B2B Master Mandate Agreement
Between Zabio S.A.S. and the Operating Partner
Adhesion document incorporated by reference in the Terms and Conditions of Use of the Zabio Platform (www.zabio.com)
Version 2.0 – April 2026
This B2B Master Mandate Agreement (hereinafter, the "Agreement") is the generic contractual instrument through which any legal entity that onboards as an Operating Partner to the Zabio Platform (www.zabio.com) accepts the conditions of the successive mandate under which ZABIO S.A.S. executes backend operations on behalf of and by order of said Partner.
This Agreement is deemed incorporated by reference in the Terms and Conditions of Use of the Zabio Platform. Its acceptance is materialized by adhesion, at the time of the Operating Partner's onboarding to the Platform, through the enabled electronic mechanisms (checkbox, OTP, biometrics, electronic signature, or other suitable mechanism). Consequently, it does not require a handwritten signature unless the Parties expressly agree otherwise or when they execute a Sole Annex of Particular Terms pursuant to section 6.4 of this Agreement.
1. Identification of the Parties
THE MANDATARY: ZABIO S.A.S., a simplified stock corporation incorporated under the laws of the Republic of Colombia, identified with Tax ID (NIT) 901.818.731-6, with principal domicile at Carrera 15 # 95-35, Office 205, Bogotá D.C., Colombia (hereinafter, "ZABIO" or the "MANDATARY").
THE PRINCIPAL: any legal entity that onboards as an Operating Partner to the Zabio Platform (www.zabio.com) and that, by virtue of said onboarding process, accepts by adhesion the Terms and Conditions of Use of the Platform and this Agreement. The identity, contact information, legal representation, domicile, and other information of the PRINCIPAL are established by the information registered and validated by the MANDATARY during the Know Your Business (KYB) and onboarding process of the PRINCIPAL on the Zabio Platform (hereinafter, the "PRINCIPAL" or the "OPERATING PARTNER"). Consequently, it is not necessary to record such data in the body of this Agreement, which are deemed incorporated by reference from the PRINCIPAL's registration on the Zabio Platform.
The MANDATARY and the PRINCIPAL shall be referred to jointly as the "Parties" and individually as a "Party."
2. Definitions
The definitions contained in the Terms and Conditions of Use of the Zabio Platform (version in effect at the time of onboarding) apply supplementarily to this Agreement. For clarity, the following are incorporated:
Digital Assets: virtual goods or crypto-assets that have economic value and may be subject to purchase, sale, tokenization, detokenization, exchange, transfer, or settlement operations through the Zabio Platform or through authorized third parties.
CARF: Crypto-Asset Reporting Framework adopted by the OECD, an international framework for crypto-asset information reporting applicable when Colombian law incorporates it.
Conversion: a purchase, sale, exchange, tokenization, detokenization, delivery, receipt, transfer, or settlement operation of fiat resources and/or virtual assets executed by the MANDATARY on behalf of and by order of the PRINCIPAL.
Compliance Event: any alert, inconsistency, match on restrictive lists, lack of information, authority requirement, or legal, reputational, regulatory, or operational risk situation that authorizes the MANDATARY to refrain from executing, or to suspend, block, or defer operations.
Regulatory Information: information about identity, tax residence, balances, operations, types of crypto-assets, number of units, number of operations, value in legal tender, and other data required by applicable regulations or competent authorities.
Valid Instruction: an express, clear, complete, and verifiable order issued by the PRINCIPAL through the channels enabled by the MANDATARY, containing sufficient information to execute the requested operation.
Mandate: the authority conferred by the PRINCIPAL upon the MANDATARY to act, on behalf of and by order of the former, in the operational, technological, and compliance execution of Conversion operations, within the terms provided for in this Agreement.
Zabio Platform: the set of digital channels, applications, interfaces, APIs, technological tools, and integrations enabled by the MANDATARY for receiving instructions, validation, monitoring, traceability, and operation support, accessible through the website www.zabio.com.
Authorized Platforms: exchanges, wallets, operational accounts, custodians, gateways, technology providers, blockchain infrastructures, and other execution mechanisms previously approved by the MANDATARY.
Operational Protocols: technical, documentary, validation, security, compliance, and risk management procedures defined by the MANDATARY.
Stablecoin: a crypto-asset whose value remains relatively stable by being linked to an underlying or reference asset, such as fiat currencies.
