, quality and other aspects of the Vehicle sold by the Allied dealership.
• The User must file a claim directly with the Allied Dealership in case of any problem with the Vehicle, or in case of needing to make the warranty effective.
• The User declares and acknowledges that there is no consumer relationship between him and the Company, therefore the rules on consumer protection will not apply and that the Allied Dealer will be solely responsible for complying with his obligations derived from the consumer protection regime (Law 1480 of 2011) regarding the qualities of the Vehicle.
• If the personal information of Users undergoes any changes that may affect any of the Services offered by the Platform, Users must update it through the means provided for this purpose.
• Users accept and acknowledge that the Company will use the email address registered in the account as the primary method of communication.
• Users accept that created accounts or profiles may be disabled or limited if the Platform determines that incorrect, false or inaccurate information has been provided, or that improper use of the Platform has been made.
• The account is personal, unique and non-transferable.
• Users will access their account by entering the email address registered with TuBanc and their chosen personal security code. Users are obligated to maintain the confidentiality of their security code and to take the necessary security measures to prevent any security incidents related to the management of their account and the corresponding security code. The Company will not be liable for any loss or damage arising as a result of account insecurity.
• The Company may cancel an existing account for any reason, at its sole discretion.
• User accounts may not be assigned or transferred, nor may they be subject to any other commercial transaction not expressly recognized by these terms and conditions. Users are responsible for any unauthorized use by a third party, whether intentional or unintentional, or by any third party who may access their login credentials, for actions committed by Users, even those classified as slight negligence. Users agree to notify the Company immediately, through a suitable and verifiable means, of any unauthorized use of their account, as well as any unauthorized access to it by third parties.
• The User is solely responsible for the activity and Content managed from their account.

a. How is the credit study performed?

• By applying for a loan, the User agrees to undergo a credit check conducted by TuBanc to verify compliance with the internal requirements established for granting loans. This check will include, among other aspects, validating the applicant's ability to pay, analyzing their credit history, and confirming the information provided by the User.
• As part of the study process, TuBanc will verify the payment method of the initial fee proposed by TuBanc.
• Once these steps are successfully completed, TuBanc will generate an initial loan proposal, which may result in pre-approval of the requested loan. It is important to note that this pre-approval is subject to both the timely payment of the initial installment and compliance with the requirements outlined below:
  – Authorization for data processing
  – Acceptance of terms and conditions or Completion of the registration form
• Pre-approval of the loan is an initial step in the loan granting process and does not constitute an obligation on the part of TuBanc to grant the loan definitively. Final loan approval will be conditional upon full compliance with all requirements and conditions, including, but not limited to, the evaluation of collateral, the signing of contractual documents, and, where applicable, the approval of loan-related insurance.
• TuBanc reserves the right to reject the credit application based on its risk policy, without this generating any right to compensation or indemnification for the applicant.

b. How is the amount owed collected?

• The User authorizes TuBanc to make the direct debit collection on the Platform in which he/she is registered, and also on all platforms in which he/she is linked prior to and after his/her link with TuBanc.
• The User authorizes TuBanc to collect payment through Nequi.
• The User authorizes TuBanc to debit the Credit installments from the funds credited to him or her on the Platform or any other logistics or transport service platform in which he or she is registered, according to the payment schedule and the conditions agreed in the credit contract until the total value of the monthly installment is completed.
• TuBanc will inform the User of the execution of each charge corresponding to the credit installments, specifying the date and the amount debited.
• The User agrees to maintain sufficient funds in their account associated with the Platform to cover the loan installments. In the event of insufficient funds preventing payment of the installment on the agreed date, the User will be subject to the conditions established in the Loan Agreement for situations of default or non-compliance.
• Any modification to the User's status on the Platform must be communicated to TuBanc within five (5) days of the change occurring, and if the User decides not to continue providing services through the Platform, they must pay the full amount owed to TuBanc to date.
• TuBanc is committed to handling the User's financial information and personal data with the highest degree of confidentiality and security, in accordance with applicable legislation on the protection of personal data and privacy.

c. How long are these terms and conditions valid?

