Terms and Conditions — Reimbursements Service

1. Definitions

Administrator or Company Owner. The Client’s legal representative, designated within Clara Global as the controller of the Client’s Clara Account.

Privacy Notice. The document published by Clara at https://www.clara.cc/hubfs/privacy_policy.pdf, made available to the Client, Administrator and Users prior to the processing of their personal data, in order to inform them of the purposes for which such data will be processed from the moment it is collected by Clara.

Clara. CF Tech, S.A. de C.V. SOFOM ENR.

Clara Global. Clara’s technology platform, accessible through the website https://global.clara.com/, through which the Client may register for, access, use and manage the Reimbursement Request management Service offered by Clara.

Client. The person who uses the Services.

Clara Account. The account the Client creates by registering with an email address on the Website and/or in Clara Global in order to access and use the Service.

Supporting Documentation. Invoices, receipts, proofs of payment or any other document that the User attaches to a Reimbursement Request in accordance with the Client’s internal policies.

Electronic Signature. The Client’s and/or User’s expression of consent by electronic means — including acceptance of these Terms and Conditions and the use of their Authentication Methods — which produces the same legal effects as a handwritten signature and is admissible as evidence.

Authentication Methods. The data, passwords or mechanisms requested by Clara Global from the Client, Administrators and/or Users in order to grant access to its resources.

Website. The online portal accessible at https://global.clara.com/.

Technology Provider. A third-party provider of technology and/or processing infrastructure used by Clara to enable, host and operate the Service.

Reimbursement Request. A record the User creates in Clara Global to request that the Client reimburse an expense paid with the User’s own funds in connection with the company’s activities, to which the corresponding Supporting Documentation is attached.

Services. A technology solution (SaaS) for the administration, control, documentation and tracking of Reimbursement Requests, provided through Clara Global.

Terms and Conditions. These Terms and Conditions.

Users. Any employee, collaborator, officer, legal representative or authorized person legally related to the Client or to any Affiliate or Subsidiary who uses Clara Global under the services contracted by the Client, including to register Reimbursement Requests.

2. Clara Global

Clara makes Clara Global available to the Client, its Administrators and/or Users as the access channel to the Service offered by Clara, through which the Client may manage, control and track the Reimbursement Requests registered by its Users.

3. Services

Through Clara Global, Clara offers a technology solution for the administration and control of corporate expense Reimbursement Requests. The Service works as follows:

1. An employee, collaborator or authorized user of the Client incurs an expense related to the company’s activities using their own funds.
2. That User then registers a Reimbursement Request in Clara Global, attaching the corresponding Supporting Documentation (invoices, receipts, proofs of payment or any other document required by the Client).
3. Clara Global allows the Client to manage, review, approve, reject, document, control and track those Reimbursement Requests through internal authorization workflows defined by the Client itself.
4. Clara does not make payments, transfers, disbursements of funds, payment processing, money movements or any other financial transaction.
5. Nor does Clara take part in the decision to approve or reject expenses, or validate the legitimacy, necessity, reasonableness, admissibility or tax deductibility of the expenses reported by Users.
6. The economic relationship arising from any reimbursement exists exclusively between the Client and its employees or collaborators. Any payment or refund of funds that the Client decides to make is carried out outside Clara Global and under the Client’s sole responsibility.
7. Clara acts solely as the provider of a technology platform for the documentary, administrative and operational management of Reimbursement Requests.

Through Clara Global, the Client may access the following features:

1. Registration, management and tracking of Reimbursement Requests through the Clara Global interface.
2. Creation and onboarding of the Client’s Users within Clara Global.
3. Upload and safekeeping of the Supporting Documentation associated with each Reimbursement Request.
4. Configuration of the Client’s internal workflows for reviewing, approving or rejecting Reimbursement Requests.
5. Viewing the history, status and details of registered Reimbursement Requests.
6. Contacting the Customer Support team.
7. Any other features that Clara adds or enables over time.

