1. Introduction


These Terms and Conditions (the “Terms”) govern the access to and use of the services (the “Services”) provided by Servicios Integrados de Onboarding Zenpli, S.A.P.I. de C.V. (the “Company,” “We,” or “Us”) through its software platform and related applications (the “Platform”).

By accessing, registering for, or using the Services, the entity or individual acting on behalf of such entity (the “Customer”) acknowledges and agrees to be legally bound by these Terms. Acceptance of these Terms may be evidenced by electronic means, including clickwrap acceptance, electronic signatures, or continued use of the Services, in accordance with the Código de Comercio.

2. Definitions


For purposes of these Terms:

• Company means Servicios Integrados de Onboarding Zenpli, S.A.P.I. de C.V.
  
• Customer means the legal entity that registers for or uses the Services.
  
• Platform means the software, APIs, and web applications made available by the Company to access the Services.
  
• Services means the data, automation, and intelligence services for identity verification, including but not limited to Know Your Customer (KYC) and Know Your Business (KYB) processes, designed to support the Customer’s compliance and risk assessment efforts. The Services do not constitute legal, regulatory, or compliance advice.
  
• Access Credentials means any user IDs, passwords, keys, or authentication methods used to access the Platform.
  
• SLA means the Service Level Agreement applicable to the Services.
  
• Terms means these Terms and Conditions, as amended from time to time.

3. Eligibility and Scope of Use

The Services are offered exclusively for business and commercial use. By using the Services, the Customer represents and warrants that:

a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction;
b) It has full legal authority to enter into these Terms;
c) The individual accepting these Terms is duly authorized to bind the Customer; and
d) It will use the Services in compliance with all applicable laws and regulations.

The Services are not intended for consumer use under applicable federal consumer protection laws.

4. Services Provided


The Company provides technology-enabled Services intended to assist Customers in evaluating identity, compliance, and risk-related information. The Customer acknowledges that:

• The Company does not make final determinations regarding compliance, onboarding approval, or regulatory outcomes.
  
• Use of the Services does not guarantee compliance with any law, regulation, or requirement of any regulatory authority.
  
• The Customer remains solely responsible for its compliance decisions and regulatory obligations.
  

Detailed descriptions of available Services and subscription tiers are provided through the Platform or in applicable commercial agreements.

5. Account Registration and Use


To access the Platform, the Customer must:

• Provide accurate, current, and complete registration information;
  
• Maintain and promptly update such information as necessary;
  
• Safeguard the confidentiality of its Access Credentials; and
  
• Notify the Company immediately of any unauthorized use or security incident.
  

The Customer is responsible for all activities conducted through its account and for ensuring that its authorized users comply with these Terms.

6. Pricing and Payment

6.1 Fees

Fees for the Services are specified on the Platform or in an applicable commercial agreement and may be updated with prior notice.

6.2 Payment Terms

Invoices are payable in United States Dollars (USD) within thirty (30) days of the invoice date. Failure to make timely payment may result in suspension or termination of the Services.

6.3 Taxes

All fees are exclusive of applicable taxes, including value-added tax (VAT) or similar taxes, which shall be borne by the Customer and invoiced in accordance with applicable tax laws.

7. Service Level Agreement


The Company will use commercially reasonable efforts to ensure that the Platform is available at least ninety-seven percent (97%) of the time during business hours, excluding scheduled maintenance, force majeure events, and circumstances beyond the Company’s reasonable control. Any SLA credits shall constitute the Customer’s sole and exclusive remedy for SLA failures.

8. Data Privacy and Security

The Parties acknowledge that, for purposes of applicable data protection laws, including the Federal Law on Protection of Personal Data Held by Private Parties (LFPDPPP):

• The Customer acts as the data controller; and
  
• The Company acts as a data processor (encargado).
  

The Customer represents and warrants that it has obtained all necessary consents and legal bases to process and transfer personal data to the Company. The Company shall process personal data solely in accordance with the Customer’s documented instructions and its Privacy Notice.

9. Intellectual Property

All intellectual property rights in and to the Platform and Services remain exclusively with the Company. Subject to these Terms, the Customer is granted a limited, non-exclusive, non-transferable, and non-sublicensable license to use the Platform solely for its internal business purposes.

No rights are granted by implication or otherwise beyond those expressly stated herein.

10. Restrictions on Use


The Customer shall not:

• Reverse engineer, decompile, or disassemble the Platform;
  
• Use the Services for unlawful, fraudulent, or abusive purposes;
  
• Share Access Credentials with unauthorized users; or
  
• Use the Platform to develop or benchmark competing products.

11. Confidentiality


Each Party shall keep confidential any non-public, proprietary, or confidential information disclosed in connection with the Services and shall use such information solely for purposes of performing under these Terms. Confidentiality obligations shall survive termination of these Terms, except where disclosure is required by law or such information becomes publicly available without breach.

12. Indemnification

The Customer shall indemnify, defend, and hold harmless the Company from any claims, damages, losses, or liabilities arising from:

a) The Customer’s misuse of the Services;

b) Violation of applicable laws or regulations; or

c) Breach of these Terms.

13. Limitation of Liability

To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, consequential, or punitive damages. The Company’s total aggregate liability under these Terms shall not exceed the fees paid by the Customer to the Company during the twelve (12) months preceding the event giving rise to the claim.

This limitation shall not apply to liability arising from fraud or willful misconduct.

14. Force Majeure


Neither Party shall be liable for failure or delay in performance due to events beyond its reasonable control, including natural disasters, acts of government, labor disputes, or failures of telecommunications or utilities.

15. Termination


The Customer may terminate these Terms with sixty (60) days’ prior written notice. The Company may suspend or terminate the Services for material breach, including non-payment.

Upon termination:

• All outstanding fees shall become immediately due;
  
• Access to the Platform shall be revoked; and
  
• Customer data may be deleted after a reasonable period, subject to legal retention obligations.
  

Sections relating to confidentiality, intellectual property, indemnification, limitation of liability, and dispute resolution shall survive termination.

16. Dispute Resolution and Arbitration

Any dispute arising out of or relating to these Terms shall be finally resolved by binding arbitration in Mexico City, Mexico, in accordance with applicable Mexican arbitration laws. The arbitration shall be conducted in English by a single arbitrator.

The courts of Mexico City shall have jurisdiction solely to enforce any arbitral award.

17. Governing Law


These Terms shall be governed by and construed in accordance with the laws of the United Mexican States.

18. Amendments


The Company may update these Terms from time to time. Material changes shall be notified at least thirty (30) days in advance. Continued use of the Services after such notice constitutes acceptance of the amended Terms.

19. International Expansion

For Customers located outside Mexico, these Terms shall apply unless superseded by country-specific addenda. In the event of conflict, the applicable addendum shall prevail.

Last update as of December, 29th, 2025.