Updated October 19, 2023
KARROT COLOMBIA S.A.S., a company incorporated under the laws of Colombia, identified with NIT 901726090-8, domiciled in the city of Bogotá, and for the purposes of these Terms and Conditions shall be referred to as “Karrot”.
2.1. Services: All functionalities included within the Platform, related to Point of Sale (POS) functions, including the management and administration of inventory, electronic invoicing, among others.
2.2. Users: Any person who, as the end user, uses the Platform to access the different services it offers.
2.3. Platform: It is a platform that allows Users to create their account and interact with other Users, and access the Services. This Platform may be by website or mobile application. The application works under the Karrot® brand.
2.4. Karrot: It is the company Karrot Colombia S.A.S., identified with NIT 901726090-8.
2.5. Cookies: Text strings sent virtually that are stored by the use of the Platform by Karrot, for consultation of the activities and preferences of users.
2.6. Personal Data: Any information that identifies or makes identifiable a natural person.
This document sets forth the terms and conditions (the “T&C”) governing the contractual relationship of a commercial nature that Users accessing the Karrot Platform and the Karrot Services. Karrot may enable certain functionalities described as Services, as it deems appropriate. Karrot also reserves the right to test different products, communications and prices without prior notice, in order to gather information to help improve the Platform.
By accepting these T&Cs, Karrot grants the User a license to use the Platform, together with the training, implementation and support for the use of the Platform, and the User is obliged to pay the agreed amounts for the Services.
Through the Platform, Karrot offers a series of Services related to the administration of payment points for merchants that will be fully informed to the Users. The scope of the Platform is as follows:
a. Upload and manage the inventory of products in one or multiple stores of the User.
b. Intermediating the issuance of electronic invoices, credit and debit notes, and payment vouchers, from the User to its customers.
c. Send the required documents via e-mail.
d. Access with permissions of one or several users determined according to the plan chosen by the User.
e. Management of multiple processes and branches according to the plan chosen by the User.
f. Any others that may be communicated by Karrot to its Users.
Karrot shall have the right to include or remove services unilaterally by simply notifying the Users.
In general, Karrot’s Services include all software, products, web pages, APIs and other services, offered to Users in accordance with these T&Cs.
Users expressly state that they have legal capacity to use the Platform and to enter into commercial transactions that are enabled therein in accordance with the Services provided. Likewise, the Users declare to have read and fully understood the contents of these T&Cs, and undertake to comply with the provisions herein.
Karrot reserves, in all respects, the right to update and modify at any time and in any manner, unilaterally and without prior notice, these T&Cs, as well as the features and functionalities of the Services. Such modifications shall take effect upon their publication on the Platform. In case of disagreement with any update, it will be the responsibility of each User to immediately suspend its use and notify Karrot to proceed with the closure of the account.
In order to access the Services, Users must take into account the following:
a) Each User shall create an account on the Platform, accepting the T&Cs and the Personal Data Processing Policy.
b) For the creation of the account, it is necessary for Karrot to confirm the identity of each User. For this, certain personal information (including, but not limited to, name, age, identity document, address, among others) will be requested. Also, some form of biometric identification, such as a frontal photograph, may be requested.
c) Karrot will perform, directly or through third parties, a verification process of Users in different databases to ensure compliance with the compliance policies defined by Karrot. This review may include searches in lists of public prosecutors, prosecutor’s office, national and international restrictive lists, search in the press, credit bureaus, among others.
d) In the event that the creation of legal entities is enabled, the information requested shall include information on the legal entity and its legal representative. Likewise, in order to comply with Colombian tax regulations, the legal entity must inform its beneficial owners. For all these parties, Karrot will be able to perform its compliance verification.
e) Once all the information has been provided, Karrot may accept or reject the creation of an account, under its own criteria.