Clara is limited to providing a technology tool for the documentary, administrative and operational management of Reimbursement Requests. Clara does not provide any financial, banking, payment, money transmission, payment processing or money deposit service, nor any other operation or activity reserved to financial institutions or entities. Clara does not execute, hold, disburse or process payments, transfers or funds, and does not intervene in the economic reimbursement relationship between the Client and its Users. The Services available through Clara Global are limited exclusively to those described in these Terms and Conditions.

4. Charges and Fees

Clara will not charge the Client a fee for the Service described herein. Any consideration that may be due for the use of the Service will be governed by the provisions of the Terms and Conditions.

Conversion rates. Clara Global may display exchange rates and converted amounts for informational purposes only. These rates are provided by third parties; therefore, Clara does not guarantee their accuracy or timeliness and does not provide currency exchange services. The Client is responsible for verifying amounts and determining the reimbursement amount.

5. Client Responsibilities

The Client acknowledges and accepts that the correct entry and truthfulness of the information related to each Reimbursement Request — including, without limitation, amounts, descriptions, dates and the attached Supporting Documentation — are the sole responsibility of the Client and its Users. Clara does not validate the accuracy, validity, sufficiency, legitimacy, necessity, reasonableness, admissibility or tax deductibility of the information or of the expenses registered by Users.

6. Approval and Reimbursement of Requests

The review, approval or rejection of each Reimbursement Request, as well as the decision to make the corresponding reimbursement and the method for doing so, are the sole responsibility of the Client and are determined in accordance with its internal policies. Any payment or refund of funds to Users is made outside Clara Global, with the Client’s own funds and under its sole responsibility. Clara does not intervene in, execute, hold, disburse or process such reimbursements, nor does it take part in the decision to approve or reject them.

7. Involvement of Third Parties in Providing the Service

Clara may use infrastructure, services, platforms and technology solutions provided by Technology Providers and other third parties to enable, host, transmit and operate Clara Global and the Service. The Client acknowledges and accepts that Clara may engage such third-party services to provide the Service without requiring additional authorization from the Client. The Client acknowledges and accepts that Clara will not be liable for interruptions, errors, delays, unavailability or failures attributable to such third parties.

8. Limitation of Liability

Clara will not be liable for decisions to approve or reject Reimbursement Requests, nor for payments, reimbursements or refunds of funds that the Client makes or fails to make to its Users, nor for any tax, labor, administrative or economic consequence arising from the expenses reported by Users or from the reimbursements made by the Client.

Clara’s liability arising from the Service will be limited exclusively to direct damages that are actually proven and directly attributable to Clara, excluding, to the maximum extent permitted by applicable law, any indirect, incidental or consequential damages, lost profits, loss of revenue, loss of business opportunities, or damages arising from acts or omissions of the Client, its Users, Technology Providers or other third parties.

9. Information Provided by the Client

The Client must provide Clara with the registration and identification information requested of it, including, primarily, a valid email address and the identification details of the company and its Users. The Client is responsible for ensuring that such information is truthful, valid and up to date, and may update or modify it at any time through Clara Global.

The information and documentation provided by the Client will be evaluated by Clara primarily for the following purposes:

• Identifying the Client and the Administrators; and
• Complying with the legal and regulatory provisions applicable to Clara.

Clara may request additional information or documentation from the Client in order to identify it or verify its registration. Clara has the right to deny, suspend, cancel or block the Clara Account and/or all or part of the Service, without liability to Clara, if the Client fails to respond to such requests or breaches these Terms and Conditions.

10. Access to Clara Global

To access the Service, the Client or Administrator must log in to Clara Global using the Authentication Methods provided and/or generated during the Clara Account opening process or thereafter.

11. Authentication Methods

The Client, as well as the Administrator and Users, must generate their own Authentication Methods to access Clara Global. Authentication Methods may consist of passwords, one-time passwords, personal identification numbers, any combination of these, or any mechanism that Clara establishes as an Authentication Method based on its level of security.