End User: a natural or legal person for whom onboarding, validation, authentication, due diligence, and operational execution processes of an operation are carried out, within the framework of the direct commercial relationship with the PRINCIPAL.
3. Recitals
FIRST. The PRINCIPAL develops an operational model under which it acts as legal operator vis-à-vis the END USER with respect to operations entered into at the counter or through its authorized channels, assuming the corresponding contractual, commercial, and informational relationship with said user.
SECOND. The MANDATARY has the technological, operational, and compliance infrastructure to support the backend execution of operations related to digital assets, including validation, due diligence, transaction monitoring, traceability, and Regulatory Information management capabilities.
THIRD. The Parties acknowledge that the END USER's relationship with the PRINCIPAL is distinct and independent from the contractual relationship between the PRINCIPAL and the MANDATARY. The MANDATARY does not assume, by the mere fact of intervening in operational or technological execution, the capacity of direct legal counterparty of the END USER.
FOURTH. The activities assumed by the MANDATARY regarding validation, due diligence, monitoring, and Regulatory Information management are limited to the scope agreed upon in this Agreement, without prejudice to the obligations corresponding to the PRINCIPAL in its capacity as legal operator vis-à-vis the END USER.
4. Clauses
4.1. Purpose.
The PRINCIPAL entrusts to the MANDATARY, and the latter accepts, the execution on behalf of and by order of the PRINCIPAL of the operational, technological, and compliance activities necessary to materialize Conversion operations arising from operations entered into by the PRINCIPAL with END USERS at the counter or through its authorized channels.
The MANDATARY shall intervene exclusively in the backend execution of such operations, in accordance with Valid Instructions, Operational Protocols, Authorized Platforms, and applicable regulations.
The Parties acknowledge that the PRINCIPAL acts as legal operator vis-à-vis the END USER and defines the economic conditions applicable to the END USER. The MANDATARY acts exclusively as technology provider, execution operator, and compliance manager within the agreed scope.
This Agreement has the nature of a framework mandate for ongoing execution. Individual operations shall be deemed issued through Valid Instructions from the PRINCIPAL, without requiring the execution of an independent agreement for each transaction.
4.2. Scope.
The mandate comprises exclusively the operational, technological, and compliance execution by the MANDATARY, on behalf of and by order of the PRINCIPAL, without assuming the direct contractual relationship between the PRINCIPAL and the END USER. The MANDATARY shall carry out identification, validation, due diligence, transaction monitoring, documentary preservation, and Regulatory Information management processes that correspond to it, including that required by applicable regulatory frameworks such as CARF when appropriate.
4.3. Obligations of the MANDATARY.
(a) Execute Valid Instructions within the limits of the Agreement, its Operational Protocols, and applicable regulations. (b) Use only Authorized Platforms. (c) Carry out identification, validation, know your customer, due diligence, source of funds verification, transaction monitoring, documentary preservation, and Regulatory Information management processes. (d) Maintain documentary, technological, and operational traceability of executed operations. (e) Inform the PRINCIPAL of relevant incidents, developments, or contingencies. (f) Reasonably safeguard and segregate, when received, the funds, virtual assets, and information under its charge, without assuming a general custody obligation. (g) Refrain from executing operations when there is a valid cause for rejection, suspension, blocking, or deferral.
4.4. Obligations of the PRINCIPAL.
(a) Issue only Valid Instructions. (b) Provide the MANDATARY with the necessary information, supporting documents, authorizations, and documentation. (c) Guarantee the truthfulness, sufficiency, accuracy, lawfulness, and timeliness of the information it provides, as well as the information obtained from END USERS. (d) Be responsible for the legitimacy, lawful origin, and destination of the resources and assets involved. (e) Assume vis-à-vis the END USER the contractual, commercial, and informational relationship arising from the operation, including the definition of rates, prices, margins, disclosures, and other conditions offered. (f) Cooperate with the MANDATARY in handling regulatory, tax, or authority requirements. (g) Keep the information registered on the Zabio Platform up to date, including identification data, legal representation, ultimate beneficial owners, and contact information.
4.5. Powers of the MANDATARY.
The MANDATARY shall have technical, operational, and compliance autonomy to execute the entrusted operations, define the processing sequence, select Authorized Platforms, engage with third parties necessary for execution, apply its Operational Protocols, perform documentary and transactional validations, and adopt decisions of approval, observation, rejection, suspension, blocking, or deferral, within the limits of the conferred mandate.