These terms and conditions will be in effect throughout the Payment Period, and until the debt with TuBanc is paid in full.
This relationship may be terminated for the following reasons:

a. For the User's consecutive failure to pay two (2) or more installments that exceed 15 calendar days of non-compliance.
b. Immediately when the User is included in the Bulletin of Fiscal Officials issued by the Comptroller General of the Republic, in the System for the Management of the Risk of Money Laundering and Financing of Terrorism SARLAFT or in the UN or OFAC restrictive lists, list of persons, groups and entities involved in terrorist acts and subject to restrictive measures of the European Union or in the list of foreign terrorist organizations of the United States Department of State.
In the event of termination of the relationship for any reason, the User accepts and acknowledges that they will remain liable to TuBanc for payment. These terms and conditions constitute an enforceable instrument, and the User waives any legal or contractual requirement, pre-trial notice, or any other means to enforce the collection of the obligations stipulated herein.

d. Can the User make an advance payment on the Loan?
The User may prepay the amount of the Credit without penalty, in which case they will pay the accrued interest up to the date of full payment of the Credit; in the case of partial payments to principal, the accrued interest will be calculated on the remaining principal balance.

e. Can TuBanc expedite the payment?
In the event of the User's failure to comply with any of his obligations related to the grounds for termination, the User hereby authorizes TuBanc to declare the Payment Term of the obligation in his charge expired and to make the total payment of the Credit due at once (corresponding to the total value of the Credit, less what the User has paid to the date of acceleration).

f. Can TuBanc reduce or withdraw the Authorized Limit?
TuBanc may reduce or withdraw the Credit at any time for the following reasons:

• For failing to make payments within the payment deadlines.
• Due to changes in TuBanc's internal policies.
• For fraud prevention purposes.
• Due to inconsistencies in the User's payment behavior.
• Any that TuBanc deems necessary to prevent harm to you.

g. Is it possible to change the bank account authorized for direct debit payments of my TuBanc loan?
No, as long as you have an active loan with TuBanc, you cannot change the account authorized for direct debit payments under any circumstances. This ensures the continuity and proper management of payments associated with your loan.

h. How does the insurance you will need to purchase work?
By accepting these terms and conditions, the User acknowledges and agrees that the acquisition of the service offered by TuBanc is conditional upon the mandatory purchase of an insurance policy («The Insurance»). This insurance aims to provide adequate coverage against the risks associated with the use and enjoyment of the contracted service.

a. Insurance Policy Details
The insurance will cover the following risks:

• Risk of physical damage to the vehicle or service due to accidents or natural causes.
• Risk of theft or robbery of the vehicle.
• Risk of civil liability for damages to third parties caused directly by the use of the Vehicle.
• [Any other risks you wish to include, specific to the service].

TuBanc guarantees that the offered insurance policy will be provided by a competent insurer duly authorized to operate in the corresponding territory. The specific terms of the insurance, including deductibles and coverage limits, will be communicated to the User at the time of purchase.

b. Cost of Insurance
The cost of the insurance will be included in the monthly service fee. The exact amount allocated for the insurance will be detailed to the user in advance. This amount is subject to change based on market rates and will be updated annually, with at least thirty (30) days' notice to the user.

c. Modifications to the Insurance Policy
TuBanc reserves the right to change insurers and modify the terms of the insurance policy, always seeking to offer better conditions or broader coverage. Any changes to the insurance policy will be communicated to the User at least thirty (30) days prior to the policy renewal date.

6.2. Terms and conditions applicable to Users in relation to Allied Dealerships.

• The User will be the sole holder of the rights and obligations arising from the purchase of the Vehicle with respect to the Allied Dealer.
• At the time of delivery of the Vehicle, the Allied Dealership will deliver to the User the purchase invoice, ownership card and other legal documents that have been generated from the acquisition of the Vehicle, so that the User has all the necessary legal documents that allow him, if necessary, to exercise the rights inherent to the purchase and sale.
• The Partner Dealership will be solely responsible for fulfilling the obligations and terms offered to Users regarding the delivery, quality, and warranty of the Vehicle. TuBanc will not be liable to the User for the consumer relationship established with the Partner Dealership.

