Payment Account Contract

General Terms and Conditions for Opening, Using, and Maintaining a Prepaid Payment Account

This agreement is entered into by and between the parties, in accordance with applicable law: CALI INSTITUIÇÃO DE PAGAMENTO S.A., a corporation headquartered in the city of São Paulo, State of São Paulo, at Rua Gomes de Carvalho, 1629, 3^rd floor, ZIP Code 04547-006, registered with the CNPJ/ME under No. 55.650.381/0001-46, duly represented pursuant to its bylaws, hereinafter referred to as “Cali”, “Service Provider” or “Provider”;

And the Client, whether an individual or legal entity, whose request to open a Payment Account has been approved by Cali or its partners, following internal procedures for data verification and validation.

The parties agree to enter into this Account Opening Agreement (“Agreement”), which shall be governed by the following terms and conditions:

1. OPENING OF THE CALI ACCOUN

1.1 By accepting the terms set forth in this document, the Client authorizes the opening of a Prepaid Payment Account in their name, managed by Cali or by authorized partners working jointly with Cali.

1.2 The account will only be activated upon the Client’s acceptance of the Terms of Use.

1.3 The creation of the Cali Account is also subject to the approval of the Client’s registration by Cali and/or its partners, in accordance with internal policies. The request may be denied at Cali’s sole discretion, without the obligation to provide a reason.

1.4 If any false information is identified, or if the account is used for purposes other than intended, Cali may deny the opening or proceed with termination of the account at any time.

1.5 In compliance with applicable laws, especially those concerning anti-money laundering and counter terrorism financing, Cali may request additional documents or information at any stage. If the Client fails to provide the requested data, Cali reserves the right to suspend, restrict, or terminate the Cali Account.

1.6 The Client expressly agrees that completing the registration process, as defined in the Terms of Use, constitutes a formal request to open a Cali Account in their name, solely for the use of services provided by Cali.

1.7 Since the account opening depends on validation of the Client’s information, the identification and qualification procedures will follow the same standards outlined in the Terms of Use applicable to the registration process with Cali

2. MOVEMENT OF THE CALI ACCOUNT

2.1 The Cali Account allows the Client to perform the following financial operations (“Transactions”):

• (a) Receiving funds from other accounts held by the Client at different financial institutions;
• (b) Receiving funds from bill payments made by the Client;
• (c) Transferring funds to other accounts owned by the Client at other institutions;
• (d) Receiving funds from purchase and sale transactions carried out by the Client through Cali’s payment gateway;
• (e) Other transactions that may be made available by Cali in the future.
  
  

2.2 The Cali Account is intended exclusively for making and receiving payments in local currency.

2.3 Any transaction involving a withdrawal from the Cali Account requires a sufficient available balance.

2.4 The Client may access the Cali Account via the Platform, where they can view the balance, transaction history, and carry out transactions.

2.5 Providing transaction history and balance via the Platform constitutes account reporting. The Client agrees to regularly access the Cali Account and review their transaction history. Printed or emailed statements will not be provided.

2.6 All movements in the Cali Account are the sole responsibility of the Client. Transaction instructions may be electronically recorded and are considered valid evidence, including in legal proceedings.

2.7 The Client will access the Cali Account using personal, non-transferable passwords. Use of such credentials shall be deemed an expression of intent, binding the Client accordingly.

2.8 Passwords must not be shared or written down. The Client is solely responsible for their safekeeping and for all actions carried out using them.

2.9 In case of theft, loss, or misuse of credentials, the Client must notify Cali immediately so that appropriate security measures can be taken.

2.10 Cali reserves the right to change or introduce new authentication methods to enhance the security of the Cali Account. All account movements may be subject to verification.

2.11 The Client understands that the use of the Cali Account may be subject to transaction limits and time restrictions based on Cali’s security policies or national financial regulations.

2.12 Cali shall not be held liable for failed transactions or payment processing errors caused by issues in financial systems operated by third parties.

2.13 Cali will not be responsible for any delays, losses, or damages resulting from:

• (a) unauthorized access to the Platform;
• (b) technical failures or force majeure;
• (c) misuse of the Platform or passwords;
• (d) false or inaccurate information provided by the Client.
  

2.14 The Client acknowledges that once a transaction is initiated electronically, it may be irreversible, and thus releases Cali from any liability related to erroneous or fraudulent use.

2.15 The Client shall hold Cali harmless for unsuccessful or incorrect transfers caused by inaccurate information provided by the Client.

2.16 The Client warrants that all funds credited to the Cali Account originate from lawful and declared sources, exempting Cali from any related responsibility.

2.17 Cali may suspend services, block access, or retain funds without prior notice in cases of suspected misuse, provision of false information, or involvement in illegal activities.