By requesting the creation of an account, each interested party declares, under oath, that the following statements are true and will be true for as long as the account is maintained on the Platform:
a) All information provided shall be true and accurate, at all times. In case of any variation, the User declares that he/she will update such information as soon as possible.
b) The User has the capacity and authorizations (if required) to bind Karrot and to accept the provisions of these T&Cs.
c) That the holder of the user account of the Services, as well as its representatives, administrators and shareholders do not reside in countries or territories considered as high risk countries and jurisdictions in accordance with the criteria established from time to time by the competent authorities in the Republic of Colombia, by the Financial Action Task Force and/or by Karrot’s internal policies and, therefore, the account holder will only access the Services from countries and jurisdictions other than those indicated above.
d) The use of the Services shall be in compliance with legal and regulatory provisions, and shall at no time be intended to carry out any action that may be illegal or irregular in the Republic of Colombia or where Karrot operates.
e) That the holder of the user account of the Services, as well as its representatives, administrators and shareholders, are not involved and/or related, directly or indirectly, with illicit or illegal activities or activities that may be considered as risky according to the criteria established at any time by the competent authorities in the Republic of Colombia, by the Financial Action Task Force and/or by the internal policies of Karrot.
f) That the holder of the user account of the Services, as well as its representatives, administrators and shareholders, are not linked to processes and/or judicial investigations and/or restrictive lists related to money laundering, financing of terrorism, proliferation of weapons of mass destruction, child prostitution, acts of corruption, and other illegal and/or illicit activities. Likewise, that the holder of the user account of the Services, as well as its representatives, administrators and shareholders, are not related, directly or indirectly, with persons who are linked to processes and/or judicial investigations and/or restrictive lists related to money laundering, financing of terrorism, proliferation of weapons of mass destruction, child prostitution, acts of corruption, and other illegal and/or illicit activities.
g) The User accepts and understands that the custody of his/her user name and password will be his/her sole responsibility. It shall be understood, in any case, that any access and/or use of the Services using the user and password associated with the user account of the Services is carried out by the holder of the same.
h) Will not perform any action that may disable, overload or damage the operation, provision of Services and appearance of these, or to use the Services for purposes involved and / or related, directly or indirectly, with illicit, illegal and / or that may be considered as risky according to the criteria established at any time by the competent authorities in the Republic of Colombia.
i) That, by making use of the Services, you expressly and unequivocally acknowledge and agree that: (i) You are aware of the risks associated with the transactions on the Platform as set forth in these T&Cs; (ii) You assume all risks arising from the use of Karrot’s Services; and (iii) Karrot shall not be liable for any risk or adverse result associated with the failure or interruption of the technology used for the operation of the Services unless this corresponds to an action or omission duly proven in court and directly attributable to Karrot.
a. Have the necessary equipment and elements for the proper functioning of the Platform, as well as the technical requirements for its operation.
b. Provide in a complete, truthful and timely manner the information required by Karrot for the execution of this agreement;
c. Timely report any circumstance that may alter the execution of the proposed services.
d. Provide a timely response to Karrot’s requests, as well as to the instructions on the use of the Platform.
e. Timely pay the values in the form and time stipulated for it;
f. Be responsible for the quantity and quality of the information entered into the system, including but not limited to the inventory created, stores, access, among others;
g. Maintain the confidentiality of your passwords and access accounts to the service; therefore, you are fully responsible for all activities that take place in your access account;
h. Respect copyrights, avoid unauthorized access to networks, computers or third party information, avoid the distribution of viruses and in general avoid the misuse of your access accounts to the service;
i. To know and respect the Colombian regulations regarding Electronic Invoicing, as well as other regulations that modify and complement them;
j. Hold Karrot harmless from any labor, tax or any other claim or demand, arising from the development of activities carried out by the User that are unrelated to the execution of the services derived from this contract;
k. To comply with any other obligations that may arise by virtue of the execution of the present contract.
By accepting these T&Cs, the Users grant a mandate with representation to Karrot so that Karrot, in its name and on its behalf, directly or through third parties, invoices or coordinates the issuance of electronic invoices to the User’s customers for purchases of products through the Platform. Invoices shall contain the User’s identification data.
The revocation of this mandate only operates through the definitive closure of the User’s account on the Platform.
The mandate hereby conferred shall be remunerated in accordance with the corresponding costs and commissions in accordance with the provisions of these T&Cs. Such costs will be informed to the User for acceptance prior to the operation.