7. What are the obligations of the Users?
Users agree to comply with all obligations set forth in these terms and conditions, as well as those determined in other documents, including, but not limited to, other contracts entered into with the Company, and the Personal Data Protection Policy. In addition to these, Users shall have the following obligations:

a. Pay the value of the Credit in the number of installments established in the Credit conditions, together with the interest, platform costs and other expenses that are communicated to the User.
b. To notify the Company of any irregularity or illegality of which you are aware, and which has occurred or is occurring at TuBanc.
c. Read and fully understand these terms and conditions, the credit agreement, the movable property guarantee agreement, the promissory note, and TuBanc's Personal Data Protection Policy.
d. Refrain from modifying, disassembling, decompiling, or reverse engineering TuBanc's software.
e. Refrain from testing, scanning for vulnerabilities, or attempting to circumvent the security mechanisms implemented on websites, servers, or networks connected to or related to Tu-Banc.
f. Provide all information requested by TuBanc truthfully, completely, accurately and precisely so that TuBanc can provide the Services.
g. Notify the Company in writing of any changes to your contact information (Address, Cell Phone, Email, etc.).

8. What are the Company's obligations?
The Company shall comply with all obligations set forth in these terms and conditions, as well as those determined in other documents, including, but not limited to, the Personal Data Protection Policy. In addition to these, the Company shall have the following obligations:
a. Provide the infrastructure for the proper functioning of the Services.
b. Perform the credit analysis and review of all information provided by the User and the Allied Dealer to determine the credit options available to the User to acquire the Vehicle from the Allied Dealer.
c. To receive, through the established means, information from Users to determine their credit profile and provide the Services.
d. Perform the User's credit validation in order to manage the Credit approval process.
e. Disburse the Credit to the Allied Dealer.
f. Require all Users to provide information that allows their identification.
g. Communicate to the User all information regarding the terms of the Credit.
h. Respond promptly to the User's needs regarding the Credit conditions.
i. The others established in these terms and conditions.

9. What is the Company's responsibility?
The Company informs Users that it will be exempt from liability when:

• Users provide incorrect, inaccurate, outdated or false identity data or information, and in particular, although not exclusively or limitingly, for damages of any nature that may be due to impersonation of a third party, carried out by a User in any kind of communication or transaction carried out through TuBanc.
• When there is a suspension, interruption or cut-off of the Service due to corrective or preventive maintenance.
• When urgent modifications are necessary in TuBanc due to causes beyond the Company's control, such as significant congestion in the lines or signals, force majeure or fortuitous events attributable to nature, atmospheric conditions, high or low voltage in the electrical system, and others of a similar nature.
• Due to viruses imported through the network or whatever their origin.
• Due to the improper use of the Services by the User, whether due to lack of knowledge, poor configuration, technical access failures or other similar issues in the equipment owned by the Users.
• For loss of profits from business not conducted by Users, lost profits, financial losses, or loss of information or data.
• For any costs, losses or damages caused to Users as a result of the improper use of the Services by persons unrelated to TuBanc
• For infringements of intellectual property rights committed by Users, who claim to be rights holders, whether as owners or licensees of such rights, or who presume to have any type of authorization for their use.

In any case, the Company's liability is limited to 100% of the value of the interest paid by the User to the Company in the 12-month period prior to the event that gave rise to the liability or the interest that has been caused up to the time that damage occurs.

10. What is the warranty on the Service?
The Company does not guarantee the availability, continuity, or error-free operation of TuBanc and, consequently, excludes, to the fullest extent permitted by applicable law, any liability for damages of any kind that may arise from the unavailability or lack of continuity of TuBanc and the services enabled therein, as well as from errors in accessing the various web pages or those from which such services may be provided. However, the Company does guarantee its commitment to continuously verify and monitor its content and information.