Regarding risk jurisdictions, the MANDATARY may apply differentiated controls under a risk-based approach. Onboarding or operations associated with a jurisdiction on the FATF grey list shall not imply automatic rejection or full Enhanced Due Diligence in all cases; however, it may trigger additional validations, enhanced monitoring, document requests, Compliance Officer approval, or rejection of the operation when the amount, recurrence, user profile, channel nature, origin or destination of resources, or any red flag so justifies. Jurisdictions subject to calls for action, binding sanctions, or other mandatory restrictions may give rise to the blocking or non-execution of operations.
5. Economic Model
5.1. PRINCIPAL's discretion in setting economic conditions vis-à-vis the END USER.
The Parties expressly acknowledge that the PRINCIPAL, in its capacity as legal operator vis-à-vis the END USER, defines at its sole discretion and in accordance with its own commercial policies the economic conditions offered to the END USER, including the rate, price, or exchange value applicable to the operation. Such conditions may not be known in advance by the MANDATARY.
5.2. MANDATARY's spread as the general economic model.
Unless expressly agreed otherwise in a Sole Annex of Particular Terms duly executed by the Parties, the general economic model applicable to this Agreement shall be as follows: the MANDATARY shall execute operations based on its own backend execution conditions, including rates, prices, liquidity costs, technology costs, operational costs, and other applicable execution variables.
The economic differential or spread generated between the economic conditions offered by the PRINCIPAL to the END USER and the MANDATARY's backend execution conditions shall constitute the MANDATARY's own income, as it corresponds to the economic compensation derived from the operational, technological, processing, monitoring, traceability, validation, and execution services provided under this mandate.
The MANDATARY does not require prior consent from the PRINCIPAL to set its backend execution conditions, without prejudice to its obligation to act in accordance with the required diligence, Operational Protocols, applicable regulations, and conditions expressly agreed between the Parties.
5.3. Third-party resources.
Resources corresponding to the principal amount of the operation, as well as any values received or managed by the MANDATARY on behalf of the PRINCIPAL, the END USER, or third parties linked to the operation, shall have the nature of income received for third parties and, therefore, shall not constitute the MANDATARY's own income.
Consequently, only the values corresponding to its economic compensation, spread, fee, commission, or differential actually accrued in its favor shall have the nature of the MANDATARY's own income, in accordance with the economic model applicable to the operation and current tax and accounting regulations.
5.4. Particular economic stipulations.
Any additional economic stipulation agreed between the Parties (including, but not limited to, channeling commissions in favor of the PRINCIPAL, commissions for channeling new referred clients, particular fees, settlement time adjustments, or other specific commercial terms) must be recorded in a Sole Annex of Particular Terms duly executed by the Parties. In the absence of a duly executed Sole Annex, no economic stipulation other than that described in the preceding sections shall be deemed agreed.
5.5. Alternative economic models documented in a Sole Annex.
When for commercial, accounting, tax, or operational reasons the Parties agree on an economic model different from that provided in sections 5.1 to 5.4, including schemes in which the PRINCIPAL invoices the MANDATARY a commission, margin, channeling fee, economic participation, or equivalent value, such model must be recorded in an express, specific, and complete manner in a Sole Annex of Particular Terms.
The Annex must indicate, at a minimum: (i) the economic nature of the payment; (ii) the calculation basis; (iii) the settlement periodicity; (iv) the party obligated to invoice; (v) the applicable taxes, withholdings, or tax treatments, to the extent validated by the Parties and their advisors; (vi) the temporal scope of the exceptional model; and (vii) the express indication that such model does not modify the general regime of this Agreement for other Operating Partners or operations.
The existence of an alternative economic model does not imply commercial agency, representation, financial intermediation, public deposit-taking, partnership, joint venture, general mandate to bind Zabio vis-à-vis third parties, or assignment of the contractual position of Zabio or the PRINCIPAL, unless expressly and validly agreed otherwise.
6. Operational Information and Traceability
The PRINCIPAL shall have access, through the Zabio Platform, to the operational history of transactions executed under this Agreement, to the extent that the technological tool allows according to its current functionalities.
The MANDATARY shall not be obligated to deliver to the PRINCIPAL periodic reports, manual reconciliations, or specific reports in addition to the information available on the Zabio Platform, without prejudice to the regulatory reports that the MANDATARY must submit to competent authorities (including, among others, the UIAF, DIAN, and, when applicable, foreign authorities under frameworks such as CARF) and the documentary traceability it internally maintains in accordance with its policies and applicable regulations.