Users may, at any time, request the cancellation of their account, subject to the provisions of these CGU and, in any case, the following:
a) In order to request the cancellation of the account, the User may not have pending obligations with Karrot or with third parties associated with the Services.
b) Once the above has been fulfilled, the User must directly request Karrot to cancel the account. Karrot tends to be able to verify cancellation conditions. In the case of pending obligations, the user is not informed that the cancellation process must be taken into account.
c) In this case, the cancellation procedure of the User has outstanding payment obligations with Karrot or with third parties.
d) Karrot may unilaterally suspend and/or cancel User accounts if it has indications that they are being used illegally or illegitimately.
The information collected by Karrot is provided by the Users freely and voluntarily, to be managed for the fulfillment of the duties acquired, which implies its collection; storage in servers or repositories of Karrot or third parties; circulation of the same within the organization of Karrot; communication to the Users of commercial, advertising and marketing information related to their business activity.
Likewise, the data collected will be subject to analysis for the purpose of improving the business strategy of the web portal, supported by business intelligence and data mining tools, which allow to acquire prospective knowledge for prediction, classification and segmentation purposes.
The User may exercise his/her right to know, update, modify and delete personal data in accordance with Karrot’s Personal Data Processing Policy.
The Intellectual Property of the Platform and its operation to achieve the provision of the Services through the Platform is the exclusive property of Karrot. This includes the entire software, its parts, as well as any distinctive sign, including, but not limited to the trademark, the name, the logo, and/or any of its components.
Copying and/or distribution of all or part of the software owned by Karrot is prohibited, even if the purpose of such copying is a non-commercial activity. Karrot’s software is for its own use and, consequently, is non-transferable in any way and under any form.
Confidential Information” shall mean any information communicated to you by Karrot or its employees, by whatever means, in connection with the Services. The foregoing includes, but is not limited to, any technical, scientific, financial, legal, fiscal and commercial information, business models and strategies, know how, information relating to customers and partners, projects and operations of Karrot, as well as analyses and working papers, compilations, comparisons, studies and, in general, all information that Karrot transmits or has transmitted before or after the use of the Services.
Any unauthorized disclosure and use of the Confidential Information entails an obligation to respond to Karrot and to third parties for any damages caused to them as a result thereof. Pursuant to the foregoing, Karrot shall be entitled to seek injunctive relief and damages for any unauthorized disclosure and use.
Whoever makes use of the Services shall be solely responsible for paying all taxes, duties, contributions, fees and dues applicable to the activities derived therefrom, provided that they are not expressly attributable to Karrot by law. In accordance with the foregoing, whoever makes use of the Services shall be solely and exclusively responsible for informing and reporting to the competent tax authorities on the proceeds of transactions carried out through the Services in accordance with applicable law. The foregoing is without prejudice to the possibility for Karrot to provide the relevant information on the matter to the competent authorities in accordance with the applicable law for such purpose.
Karrot does not provide any kind of tax advice, so whoever uses the Services shall have the burden and sole responsibility to determine the tax implications associated with its use.
Whoever makes use of the Services, by the sole fact of doing so, expressly represents and acknowledges that Karrot, its employees, collaborators, representatives, administrators and shareholders, shall not be liable for loss of profit or other consequential, special, indirect or incidental damages arising out of or in connection with operations on the Platform, including the sale of products.
Through the Platform, Karrot may make available to Users information of a commercial and advertising nature, own or third parties in accordance with good business practices. In these cases, Karrot does not endorse, guarantee or undertake its responsibility for the services and/or products marketed by these third parties, since the Platform serves as a channel of communication and advertising, but not as a tool for the provision of services. Consequently, it is the full responsibility of users to access the sites that refers advertising, assuming the obligation to verify and know the terms of services offered by third parties.
All information made available on the Platform as images, advertising, names, trademarks, slogans and other elements of intellectual property are used legitimately by the Karrot, either because they are owned, because it is authorized to make them available or because it is empowered to do so.
Karrot manages directly or through third parties the Platform, so that all information communicated therein corresponds to true and updated information. However, Karrot shall in no event be liable for any direct or indirect damages suffered by the User as a result of the use or inability to use the Platform.
