TERMS AND CONDITIONS FOR THE USE OF DIGITAL PLATFORM

Please read these terms and conditions of use (the “Terms and Conditions”) of the platform found at the following link www.seeri.co/tyc (the “Site”) carefully. This agreement establishes the legal and binding terms and conditions. By accessing and using this Site, the client agrees to be bound by these Terms and Conditions. If the client does not agree with these Terms and Conditions, they must refrain from accessing and using the Site.

The platform is operated by SERI COLOMBIA S.A.S., identified with NIT No. 901.492.363 - 7 (hereinafter, “Seri”), established and existing under the laws of the Republic of Colombia, with its principal office located at Calle 70 Bis No. 4 - 41, Bogotá.

The platform is only available to and may only be accessed and used by individuals who have the legal capacity to contract and assume the rights and obligations derived from the Site (as defined below). Therefore, those who lack this capacity are warned not to use the services of the Site.

These Terms and Conditions and any information contained on this Site are subject to modifications that will take effect from the moment they are published on the Site or notified to the Client, whichever comes first. It is the client's responsibility to periodically review the Terms and Conditions and other communication channels of Seeri (available on the platform).

These Terms and Conditions are governed by the following clauses:

ABOUT SEERI

SEERI is a legally established commercial company in the Republic of Colombia, primarily engaged in the marketing and intermediation of supplemental, nutritional, natural products, among others, through physical and/or digital channels. SEERI has the knowledge, experience, capacity, and necessary personnel to operate independently, efficiently, and effectively. SEERI has developed a technological platform (software/application/Web) named “PLATAFORMA SEERI,” offering an integrated digital solution ecosystem for contracting companies.

TERMINOLOGY

“PLATAFORMA SEERI OR SOFTWARE” is the exclusive technological tool owned by SEERI for the commercialization and intermediation of products, comprising a website, a mobile application, and a cloud with data storage services, through which the Client can interact and navigate in the execution of this contract.

“APPLICATION” refers to the “PLATAFORMA SEERI” or SOFTWARE.

“PRODUCTS” are all movable goods offered through the PLATFORM, as agreed in this contract.

“USER” refers to individuals or legal entities interacting on the PLATFORM.

“CLIENT” is the company or individual that acquires the PLATAFORMA SEERI service.

“TICKET OR ORDER” is the electronic document generated by the PLATFORM when the user places an order or transaction within the PLATFORM.

“PERSONAL OR SENSITIVE DATA” means any information that can be associated with or linked to one or more individuals or legal entities, collected through the PLATFORM or SEERI's commercial structure.

“SEERI LOGISTICS AGREEMENT” is an addendum to the PLATFORM service where the client and SEERI agree on the terms and conditions used if the Client decides to use the product dispatch logistics service called SEERI Logistics.

“SEERI CREDIT AGREEMENT” is an addendum to the PLATFORM service where the client and SEERI agree on the terms and conditions used if the Client decides to use the credit service for their clients, who complete the process and obtain approval for such a benefit, this alternative is called SEERI Credit.

TERMS AND CONDITIONS

The CLIENT can consult the technical Annex called “Use of the Platform” at the following link: https://seeri.atlassian.net/wiki/external/NThiOWVlM2NmMmVlNGI3NzhjM2UyMjI3NDQ2MTUwODQ

The CLIENT will be responsible for the administration and management of their licenses on “PLATAFORMA SEERI.”

SEERI will train the CLIENT on the use and management of the modules enabled on the PLATFORM for the CLIENT.

The CLIENT must register on the “PLATAFORMA SEERI” under the data processing policies established by SEERI, who will be the receiving agent of such information and will have the duty to manage it in accordance with the applicable legislation.

Each Party’s database is exclusive to the respective Party who owns it. Consequently, both Parties will respect the ownership of such information. SEERI commits to the CLIENT that if it gains access to the client's own customer database, it will not use it for personal benefit outside the usual operation of the platform or to harm the Client.

The Client understands that they cannot access databases other than their own, nor use them.

Generally, the CLIENT will be responsible for issuing invoices for their sales, in accordance with the tax legislation of each country.

If, for any reason, SEERI is the tax collection agent according to the tax legislation of each country, such tax will be directly transferred to the corresponding entity.

SEERI reserves the right to modify the conditions regarding the use and operation of the PLATFORM at any time, provided that it does not worsen the current conditions for the Client. Otherwise, any change in the service conditions will be previously agreed upon between the parties.

The Client must, at their own expense, have the equipment, technology, and internet speed necessary to properly use the “PLATAFORMA SEERI,” which operates under the commonly applied conditions for browsing a website or mobile application.

Misuse of the PLATFORM or services provided to the Client will entitle SEERI to immediately terminate the commercial relationship.

SEERI may implement methodologies at its discretion to evaluate and score the Client within the PLATFORM based on their behavior.