Authentication Methods are personal and non-transferable and will be personally linked to their creator.

Clara undertakes not to store a copy of the Authentication Methods unless such information is securely and confidentially encrypted, ensuring that no person, whether related to Clara or not, can obtain or learn such access mechanism, following industry best practices and in accordance with the Law.

The Client undertakes to ensure that it, its Administrator and its Users comply with the following obligations:

• Not to lend, assign or transfer the Authentication Methods to third parties. For purposes of this clause, a third party means any person to whom such Authentication Methods are not linked.
• Not to share information related to the Authentication Methods.
• To properly keep and safeguard the Authentication Methods in accordance with their nature, restrictions and specifications.
• To cancel and generate new Authentication Methods whenever they are suspected to have been compromised or lost.

The Client will be responsible for any misuse of the Authentication Methods by it, its Administrators and/or Users.

At all times, the Client, its Administrator and/or Users are solely responsible for keeping all information regarding their Authentication Methods secret; it is therefore entirely their responsibility to ensure that such information is kept in a safe place and is not disclosed to third parties. The Client, through its Administrator and/or Users, must notify Clara, through Clara Global, of the loss or compromise of its Authentication Methods.

12. Customer Support and Complaints

The Client may contact the Customer Support team through the following channels:

Communication channel — Email: contacto@clara.team

After an inquiry, the Customer Support team may contact the Client to inform it of the status of the inquiry or to follow up on the request or assistance requested.

13. Use and Prohibited Activities

The Client, Administrators and/or Users may use the Service only for lawful purposes and in accordance with applicable law. Clara does not authorize or consent to the use of the Service for unlawful or fraudulent activities or activities contrary to public order.

Without limitation, the Client, Administrators and/or Users may not, directly or indirectly, carry out any of the following activities:

1. Use the Service to carry out, facilitate or conceal unlawful or fraudulent activities or activities contrary to applicable law.
2. Register Reimbursement Requests or Supporting Documentation using false, incorrect, altered or incomplete information, or information that does not correspond to actual expenses related to the Client’s activities.
3. Register Reimbursement Requests or Supporting Documentation that do not belong to the Client or for which there is insufficient authorization.
4. Use the Service for purposes of fraud, simulation of expenses or transactions, money laundering, terrorist financing or any other activity prohibited by applicable law.
5. Attempt to breach, alter, interfere with or affect the operation of Clara Global or the Service.
6. Use the Service in a way that could create an operational, regulatory, reputational or compliance risk for Clara or for third parties.
7. Market, resell, sublicense or allow unauthorized access to the Service.

If the Client, Administrators and/or Users carry out prohibited or unlawful activities, or activities contrary to these Terms and Conditions, the Client undertakes to indemnify and hold Clara harmless from any claim, damage, fine, penalty, proceeding, contingency, investigation or judicial or administrative process arising from such activities.

14. Privacy Notice

In order to regulate the use and processing of the data and information provided by the Client, its Administrators and Users, Clara makes the Privacy Notice available on the Clara Global website.

The Client must read and consent to the Privacy Notice before accessing or using Clara Global.

Accessing and/or using Clara Global constitutes the Client’s full acceptance of the Privacy Notice.

15. Authorization to Process Personal Data

The Client, its Administrators and Users expressly acknowledge and authorize Clara, in its capacity as data controller, to collect and process the personal data they provide through Clara Global for the purpose of providing, administering, operating and following up on the Reimbursement Request management Service, identifying Users, complying with applicable legal, regulatory and contractual obligations, and the other purposes set out in the Privacy Notice.

Personal data will be processed in accordance with Mexico’s Federal Law on the Protection of Personal Data Held by Private Parties (Ley Federal de Protección de Datos Personales en Posesión de los Particulares), its Regulations and other applicable provisions, as well as the Privacy Notice available on the Clara Global website.

The Client undertakes to obtain from its Administrators and Users the authorizations and consents necessary for their personal data to be processed and, where applicable, transferred to Clara in accordance with the Privacy Notice, and represents that it has sufficient authority to provide such data to Clara.