7. Liability and Limitation
The MANDATARY shall be exclusively liable for the correct execution of Valid Instructions and for the diligence required in managing funds, assets, information, and processes under its effective control.
The MANDATARY shall not be liable for losses, delays, or damages arising from: (i) market fluctuations, volatility, or illiquidity of virtual assets; (ii) failures, hacking, congestion, unavailability, forks, network errors, or events inherent to blockchain, exchanges, wallets, custodians, banks, payment providers, or other third parties; (iii) incorrect, ambiguous, incomplete, inconsistent, or unverifiable instructions issued by the PRINCIPAL; (iv) false, inaccurate, insufficient, or untimely information or documentation provided by the PRINCIPAL, its END USERS, or linked third parties; and (v) force majeure, acts of God, or acts of authority.
The foregoing limitation shall not apply when the damage directly arises from breach of Valid Instructions, gross negligence or willful misconduct by the MANDATARY, breach of expressly assumed regulatory obligations, or material violation of Operational Protocols.
Except in cases of willful misconduct or gross negligence, the MANDATARY's total cumulative liability to the PRINCIPAL shall not exceed the total amount actually received in favor of the MANDATARY under this Agreement during the three (3) calendar months immediately preceding the date on which the claim arises.
8. Term and Termination
This Agreement shall have an indefinite term from the time of acceptance by adhesion by the PRINCIPAL on the Zabio Platform. Either Party may terminate it at any time by written notice to the other Party with a minimum advance notice of thirty (30) calendar days.
The Agreement may be terminated immediately due to: (a) material breach by the other Party; (b) provision of false, incomplete, misleading, or materially inaccurate information; (c) appearance of the other Party, its directors, ultimate beneficial owners, or relevant counterparties on restrictive or sanctions lists; (d) requirement from a competent authority or regulatory change that makes the continuity of the operation unfeasible or illegal; (e) materialization of a compliance, ML/TF/FPWMD, reputational, legal, operational, or technological risk; or (f) improper, unauthorized, or fraudulent use of the platform or services.
Termination shall not affect the validity of previously executed operations or the pending obligations of payment, cooperation, confidentiality, documentary preservation, regulatory compliance, and indemnification.
9. Third-Party Claims, Defense, and Cooperation
In the event of claims, complaints, requirements, investigations, judicial or administrative actions brought by END USERS, authorities, or third parties, the Party receiving the claim shall immediately notify the other and forward the corresponding supporting documents.
When the claim arises directly and exclusively from acts, omissions, operational errors, technological failures, or breaches attributable to the MANDATARY, the latter shall assume at its cost the technical, operational, and documentary defense regarding the facts attributable to it. Neither Party may acknowledge facts, assume liability, settle, or enter into arrangements regarding matters that affect the other without its prior written consent.
10. Representations and Warranties
Each Party represents and warrants to the other that (i) it is validly incorporated and authorized to enter into and execute this Agreement; (ii) the execution does not contravene any legal, statutory, or contractual provision; and (iii) the information it provides is and shall remain truthful, sufficient, and up to date.
The PRINCIPAL additionally represents that it acts as legal operator vis-à-vis the END USER, that it has the necessary authorizations and supporting documents to validly instruct the MANDATARY, that it has obtained or will obtain from END USERS the applicable mandates, authorizations, acceptances, and disclosures, and that the resources and assets involved have legitimate origin and destination.
The MANDATARY additionally represents that it has the operational, technological, and compliance infrastructure necessary to execute the mandate within the agreed scope.
11. Dispute Resolution
This Agreement shall be governed by the laws of the Republic of Colombia. Any difference or dispute arising from its execution, interpretation, performance, breach, termination, or liquidation shall be resolved through arbitration administered by the Arbitration and Conciliation Center of the Bogotá Chamber of Commerce, pursuant to its rules, by one (1) arbitrator designated by mutual agreement of the Parties or, failing that, by the Center. The arbitration shall be conducted in the city of Bogotá D.C., in Spanish, and the award shall be rendered in law.
12. Modifications, Waivers, and Partial Nullity
The MANDATARY may modify this Agreement for legal, regulatory, operational, technological, security, or business reasons, by publishing the current version on the Zabio Platform. Continued use of the Platform by the PRINCIPAL after the entry into force of duly communicated modifications shall imply acceptance thereof. When the modification substantially affects the PRINCIPAL's rights or obligations, the PRINCIPAL may terminate the Agreement with thirty (30) calendar days' advance notice.