The Software and the PLATFORM, along with all related rights, including but not limited to copyrights, are exclusively owned by the respective Party. Therefore, the use, copying, access, distribution, printing, physical installation, assignment, donation, transfer, or modifications to it require prior and express authorization from the owner. The structure, organization, and code of the software constitute valuable trade secrets and confidential information of SEERI. Any technological or systematic development produced under this contract will belong to the developer unless otherwise specified. Both parties must maintain an up-to-date inventory of their own software, third-party purchased software, internally developed software, licensed software, and software delivered and received on loan. Licenses will be stored under appropriate security levels and included in a management system, conducting continuous samples to ensure the consistency of the stored information. Similarly, all software and its documentation held by the parties will include copyright and intellectual property notices. Development, testing, and production environments must remain separate for proper administration, operation, control, and security. Programs in the production environment of the Parties will be modified only by authorized personnel according to established internal procedures, and contingency and recovery plans will be considered in all cases.

SEERI will not be responsible for any failure to comply with any of its obligations under this Contract if it results from:

• Failures in the Client's computer equipment or mobile device.
• Damage to the Client's computer equipment or mobile device caused by power failures.
• Errors or interruptions in the PLATFORM caused by force majeure, unforeseen events, and/or technical issues unrelated to SEERI.
• Delays in the PLATFORM’s operation due to malicious codes in the Client's system.
• Lack of access to the PLATFORM from devices located in high-risk areas.
• The Client's improper use of the PLATFORM.
• Connection or connectivity issues with the internet service and/or mobile data used by the Client when using the PLATFORM.
• Telecommunications and/or third-party service failures.
• Any other similar cause.

SEERI reserves the exclusive right to make any additions, improvements, corrections, and/or modifications to the PLATFORM and the servers operating the PLATFORM, to enhance their efficiency and application. These may incur additional costs that will be previously agreed upon between the Parties, depending on the Client's desire to acquire these additional services.

The CLIENT acknowledges and accepts the moral and property rights of the author that arise from the licensed software and its subsequent developments, committing to respect the intellectual ownership in accordance with Laws 23 of 1982, 44 of 1993, and Andean Decision 351 of 1993. It is understood that SEERI does not transfer property rights to the CLIENT over the development. With the software license, the CLIENT only acquires the right to use and exploit the application for the intended purposes.

The CLIENT acknowledges that SEERI is the full owner of the software exploitation rights and accepts that it can contract and transfer property rights without any limitation due to the absence of encumbrances or restrictions.

FORCE MAJEURE

Neither Party will be responsible for any delay or failure to comply with this Contract resulting directly or indirectly from force majeure or unforeseen events. "Force majeure" or "unforeseen events" refer to all causes or events beyond the control of either Party that cannot be foreseen or, if foreseen, cannot be avoided and delay or hinder compliance with the obligations of one of the Parties under this Contract.

If SEERI detects any breach by the Client of this contract, annexes, and agreements, it may terminate the contract at any time by giving written notice ten (10) calendar days in advance of the effective termination date, without requiring justification, judicial declaration, or reconventions or claims for any type of damages, rights which the CLIENT waives. In such a case, services will be provided until the effective termination date, and the Client will be entitled to a refund of money for the days paid but not utilized.

TERMINATION BY CLIENT

Notwithstanding the agreed term, the Client may terminate the contract at any time by giving written notice ten (10) calendar days in advance of the monthly billing cutoff date, without requiring justification, judicial declaration, or reconventions or claims for any type of damages. In such a case, services will be provided until the already billed and paid monthly cutoff date.

PAYMENT

The Client will pay SEERI a fixed monthly charge in advance, within the first five (5) days of each month, the amount stipulated in the negotiation according to the respective country.

SERVICE SUSPENSION

For any delay in payment or failure to comply with the agreed-upon commercial policy, SEERI may suspend the service until the Client rectifies their obligations, including payment of reactivation costs if applicable.

CUSTOMER SERVICE

The Client can make any inquiries, complaints, or claims through SEERI's customer service channels, as specified in the "Support Service" link: https://seeri.atlassian.net/wiki/external/NThiOWVlM2NmMmVlNGI3NzhjM2UyMjI3NDQ2MTUwODQ

CREDIT SERVICES

Seeri acts solely as an intermediary to facilitate access to credit services provided by third parties. All matters related to credit, including interest, disbursements, claims, and any other aspects, including communications, are the direct responsibility of the service provider. Seeri does not participate in or assume responsibility for these terms or conditions.

GOVERNING LAW AND JURISDICTION

This contract is governed by the laws of the Republic of Colombia. For any dispute arising from this contract, the Parties expressly submit to the competent judges and tribunals of the city of Bogotá, waiving any other jurisdiction that may correspond to them by reason of their present or future domiciles.

CONFIDENTIALITY

All information provided between the parties under this Contract will be kept strictly confidential and will not be disclosed to third parties without prior written consent from the other party, except for information that is or becomes publicly available without breach of this obligation.