The data subject may exercise their rights of access, rectification, cancellation and opposition (ARCO Rights), as well as revoke the consent granted and limit the use or disclosure of their data, in accordance with the procedures set out in the Privacy Notice.

Accessing and/or using Clara Global constitutes acceptance of the Privacy Notice and of this authorization to process personal data.

16. Maintenance of Clara Global

Clara may carry out maintenance activities on Clara Global. The Client accepts and acknowledges that, for as long as such activities last, the use of Clara Global may be affected. Clara will not be liable for interruptions to the Service due to platform maintenance; however, Clara will seek to carry out maintenance activities at times that affect the operation of the Service as little as possible.

17. Acts of God and Force Majeure

Clara will not be liable for the unavailability, lack of access to or malfunction of Clara Global or the Service, nor for any damages, losses or other harm the Client may suffer, when such circumstances arise from causes beyond Clara’s reasonable control, including, without limitation:

1. Failures, interruptions or deficiencies in the connection to telecommunications networks, internet services or data services used by the Client, Administrators and/or Users.
2. Widespread failures or interruptions in telecommunications networks, technology infrastructure or data services within Mexico or in the geographic area where the Client, Administrators and/or Users are located.
3. Failures, unavailability, maintenance, interruptions or errors in the systems, platforms or services of Technology Providers or third parties involved in the operation of Clara Global.
4. Loss, alteration or incorrect sending of information resulting from negligence, error, carelessness or misuse by the Client, Administrators and/or Users.
5. Acts of authority, regulatory changes, technology contingencies, cyberattacks, information security events, acts of God, force majeure or any other cause beyond Clara’s will and reasonable control, or whose performance depends wholly or partly on third parties.

18. Services in Testing Phase

Clara may offer services in a trial version or mode. If the Client agrees to receive services in a testing phase, it accepts and acknowledges that Clara is not liable for any failures or errors in such services.

19. Compatibility Requirements

The Client, Administrators and/or Users are solely responsible for using devices that are compatible with Clara Global and meet the technical requirements to use it, as well as for having any browsers or software that may be needed for it to run and function properly.

Clara is not responsible for failures in Clara Global caused by the incompatibility of the devices or software used by Administrators and/or Users.

20. Internet Access

To use the Service provided by Clara, the Client, Administrators and/or Users must have internet access. All expenses related to internet access must be covered by the Client.

Clara is not responsible for failures in Clara Global caused by connection failures, insufficient speed or any other cause related to the internet service contracted by the Client, Administrators and/or Users.

21. Changes to the Terms and Conditions

Clara has the right to modify the Terms and Conditions at any time. Clara will notify the Client, Administrator and/or User of any modifications so that, where applicable, they may give their consent. Continued use of Clara Global after the Client has been notified of the modification constitutes the Client’s acceptance of it.

The Client and/or User will be deemed to have accepted the modifications to the Terms and Conditions when they access and/or use Clara Global, download it to any of their devices, or access the Website.

22. Term

These Terms and Conditions will remain in force indefinitely and will apply to the Client, Administrators and/or Users for as long as they use Clara Global.

23. Account Cancellation or Deletion

The Client may request the cancellation or deletion of its Clara Account at any time through the Customer Support channels. Clara will handle such request within a reasonable period. Clara may retain the information associated with the Account for as long as necessary to comply with applicable legal obligations and as provided in the Privacy Notice. Cancellation or deletion of the Account does not release the Client from obligations incurred previously.

24. Jurisdiction

The Client and Clara agree to submit to the jurisdiction of the courts of Mexico City to hear any dispute or conflict arising from the application or interpretation of these Terms and Conditions. The Client and Clara waive any other jurisdiction that may apply by reason of their present or future domicile.

25. Governing Law

These Terms and Conditions will be applied and interpreted in accordance with the laws of Mexico City and any applicable Federal Laws.