DOCUMENT CONTROL
Identification
| Field | Detail |
|---|---|
| Document | MLD-01 — Terms and Conditions of Use |
| Master document | VHG Group Digital Legal Framework (MLD-VHG) |
| Issuing entity | Valencia Holding Group — Parent Company |
| Version | 3.0 |
| Effective date | 1 October 2026 |
| Scope | Digital platforms of VHG and of the entities adhering to the MLD-VHG |
| Covered jurisdictions | United States and Colombia, extending to any other jurisdiction in which the Group may come to operate |
| Governing language | Spanish. English version available as a courtesy translation |
| Status | In force |
Version history
| Version | Date | Description | Status |
|---|---|---|---|
| 1.0 to 2.1 | July to September 2026 | Internal working versions. Not published. | Superseded |
| 3.0 | 1 October 2026 | First published version. Completion of controller identification, single contact channel, alignment of the governing law with the State of Delaware, trademark regime pending registration, and effectiveness with ordinary annual review. | In force |
Use notice
Nature of this instrument. This document constitutes a binding contract of adhesion between the User and the VHG Group entity operating the relevant digital platform. It must be read together with the Privacy Notice (MLD-02), the Cookie Notice (MLD-03) and the Personal Data Processing and Protection Policy (MLD-04), all of which form an integral part of these Terms. Mandatory and public-policy rules of the User's jurisdiction of residence prevail over any provision of this document.
CONTENTS
- Purpose, identification of the provider and formation of consent
- Framework architecture and scope of application
- Nature, purpose and limits of the Site
- Conditions of access and use
- Intellectual and industrial property
- Communications, confidentiality and commercial contact
- Third-party links and content
- Personal data protection
- Availability, representations and liability regime
- Information security and incidents
- Suspension and termination of access
- Amendment of the Framework
- Governing law, dispute resolution and jurisdiction
- Final provisions
- Contact channels and annexes
1. Purpose, identification of the provider and formation of consent
Every contract of adhesion requires, as a condition of validity and enforceability, that the adhering party know precisely who its counterparty is, what it is accepting, and by what means it expresses its will. This section satisfies those three requirements and provides the foundation on which the enforceability of the remainder of this document rests.
1.1 Purpose
These Terms and Conditions of Use (the "Terms") govern access to, browsing of and use of the websites, portals, applications, self-service environments and other online services (collectively, the "Site" or the "Digital Platforms") operated by Valencia Holding Group ("VHG" or the "Parent Company") and by the entities that have formally adhered to the VHG Group Digital Legal Framework (the "Adhering Entities" and, together with VHG, the "VHG Group").
1.2 Identification of the operating entity
In compliance with the disclosure duty imposed by Article 50 of Colombian Law 1480 of 2011 and equivalent standards in the other jurisdictions of operation, the entity responsible for each Digital Platform is identified as follows:
| Field | Detail |
|---|---|
| Corporate name of the operating entity | Valencia Holding Group LLC |
| Tax identification number (NIT / RUC / EIN) | Withheld from publication. Recorded in Annex A and disclosed to any authority so requiring |
| Principal domicile | Delaware, United States of America |
| Physical address for judicial and administrative service | Delaware, United States of America. Designated formal channel for service: info@vhg.capital |
| Contact email address | info@vhg.capital |
| Contact telephone number | Not published. Single contact channel: info@vhg.capital |
| Commercial registry / registration number | Delaware Division of Corporations. Recorded in Annex A |
| Applicable supervisory authority | United States: Federal Trade Commission. Colombia: Superintendency of Industry and Commerce |
The specific identification of each Adhering Entity and of the platform it operates is set out in Annex A — Adhering Entity Identification Sheet, published and accessible from each Digital Platform. Where a platform is operated jointly by more than one VHG Group entity, Annex A shall specify the allocation of functions and the entity responsible vis-à-vis the User.
1.3 Formation of consent and evidence of acceptance
Accessing, browsing or using the Site constitutes full and unreserved acceptance of these Terms in the version published at the time of access. Where the Site enables registration, account opening, form submission or subscription to communications, acceptance shall be obtained by means of an express affirmative action — an unchecked box, an acceptance button or an equivalent mechanism — with an electronic record of the date, time, version accepted and technical traces of the transaction.
