B2C Mandate Agreement

Client and ZABIO S.A.S.

Adhesion document incorporated by reference in the Terms and Conditions of Use of the Zabio Platform

1. Identification of the Parties

THE MANDATARY: ZABIO S.A.S., a simplified stock company incorporated under the laws of the Republic of Colombia, identified with Tax ID 901.818.731-6, with principal domicile at Carrera 15 # 95-35, Office 205, Bogotá D.C., Colombia.

THE PRINCIPAL (CLIENT): any natural or legal person, domestic or foreign, who contracts a service with a Service Provider (hereinafter, SP) linked to the Zabio Doc network and who, for the payment of said service, issues instructions to ZABIO S.A.S. regarding their own resources pursuant to this Agreement. The CLIENT's identity is established by the information validated by ZABIO S.A.S. during the Know Your Customer (KYC) and onboarding process, in accordance with the SAGRILAFT framework in force.

SERVICE PROVIDER (SP): a natural or legal person, commercially linked to the Zabio Doc network, who provides the CLIENT with the underlying service (medical, legal, accounting, insurance, or other) whose payment is channeled through this mandate. The SP is not a party to this Agreement, neither grants nor receives any mandate under this instrument, does not intervene in the execution of operations involving Digital Assets, and its sole relationship with the flow is that of the beneficiary designated by the CLIENT to receive the result in Fiat Currency, in payment of the independent commercial obligation the CLIENT owes it for the service rendered.

2. Definitions

SP Registered Account: a bank account in Colombia, in Colombian pesos (COP), reported and validated by the SP before ZABIO S.A.S. as the exclusive destination of the disbursements credited to it under this Agreement.

Valid Instruction: an express, clear, complete, and verifiable order issued by the CLIENT to ZABIO S.A.S., through the enabled channels, that identifies the amount, the beneficiary SP, and the SP Registered Account to which the result of the operation must be credited.

The definitions of Digital Assets, Mandate Certificate, Economic Conditions of the Operation, Compliance Event, Fiat Currency, Authorized Platforms, Operational Protocols, and Stablecoin already contained in the terms and conditions defined by Zabio S.A.S. remain unchanged.

3. Purpose and scope of the instruction

The CLIENT confers upon ZABIO S.A.S., and the latter accepts, a direct mandate to execute on behalf and by order of the CLIENT, over the resources the CLIENT delivers or instructs to it, the following chain of operations:

• (i) Receive, in the wallet registered by the CLIENT during the onboarding process, the Digital Assets (USDT/USDC) that the CLIENT transfers to it for the execution of the mandate — at no point during this stage do resources in legal tender or foreign currency enter ZABIO S.A.S.;
• (ii) Convert said resources into the Colombian peso stablecoin (COPM), through a verified institutional counterparty, at the reference rate disclosed to and accepted by the CLIENT at the time of the operation;
• (iii) Detokenize the COPM resulting from the previous operation into Colombian pesos (COP);
• (iv) Deliver the resulting COP, by direct credit to the SP Registered Account of the SP designated by the CLIENT, in payment of the commercial obligation the CLIENT owes it for the service rendered.

The mandate is deemed executed and exhausted upon the effective credit of the COP to the SP Registered Account.

The resources subject to the operation at no time pass through any account, wallet, or asset of the SP, nor through ZABIO S.A.S.'s own account beyond the instant of execution; they remain, until that moment, under the ownership and control of the CLIENT in its capacity as principal.

The SP only receives, in its bank account and in Fiat Currency, payment of its claim against the CLIENT, without this implying for the SP the receipt, holding, disposal, or knowledge of Digital Assets at any stage of the flow.

ZABIO S.A.S. shall execute the mandate under an obligation of means, with the diligence proper to its professional activity:

• (a) it shall execute the Valid Instruction within the term disclosed to the CLIENT at the time of the quote or order (TTL of the operation), except in the event of a Compliance Event or duly communicated force majeure;
• (b) it shall apply the validation, KYC, KYT, and risk management procedures required by applicable regulations, including the SAGRILAFT framework; and
• (c) it shall timely inform the CLIENT of any delay, suspension, or impossibility of execution, indicating its cause. ZABIO S.A.S. shall not be liable for breaches arising from force majeure, fortuitous events, acts of a third party (including the institutional conversion counterparty), or incomplete, inaccurate, or unverifiable instructions provided by the CLIENT.

It shall not be obligated to execute Valid Instructions that are ambiguous, incomplete, inconsistent, unverifiable, or contrary to law.

4. Liability regarding the underlying service

ZABIO S.A.S. is not a party to the underlying service contracted between the CLIENT and the SP, nor a guarantor of its quality, timeliness, suitability, or performance.

Consequently, ZABIO S.A.S. assumes no liability whatsoever for the non-provision, defective provision, cancellation, postponement, or any dispute relating to the underlying service; such disputes shall be resolved directly between the CLIENT and the SP, in accordance with the commercial relationship that binds them, which is unrelated to this Agreement.

The restitution of the resources subject to the mandate upon cancellation of the underlying service, when applicable, shall be the exclusive competence and responsibility of the SP vis-à-vis the CLIENT, and not of ZABIO S.A.S., whose mandate is deemed executed and exhausted upon the effective credit of the COP to the SP Registered Account pursuant to the Purpose and scope of the instruction clause.

5. Applicable law, jurisdiction, and language

This Agreement is governed by the laws of the Republic of Colombia.

Any dispute arising from its interpretation, execution, or termination shall be submitted to the ordinary courts of the Republic of Colombia, with jurisdiction in Bogotá D.C.

This Agreement is binding in its Spanish version, which shall prevail over any translation into another language made available to the CLIENT for exclusively informational or courtesy purposes during the onboarding process.