2.18 The Client must keep their contact and authentication details up to date so Cali can carry out necessary security procedures. Cali may request additional confirmations to validate access.

2.19 The Client authorizes Cali, indefinitely, to reverse incorrect entries made to the Cali Account due to operational errors. The Client must promptly report any improper credit or debit.

2.20 Cali may implement voluntary blocking systems for the movement of funds in the Cali Account, which can be configured and authorized by the Client, in order to provide greater financial control over the Client’s funds deposited in the Cali Account. The Client understands that certain transfer and value limits may be applied as a security measure or to comply with regulatory provisions, such as daily Pix limits.

2.21 The Client agrees to keep their registration information up to date with Cali, including, but not limited to, address, phone number, email, banking details, and legal representatives, when applicable. Updates must be made through Cali’s official communication channels. Failure to update this information may result in restricted access to the Cali Account’s functionalities, temporary suspension, or account termination, without prejudice to other applicable measures.

3. CLOSURE OF THE CALI ACCOUNT

3.1 The Cali Account may be automatically closed in the following cases, without prior notice and without prejudice to other applicable measures:

• (a) If required by regulatory authorities or in the event of suspected money laundering, or violations of anti-corruption and/or environmental regulations;
• (b) If false information, invalid documentation, or misuse of the Cali Account is identified.
• (c) In cases where the registration status in the Cadastro de Pessoas Físicas (CPF) or the Cadastro Nacional da Pessoa Jurídica (CNPJ), when applicable, is classified as “suspended,” “cancelled,” or “null” for CPF, or as “inactive,” “closed,” or “null” for CNPJ.

3.2 In the event of account closure under item 3.1, Cali will notify the Client of the reason and date of closure and will provide access to any remaining positive balance.

3.3 The Cali Account cannot be closed while there are ongoing Transactions. The Client acknowledges that the termination of their relationship with Cali will only occur once all pending payments and receipts are completed. Once all Transactions are finalized, the closure will follow the procedures outlined in this document.

3.4 The Cali Account may also be closed without cause, either at the request of the Client or at Cali’s discretion, provided the following steps are followed:

• I – The party initiating the termination must notify the other in writing at least ten (10) days in advance. If initiated by the Client, notice must be sent to equipe@cali.com.br. If by Cali, the communication will be sent to the contact provided by the Client at registration.
• II – During the notice period, the Client must maintain sufficient funds in the Cali Account to cover outstanding obligations, including applicable fees, charges, and taxes.
• III – The Client must use or transfer the entire remaining balance in the Cali Account before the end of the notice period.
• IV – After the notice period, Cali will proceed with the effective closure of the account.
• V – Even after the account is closed, the Client remains liable for any outstanding debts or reimbursements. Cali may pursue legal collection methods, and the Client will be responsible for reimbursing the updated amounts, including related costs.
  

3.5 Cali may, at its sole discretion, close the Client’s account if it remains inactive for more than six (6) months. Inactivity is defined as a complete lack of financial transactions during this period.

3.6 The Client agrees to the terms of this document, which is an integral part of Cali’s Terms of Use. In the event of a conflict, the Terms of Use shall prevail.

4. FEES

4.1 Any fees arising from the opening and maintenance of the Cali Account will be charged by Cali in accordance with the annexes of the Service Agreement entered into between Cali and the Client.

5. SECURITY MEASURES

5.1. Cali undertakes to make its best efforts to ensure the availability of the Cali Account and its functionalities. However, under no circumstances shall it be held liable for any unavailability, regardless of the reason or duration.

5.2. The Client acknowledges that access to the Cali Account may be interrupted, suspended, or temporarily intermittent without prior notice due to system updates, maintenance, or any other reasons beyond Cali’s control.

5.3. The use of any device, software, or other resource that may interfere with Cali’s activities and operations is prohibited. Any interference, attempted interference, or activity that violates intellectual property laws or the prohibitions set forth in these terms will subject the responsible party to applicable legal actions and the sanctions provided herein, in addition to being liable for any damages caused to Cali or its users.

5.4. The Client is solely responsible for the use of all functionalities of the Cali Account through their login and password, which are personal, non-transferable, and must be kept confidential for all legal purposes.

5.5. The Client must immediately notify Cali, preferably via email at support@cali.li or through the support channels available on its website, in the event of loss or unauthorized access to their login credentials and password, so that the necessary measures can be taken to block access to the Cali Account. The User will be held responsible for all actions performed until such notification is received.

5.6. Cali shall not be held liable for any damages, losses, costs, or expenses resulting from:

• (i) the misuse of credentials or passwords by unauthorized third parties;
• (ii) the provision of incorrect or false information to Cali regarding the Client or any of its legal representatives;
• (iii) the Client’s failure to promptly notify Cali of changes or revocation of access for legal representatives to the Cali Account.

Last Update: 05/18/2025