Such expression of will constitutes a data message with full validity and evidentiary weight under Articles 5, 6, 10 and 11 of Colombian Law 527 of 1999 and Decree 2364 of 2012. The VHG Group shall retain acceptance records for the limitation period applicable to actions arising from the relationship and, in any event, for the minimum period imposed by applicable law.
1.4 Capacity and representation
By using the Site, the User represents that it has legal capacity to be bound; that it is at least eighteen (18) years of age or accesses under the authorisation and supervision of a person holding parental authority or legal representation; that, where acting on behalf of a legal entity, it holds sufficient powers of representation; and that the information it provides is truthful, complete, current and lawful.
The VHG Group does not direct its Digital Platforms to minors and does not knowingly collect their personal data. The processing of children's and adolescents' data is governed by section 5.3 of instrument MLD-04.
1.5 Rejection of these Terms
If the User does not accept these Terms, it must refrain from accessing and using the Site. Non-acceptance carries no adverse consequence other than the inability to access functionalities requiring prior acceptance.
2. Framework architecture and scope of application
The VHG Group operates under a parent-company and dependent-unit structure. That structure determines how this Framework is issued, adopted and enforced, and explains how a single body of rules can govern platforms operated by legally distinct entities. This section sets out that mechanism precisely, so that no ambiguity arises as to who is answerable to the User.
2.1 Group structure
Valencia Holding Group is the Parent Company and the issuing unit of the Digital Legal Framework. In that capacity, it defines the minimum standard of digital governance, data protection and user relations applicable across the Group.
The Adhering Entities are legally autonomous companies and business units — controlled entities, affiliates, subsidiaries or entities related to VHG — which adopt this Framework through the adhesion instrument set out in section 2.2. These include, among others, Valencia Capital Group (VCG) and Valencia Investment Group (VIG), as well as any other affiliate, subsidiary, company, brand or business unit that may in future join the Group, be incorporated by it or come under its direct or indirect control. This list is illustrative and not exhaustive: a new entity joins by executing the Deed of Adhesion under section 2.2, without any need to amend this instrument.
Adhesion does not alter the legal personality or the asset autonomy of any entity. Each Adhering Entity is individually and directly answerable to the User for the operation of its own Digital Platforms and for the processing of personal data whose purposes and means it determines. VHG does not, by the mere act of issuing this Framework, assume joint and several liability for the obligations of the Adhering Entities, except where applicable law imposes it.
2.2 Adhesion mechanism
An entity joins the Framework by executing a Deed of Adhesion signed by its legal representative, in the form set out in Annex E. The Deed of Adhesion produces the following effects:
First — Full adoption. The entity adopts the four instruments of the Framework (MLD-01 through MLD-04) as its own internal rules, subject to any mandatory jurisdictional adaptations.
Second — Identification. The entity completes and publishes its Annex A, thereby becoming fully identified to users and authorities.
Third — Functional designation. The entity designates its Data Protection Area and its contact point for the exercise of data subject rights, in accordance with section 2 of instrument MLD-04.
Fourth — Submission to governance. The entity submits to the coordination, verification and reporting functions exercised by the Group Data Protection Office, without prejudice to its legal autonomy.
Fifth — Power to supplement. The entity may issue supplements specific to its activity or jurisdiction, provided such supplements raise the standard of the Framework and neither contradict nor reduce it.
2.3 Covered Users
These Terms apply to any natural or legal person accessing the Digital Platforms, including visitors, current and prospective clients, investors and prospective investors, commercial counterparties, suppliers, contractors, candidates and any third party interacting digitally with the VHG Group.
For the purposes of the liability regime and the jurisdiction clause, a distinction is drawn between:
Consumer User. A natural or legal person who acquires, enjoys or uses a good or service to satisfy a personal, private, family or household need, and a business need where not intrinsically linked to its economic activity, within the meaning of Article 5(3) of Colombian Law 1480 of 2011 or the equivalent rule in its jurisdiction. Such User enjoys the mandatory protections of consumer law, which prevail over any provision of this document to the contrary.