Either Party may waive the enforcement of obligations owed by the other, provided such waiver is expressly recorded in writing.
If any provision is prohibited, becomes null, ineffective, or unenforceable, the remaining provisions shall retain full binding and obligatory effects for the Parties.
13. Taxes
Each Party shall be responsible for complying with its tax obligations and for paying the taxes, fees, contributions, withholdings, and other levies legally corresponding to it.
The Parties acknowledge that the tax treatment of operations with digital assets, fiat resources, stablecoins, commissions, fees, spreads, margins, or economic differentials shall depend on the legal and economic nature of each operation and the role assumed by each Party. Consequently, no provision of this Agreement shall be construed as a definitive tax classification, a certification regarding the accrual or non-accrual of VAT, or as a substitute for the accounting or tax validation that each Party must perform.
Each Party shall be responsible for issuing the invoices, equivalent documents, accounting records, withholdings, and reports legally corresponding to it. When a Sole Annex of Particular Terms exists, it must specify the party obligated to invoice, the periodicity, the taxable base or calculation basis, and the applicable tax treatment, without prejudice to regulatory changes or criteria from competent authorities.
The Parties acknowledge that (i) resources corresponding to the principal amount and third-party resources managed by the MANDATARY do not constitute the MANDATARY's own income; (ii) the spread or economic differential generated in operations constitutes the MANDATARY's own income; and (iii) any income recognized in favor of the PRINCIPAL pursuant to the Sole Annex of Particular Terms shall constitute the PRINCIPAL's own income, subject to applicable invoicing and withholding rules.
14. Indemnification
The MANDATARY shall hold the PRINCIPAL harmless against claims, penalties, fines, losses, damages, costs, and expenses arising from breach of Valid Instructions, operational error, gross negligence or willful misconduct by the MANDATARY, and breach of diligence, validation, compliance, or reporting obligations expressly assumed.
In turn, the PRINCIPAL shall hold the MANDATARY harmless against claims, contingencies, penalties, losses, damages, costs, and reasonable expenses arising from the falsity, inaccuracy, or insufficiency of information provided by the PRINCIPAL, its END USERS, or linked third parties; the absence of mandates, authorizations, disclosures, or supporting documents obtained from the END USER; the contractual, commercial, or informational relationship of the PRINCIPAL with the END USER; the rates, prices, margins, or conditions offered by the PRINCIPAL; and the breach of legal, commercial, or regulatory obligations of the PRINCIPAL as legal operator vis-à-vis the END USER.
15. Penalty Clause and Executory Title
In the event of breach of essential obligations, the compliant Party may demand from the breaching Party a penalty clause equivalent to the total amount actually received by the affected Party under this Agreement during the three (3) calendar months immediately preceding the date of breach. The penalty clause shall be deemed included within the liability limits of section 7.
The Parties expressly acknowledge that this Agreement constitutes an executory title for demanding compliance with the clear, express, and enforceable obligations arising therefrom, pursuant to the General Code of Procedure.
16. Notifications
Notifications, requests, or communications shall be made in writing, by email, or through the channels enabled on the Zabio Platform. Notifications sent by email shall be deemed received on the date of sending, provided there is proof of dispatch.
For the MANDATARY: email info@zabio.com; physical address Carrera 15 # 95-35, Office 205, Bogotá D.C., Colombia.
For the PRINCIPAL: the channels registered by it during the onboarding process to the Zabio Platform. The PRINCIPAL shall be responsible for keeping its contact information up to date on the Platform.
17. Acceptance
Acceptance of this Agreement is made by adhesion, at the time of the PRINCIPAL's onboarding as an Operating Partner on the Zabio Platform (www.zabio.com), through the enabled electronic mechanisms, including checkboxes, OTP, biometrics, electronic signature, data messages, or any other suitable mechanism pursuant to applicable regulations.
Such mechanisms shall have full evidentiary and binding validity with respect to the acceptance of the Agreement, its content, and the legal effects derived therefrom.
When the Parties agree on particular economic conditions pursuant to section 5.4, they shall additionally execute a Sole Annex of Particular Terms by electronic or handwritten signature of their legal representatives, which shall be deemed complementary to this Agreement.