Once the TuBanc team becomes aware of any technical difficulties that may prevent its normal operation, the necessary technical measures will be taken, which also includes prior notification to Users, through the enabled email address and/or through TuBanc.

TuBanc will make its best efforts to provide the Services with the quality that Users expect, subject to these terms and conditions.

11. How can I submit a complaint, claim, or suggestion (PQRS)?
Complaints, claims, and requests (PQRS) to TuBanc Services will be governed by the following provisions:
11.1. User complaints, claims, requests, and suggestions (PQRS) may be submitted through the contact form or by email to: dic.tubanc@gmail.com
11.2. The User or a third party on their behalf, after identification, may submit their direct claims free of charge, at TuBanc or other means that it has available.
11.3. TuBanc will register and individualize the claim by assigning a number to your claim, which will be made known to the person who filed it, through a copy or by informing them of the number of this.
11.4. TuBanc may transfer the PQRS to a third party when it deals with information or a service not provided directly by TuBanc.
11.5. If the response corresponds to the Platform, it must be given to the User within the following fifteen (15) business days.
12. Compensation
Users agree to hold harmless, defend, indemnify and hold harmless the Company from any claim, liability, damage, loss and expense, including, but not limited to, legal fees, arising out of or in any way related to the breach of these terms and conditions, improper use of the Platform, non-payment of the obligation, and in general about any breach that may arise.

13. Term and Termination
These terms and conditions and other binding documents will apply to the relationship with the Company, while the User uses the Services offered by TuBanc.
In the event that the Company determines that the User has violated any of the conditions set forth in this document, it may immediately terminate or suspend the relationship with the Company, request payment of the credit amount and/or enforce the Promissory Note in case of outstanding balances.

14. Force majeure and fortuitous event
Neither the Users nor the Company will be liable for failure or delay in the performance of obligations in the event of a force majeure event, that is, one that is irresistible and unforeseeable, and that is beyond the reasonable control of both the User and the Company, including, but not limited to, the enactment of a law, an act of authority, a flood, an earthquake, a pandemic, etc.

Neither the User nor the Company will be liable in the event of a fortuitous event, which involves the act of a third party that becomes unforeseeable and irresistible and legally unrelated to the party alleging it, including, but not limited to, a war, a malicious act of third parties, etc.

In any case, force majeure and fortuitous events will be considered exemptions from liability and will suspend or extinguish, as applicable, the fulfillment of obligations.

15. Acceptance of the terms and conditions and any modifications thereto
The use of the functionalities included in TuBanc by Users implies acceptance of these Terms and Conditions. If any User disagrees with any of the elements contained in the Terms and Conditions, they must cease using TuBanc and the application for and use of the Credit, considering that the Payment Period will be accelerated and they must immediately pay the amount owed up to that point.

These Terms and Conditions constitute a legally binding agreement between the Users and the Company.

16. Applicable legislation
Users agree that these terms and conditions shall be governed by Colombian law. In the analysis of this document, the documents herein shall be interpreted in the following order: (i) The terms and conditions (ii) The Credit Agreement (iii) The Chattel Mortgage Agreement (iv) The promissory note (v) The personal data processing policy (vi) Any other written document signed by the User and the Company with the intention that it forms part of the binding documents.

17. Separability
Users agree that each of the clauses in this document is essential and failure to comply with any of them may result in the termination of the contract that the User enters into with the Company.

If any provision of the binding documents is deemed invalid, illegal, or unenforceable, its remaining provisions shall in no way be affected or impaired, and the invalid, illegal, and unenforceable provisions shall be restated in a manner that reflects the original intent of the document.

18. Conflict resolution
Users agree that for any disagreement or discrepancy that may arise during the use of the Service, the User and the Company will have a term of thirty (30) calendar days, counted from the date of the claim, to resolve their differences by resorting to direct negotiation or conciliation.

If after this time we cannot reach an agreement, both the User and the Company are free to resort to ordinary justice.

Thank you for carefully reading our terms and conditions.

Last updated: 03/12/2024