Professional User. A person accessing the Site in the course of its business, professional or institutional activity, in respect of whom the principle of freedom of contract applies, subject to public-policy limits.
2.4 Order of precedence
In the event of conflict between provisions, the following descending order of precedence applies, from which no derogation is permitted:
| Order | Source | Scope |
|---|---|---|
| 1 | Mandatory and public-policy rules of the User's jurisdiction of residence or domicile | Always prevail in full |
| 2 | Applicable Jurisdictional Supplement (Annex B) | Adapts the Framework to each legal system |
| 3 | Adhering Entity supplement | Only where it raises the Framework standard |
| 4 | MLD-VHG master framework (MLD-01 to MLD-04) | Group minimum standard |
In the event of conflict between the instruments of the Framework: MLD-04 prevails on matters of personal data; MLD-03 prevails on matters of cookies and tracking technologies; MLD-01 prevails on contractual and use-related matters.
3. Nature, purpose and limits of the Site
The functional delimitation of the Site is not a stylistic formality: it defines the applicable regulatory perimeter and, consequently, the obligations that the VHG Group assumes and those it expressly does not. This section fixes that perimeter precisely.
3.1 Purpose of the Site
The Site is intended exclusively to:
● Disseminate corporate, institutional and informational content of the VHG Group. ● Describe business lines, capabilities, track record and organisational structure. ● Enable channels for contact, enquiry and the initiation of relationships. ● Publish institutional information addressed to investors and stakeholders, on a strictly informational basis.
3.2 Express exclusion of offer, solicitation and advice
The Site does not constitute, and may not be construed as, a commercial offer within the meaning of Article 845 of the Colombian Commercial Code, an invitation to treat, a promise of contract, a solicitation of investment, a public offering of securities, or financial, tax, accounting, legal or investment advice, or any personalised recommendation whatsoever.
No information published on the Site creates any obligation, binding relationship or legitimate expectation for the VHG Group. Legal relationships with the VHG Group arise solely from autonomous, express, written contractual instruments executed by a legal representative holding sufficient powers.
In particular, and without limiting the foregoing:
In Colombia, no communication on the Site constitutes a public offering of securities within the meaning of Article 6.1.1.1.1 of Decree 2555 of 2010 and Law 964 of 2005, nor an activity subject to authorisation by the Financial Superintendency of Colombia, nor advice to a financial consumer under Law 1328 of 2009.
In any other jurisdiction from which the Site is accessed, no communication constitutes a public offering of securities, an invitation to invest, or an activity subject to authorisation, licensing or registration before any authority.
In the United States, no content on the Site constitutes an offer to sell or a solicitation of an offer to buy securities under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Where an Adhering Entity enables transactional, subscription or online onboarding functionality, such functionality shall be subject to a specific supplement and to the applicable sector-specific regulation, and shall not be deemed covered by this exclusion.
3.3 Currency and accuracy of information
Information published corresponds to the date of its publication and may be modified without prior notice. The VHG Group makes reasonable efforts to keep it accurate and current but does not warrant that it is free from error, omission or obsolescence. Figures, projections, estimates and forward-looking statements are illustrative, rest on assumptions valid at the time of preparation and do not constitute a guarantee of future results.
4. Conditions of access and use
Access to the Site is granted under a limited licence whose scope should be stated precisely, both to define what the User may do and to characterise clearly the conduct that triggers suspension of access and, where applicable, legal action.
4.1 Licence of use
The VHG Group grants the User a limited, personal, revocable, non-transferable, non-exclusive and non-sublicensable licence to access the Site and view its content for informational and legitimate relationship purposes. This licence entails no transfer of intellectual or industrial property rights.
4.2 User obligations
The User undertakes to use the Site in accordance with the law, the good faith required in the performance of any contract under Articles 1603 of the Colombian Civil Code and 871 of the Colombian Commercial Code, public policy and accepted standards of conduct; to provide truthful information; to safeguard its access credentials and immediately report any unauthorised use; and to refrain from the conduct described in section 4.3.