The Platform is available 24 hours a day for access and consultation 99% of the time (except for any event of force majeure or disconnections due to repairs or technical improvements). Karrot uses its best efforts to keep The Platform in operation, but in no case guarantees permanent availability and continuity of The Platform.
In compliance with the Colombian dispositions on data messages according to law 527 of 1999, it is communicated that the national legislation recognizes validity to the data messages and therefore they acquire character and probative entity. Consequently, the Users understand that by means of the crossing of data messages the participants can give rise to the birth, modification and extinction of obligations, being their exclusive responsibility the content, consequences, responsibilities and effects of the generated information.
The Platform uses its own and third party cookies in order to: (i) optimize the services offered, (ii) provide a better browsing experience to the User, and (iii) provide information of all kinds to the User according to their preferences.
These cookies can be of several types: 1) For its duration: (i) session cookie, that is, those that only remain active while the registered user makes use of a particular web space, allowing to identify the user in order to customize their experience. At the end of the session, this cookie will disappear without being stored on the hard drive of the device, (ii) permanent cookie, that is, one programmed directly by the Platform in order to track the User each time a new visit is generated. 2) For its purpose: (i) essential or technical cookies, that is, those essential to ensure proper navigation, allowing the correct traffic and data recognition, (ii) customization cookies, those that store the preferences of a certain device such as language, type of browser, the characteristics of the portal depending on the place in the world from which you access it, etc. , (iii) analysis cookies, those that allow the creation of a navigation profile per user, analyzing the user’s behavior and preferences, and (iv) advertising cookies, that is, those used for own or third party marketing campaigns, aimed at informing the user about products and/or services in spaces previously defined by the Provider for this purpose. These cookies can be behavioral, that is, they are designed to store information about the user’s frequent visits and the continued observation of their browsing habits, this in turn, allows you to create a profile to display advertising according to the analysis performed.
Therefore, users accept that the Platform uses “cookies” to collect information about their interaction on the Platform. In any case, users may choose to visit the Provider’s Platform without cookies, for which you can set your browser to refuse all cookies, or to alert you when a cookie is created. (Each browser is different, so you should consult the “Help” menu of your browser to find out how to modify your cookie preferences). Notwithstanding the foregoing, in the event that you cancel the use of Cookies for your browser, you agree that you will not be able to take advantage of many of the Platform’s features, and you agree that your use of the Platform may be impacted.
These Terms and Conditions are governed entirely by Colombian Law. Any difference or controversy arising between the parties relating to this contract, its execution, performance and/or liquidation, shall be settled directly and amicably between the parties. If after fifteen (15) calendar days from the written notification of the controversy from one of the parties to the other, without reaching a negotiated agreement, it shall be decided by the ordinary jurisdiction.
If any term, provision, covenant or obligation of these T&Cs is held invalid, void, voidable, ineffective, unenforceable or unenforceable by a court of competent jurisdiction or other governmental authority, the remaining provisions, covenants and obligations of these T&Cs shall remain in full force and effect and shall in no way be deemed invalid, void, voidable, ineffective, unenforceable or unenforceable, provided that the economic and legal substance of the transactions contemplated hereby shall not be affected in any manner materially adverse to either party. Upon such decision of a court of competent jurisdiction or other governmental authority, the parties shall negotiate in good faith to modify these T&Cs so as to approximate as nearly as possible the original intent of the parties in a manner satisfactory to the parties, in order that the transactions contemplated hereby shall be consummated to the fullest extent possible as originally contemplated.
No waiver shall operate or be construed as a waiver with respect to any default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after such waiver. No failure to exercise, or delay in exercising, any right, remedy, prerogative or privilege arising under these T&Cs shall operate or be construed as a waiver thereof; nor shall any single or partial exercise thereof preclude any further exercise of any such right, remedy, prerogative or privilege or the exercise of any other right, remedy, prerogative or privilege.
These T&Cs are effective as of their publication and apply to all Services performed up to the date of their publication and thereafter. These T&Cs may be amended from time to time by Karrot and such amendments shall be deemed applicable to the Services performed as of the relevant amendment.
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