4.3 Prohibited conduct
The following conduct is expressly prohibited, among others:
Unauthorised access and manipulation. Accessing or remaining on the Site or any of its systems without authorisation or exceeding the authorisation granted; breaching, circumventing or attempting to circumvent security, authentication or access-control measures.
Interference with operation. Obstructing, overloading, interrupting or degrading the functioning of the Site, its servers or its networks, including denial-of-service attacks.
Interception and extraction of data. Intercepting communications, capturing traffic, or extracting, copying or disclosing data hosted on the Site.
Introduction of harmful code. Uploading, transmitting or disseminating viruses, malicious programs or any code intended to damage, alter or take control of systems or data.
Automated extraction. Using robots, spiders, crawlers, scraping techniques, reverse engineering or any automated method of mass content extraction, and using Site content for the training, fine-tuning or feeding of artificial intelligence systems, without the prior express written authorisation of the VHG Group.
Impersonation and fraud. Impersonating persons or entities, misrepresenting an association with the VHG Group, creating sites or communications that mislead as to their origin, or using the Site for fraudulent purposes.
Harmful use. Using the Site to disseminate unlawful, defamatory or discriminatory content or content harmful to third-party rights, or to cause reputational harm to the VHG Group.
Notice of criminal consequences. In Colombia, the conduct described above may constitute the criminal offences set out in Law 1273 of 2009, including abusive access to a computer system (Art. 269A), unlawful obstruction of a computer system or telecommunications network (Art. 269B), interception of computer data (Art. 269C), computer damage (Art. 269D), use of malicious software (Art. 269E), breach of personal data (Art. 269F) and website spoofing to capture personal data (Art. 269G). The VHG Group reserves the right to pursue all applicable criminal, civil and administrative actions.
4.4 Accounts and credentials
Where the Site enables user accounts, credentials are personal and non-transferable. The User is responsible for operations executed using its credentials, unless it demonstrates unauthorised use previously notified to the VHG Group. The VHG Group may require enhanced authentication mechanisms and periodic credential renewal.
5. Intellectual and industrial property
Protecting the VHG Group's intangible assets requires identifying precisely the legal regime underpinning that protection in each jurisdiction and the actual scope of the rights invoked, avoiding assertions that exceed what is effectively registered or protected.
5.1 Ownership
All Site content — text, designs, graphics, photographs, logos, trademarks, trade names, business signs, databases, software, source and object code, audiovisual materials, methodologies and technical documentation — is owned by the VHG Group or licensed to it by its rightful owners.
5.2 Applicable legal regime
These rights are protected, as applicable, by:
● Colombia and the Andean Community: Andean Decision 486 of 2000 (Common Industrial Property Regime), Andean Decision 351 of 1993 (Common Regime on Copyright and Related Rights), Law 23 of 1982, Law 1915 of 2018, and Law 1581 of 2012 in respect of databases containing personal data. ● Other jurisdictions: the industrial property and copyright rules applicable in each territory where the Group operates or registers its distinctive signs. ● United States: the Copyright Act (17 U.S.C.), the Lanham Act (15 U.S.C. § 1051 et seq.) and the Defend Trade Secrets Act. ● International instruments: the Berne Convention, the Paris Convention and the TRIPS Agreement.
Clarification regarding distinctive signs. Colombia and the Andean Community operate an attributive system: the exclusive right to a trademark is acquired by registration before the competent national office, in accordance with Article 154 of Andean Decision 486 of 2000.
Current registration status. As at the publication date of this instrument, the VHG Group's distinctive signs are pending registration. Accordingly, the VHG Group does not assert in respect of them any trademark exclusivity not yet constituted, and reserves only such actions for unfair competition and undue exploitation of another's reputation as may be available. This does not affect copyright in the Site's content, text, designs and software, which arises upon creation of the work and requires no registration under Article 52 of Andean Decision 351 of 1993. The status of registrations is updated in Annex A.
5.3 Reservation of rights
No licence, assignment or authorisation is granted to the User other than that provided in section 4.1. Reproduction, distribution, public communication, transformation, decompilation, substantial extraction from databases and any commercial exploitation of the content without prior written authorisation are expressly prohibited.
5.4 Notification of infringements
A rightsholder who considers that its intellectual property has been infringed by content published on the Site may notify the VHG Group through the channels in section 15, identifying the right invoked, the allegedly infringing content, its exact location and the claimant's contact details. The VHG Group shall assess the request and adopt such measures as may be appropriate within a reasonable period, without this implying any acknowledgment of liability.
6. Communications, confidentiality and commercial contact
The Site is a channel for receiving communications whose treatment must be clearly delimited, both to protect the User's sensitive information and to define the limits within which the VHG Group may send commercial communications.
6.1 Communications submitted by the User
Information submitted by the User through forms, emails or Site channels shall be processed in accordance with instruments MLD-02 and MLD-04. The VHG Group advises against sending sensitive, confidential, privileged or restricted information through unencrypted channels and does not guarantee the confidentiality of unsolicited information transmitted by open means.
The submission of unsolicited information does not create a contractual, pre-contractual, agency or confidentiality relationship, unless expressly agreed otherwise.
6.2 Trade secrets
Information that the VHG Group identifies as restricted and that meets the requirements of Articles 260 to 266 of Andean Decision 486 of 2000 constitutes a trade secret. Any User gaining access to it, on whatever basis, undertakes not to disclose, exploit or use it for its own benefit or that of third parties.
6.3 Commercial communications
Sending commercial, promotional or informational communications requires the recipient's prior, express and informed authorisation, granted in accordance with instruments MLD-02 and MLD-04. The User may withdraw such authorisation at any time, free of charge, through the same channel by which it was granted or through any of the channels in section 15.
Special rule for Colombia. Contact with consumers is subject to Law 2300 of 2023. Accordingly, contact shall be made only through channels authorised by the consumer and within permitted hours — Monday to Friday from 7:00 to 19:00 and Saturdays from 8:00 to 15:00, with contact prohibited on Sundays and public holidays — respecting the statutory frequency limits and immediately honouring any request not to be contacted.
7. Third-party links and content
The Site may incorporate links, embedded content or functionalities provided by third parties. The VHG Group does not control, monitor, adopt or endorse such content and assumes no responsibility for its accuracy, lawfulness or availability, or for the privacy practices of its operators. Access to third-party resources is at the User's own risk, and the User should review the terms and policies governing each of them.
The presence of a link does not imply association, sponsorship, recommendation or any connection between the VHG Group and the third party.
8. Personal data protection
The processing of personal data carried out through the Digital Platforms is governed in full by:
● MLD-02 — Privacy Notice ● MLD-03 — Cookie and Similar Technologies Notice ● MLD-04 — Personal Data Processing and Protection Policy
Those instruments form an integral part of these Terms. On matters of personal data, their provisions prevail over this document.
The VHG Group processes personal data on the basis of the data subject's prior, express and informed authorisation, in accordance with Article 9 of Colombian Law 1581 of 2012, save in the cases expressly excepted by Article 10 of that law or by the equivalent rule in the applicable jurisdiction.
9. Availability, representations and liability regime
Every exclusion clause has limits that the legal system imposes mandatorily. Drafting such a clause without acknowledging those limits exposes it to total ineffectiveness. This section sets out the actual scope of the VHG Group's representations and of the liability exclusions that are effectively enforceable.
9.1 Availability
The Site is offered on a reasonable-availability basis. The VHG Group may temporarily suspend access for maintenance, updating, security or technical reasons, seeking to minimise impact and, where feasible, giving prior notice.
9.2 Scope of representations
The VHG Group does not warrant that the Site will operate uninterrupted or error-free, or that its content is exhaustive or fit for any particular purpose of the User. These representations are made to the extent permitted by applicable law.
9.3 Limitation of liability and its mandatory limits
To the extent permitted by law, the VHG Group shall not be liable for indirect damages, loss of profits, loss of business opportunity or loss of data arising from the use of, or inability to use, the Site.
Mandatory limits of this clause. This limitation does not apply and shall be deemed unwritten in the following cases: (i) damage caused by wilful misconduct or gross negligence of the VHG Group, in accordance with Article 1522 of the Colombian Civil Code; (ii) damage to life, physical integrity or health; (iii) with respect to Consumer Users in Colombia, to the extent that clauses limiting the supplier's liability, reversing the burden of proof or implying a waiver of consumer rights are null and void by operation of law under Article 43 of Law 1480 of 2011; and (iv) in any other case in which the mandatory law of the User's jurisdiction precludes exclusion.
9.4 Force majeure and fortuitous event
The VHG Group shall not be liable for non-performance arising from force majeure or fortuitous event, as defined in Article 64 of the Colombian Civil Code and the equivalent rule in each jurisdiction, including generalised telecommunications infrastructure failures, third-party cyberattacks exceeding reasonably required security measures, acts of authority and natural disasters.
10. Information security and incidents
The VHG Group implements administrative, technical and physical measures designed to preserve the confidentiality, integrity, availability and traceability of information handled through the Site, proportionate to the risk, the nature of the data and the state of the art.
The User undertakes to report immediately, through the channels in section 15, any vulnerability, incident or unauthorised use of which it becomes aware. The good-faith reporting of vulnerabilities shall not give rise to action against the reporter, provided the reporter has refrained from exploiting the vulnerability, from accessing third-party data and from disclosing it prior to remediation.
The management of incidents affecting personal data, including reporting to supervisory authorities, is governed by section 15 of instrument MLD-04.
11. Suspension and termination of access
The VHG Group may restrict, suspend or terminate a User's access where a breach of these Terms is established, where required by a legal or regulatory obligation or an order of a competent authority, or where duly identified operational or security risks arise.
Any such measure shall be proportionate to the conduct giving rise to it and, unless security reasons, an order of authority or imminent risk require immediate action, shall be preceded by a communication to the User stating the cause and affording an opportunity to respond. Termination does not affect obligations already accrued or the data subject's rights in respect of personal data.
12. Amendment of the Framework
The power to amend a contract of adhesion unilaterally is subject to strict limits. An amendment regime that presumes the User's consent from silence is abusive and, in matters of personal data, contravenes the purpose limitation principle. This section establishes a procedure that preserves the VHG Group's ability to update the Framework without incurring those defects.
12.1 Amendment procedure
The VHG Group may amend these Terms and the other instruments of the Framework. Amendments are subject to the following regime:
Non-substantial amendments — formal corrections, drafting clarifications, updates to contact details or regulatory references — take effect upon publication on the Site, with visible indication of the update date.
Substantial amendments — those altering the subject matter, the rights or obligations of the parties, the liability regime, the governing law or the jurisdiction — shall be communicated to registered Users at least fifteen (15) business days before taking effect, through the contact channel provided by the User, and shall be prominently published on the Site.
Amendments affecting the processing of personal data. Where an amendment entails a change in the purpose of processing, in the categories of data processed or in the recipients, fresh authorisation from the data subject shall be required, with prior notice in accordance with section 7 of instrument MLD-04. The data subject's silence shall not be construed as acceptance.
12.2 User's right
A User who does not accept a substantial amendment may cease using the Site, request the cancellation of its account and exercise its rights of erasure and withdrawal of authorisation, at no cost and without penalty.
12.3 Version control
Each instrument of the Framework identifies its version and effective date. The VHG Group shall keep prior versions accessible for the applicable limitation periods.
13. Governing law, dispute resolution and jurisdiction
The determination of the governing law and the competent court admits neither indeterminacy nor subjection to the unilateral will of one party. This section adopts a tiered regime that respects freedom of contract where the legal system permits it and recognises mandatory competences where these are imposed.
13.1 General rule
Save as provided in the following sections, these Terms are governed by and construed in accordance with the laws of the State of Delaware, United States of America — the jurisdiction of incorporation of Valencia Holding Group LLC — excluding its conflict-of-laws rules, and disputes shall be submitted to the competent courts of that State.
13.2 Special rule for Users in Colombia
For Users domiciled or resident in Colombia, these Terms are governed by Colombian law and disputes are submitted to the jurisdiction of the competent Colombian courts under the rules of the General Procedural Code.
This rule is adopted in recognition that:
● Article 869 of the Colombian Commercial Code provides that the performance of contracts entered into abroad but to be performed in Colombia shall be governed by Colombian law. ● Article 4 of Law 1480 of 2011 confers public-policy status on consumer protection rules, whose application cannot be displaced by agreement of the parties. ● Article 43(5) of Law 1480 of 2011 renders null and void by operation of law any clause compelling the consumer to resort to a person or court other than the competent one. ● Law 1581 of 2012 and its implementing decrees are public-policy rules of mandatory territorial application.
The Consumer User retains, in all cases, the right to apply to the Superintendency of Industry and Commerce in the exercise of its judicial powers under Article 58 of Law 1480 of 2011, and to that authority's Delegate Office for the Protection of Personal Data on matters of personal data.
13.3 Special rule for Users in other jurisdictions
For Users domiciled or resident in jurisdictions other than the foregoing, the mandatory consumer protection and data protection rules of their place of residence shall apply with precedence over the general rule in section 13.1, and the User retains the right to apply to the competent supervisory authority in their territory.
13.4 Pre-litigation mechanisms
Before resorting to judicial proceedings, the parties shall seek to resolve their differences through direct negotiation for a period of thirty (30) calendar days from the written notice of the dispute. This requirement does not suspend limitation or lapse periods, is not enforceable against a Consumer User, and does not limit either party's right to seek interim relief.
14. Final provisions
Entire agreement. These Terms, together with instruments MLD-02, MLD-03 and MLD-04 and their annexes, constitute the entire agreement between the parties regarding use of the Site.
Severability. The invalidity, illegality or unenforceability of any provision shall not affect the validity of the remainder, which shall remain in full force. The affected provision shall be deemed replaced by the valid provision that most closely approximates its economic and legal purpose.
No waiver. Forbearance or the non-exercise of a right by the VHG Group does not constitute a waiver of that right or of its future exercise.
Assignment. The User may not assign its contractual position without the prior written authorisation of the VHG Group. The VHG Group may assign its position to another Group entity or to a successor by reason of corporate reorganisation, notifying the User and fully preserving its rights, in particular those relating to personal data.
Notices. Notices to the VHG Group shall be addressed to the physical address and email address stated in Annex A. Notices to the User shall be sent to the contact details provided by the User, who bears the burden of keeping them current.
Language and versions. The governing language of this instrument is Spanish. The English version is published as a courtesy translation. In the event of discrepancy, and in particular with respect to Users domiciled in Colombia, the Spanish version prevails, in view of the duty to provide information in Spanish imposed by Article 24 of Law 1480 of 2011.
Headings. Titles and headings are included solely for ease of reading and do not affect the construction of the clauses.
Effectiveness and review. These Terms take effect upon publication at https://vhg.capital, on the date stated in the Document Control block, and remain in force until superseded by a later version. The VHG Group subjects them to ordinary review on 1 January each year and to extraordinary review upon any regulatory change, corporate reorganisation or addition of functionality that so warrants.
15. Contact channels and annexes
15.1 Contact channels
| Subject | Channel |
|---|---|
| General and relationship enquiries | info@vhg.capital |
| Exercise of personal data rights | info@vhg.capital |
| Group Data Protection Office | info@vhg.capital |
| Reporting of incidents and vulnerabilities | info@vhg.capital |
| Notification of intellectual property infringement | info@vhg.capital |
| Judicial and administrative service | Delaware, United States of America — info@vhg.capital |
15.2 Framework annexes
| Annex | Title | Status |
|---|---|---|
| A | Adhering Entity Identification Sheet | Issued and published |
| B | Jurisdictional Supplements | Incorporated in section 21 of MLD-04 |
| C | Inventory of Cookies and Similar Technologies | Incorporated in section 6 of MLD-03 |
| D | Register of Databases, Purposes and Retention | Issued — internal document |
| E | Model Deed of Adhesion to the MLD-VHG | Issued — pending execution by VCG and VIG |
| F | Intragroup Personal Data Transmission Master Agreement | Activated upon the first formal adhesion |
| G | Contact Form Authorisation | Issued and applied on the Site |
END OF INSTRUMENT MLD-01
Valencia Holding Group — VHG Group Digital Legal Framework MLD-01 — Terms and Conditions of Use | Version 3.0 | Governing language: Spanish