Master Agreement

THE FOLLOWING PARTIES:

 

PROCESSOR SOLUÇÕES TECNOLÓGICAS PARA NEGÓCIOS LTDA, a legal entity registered under CNPJ No. 92.232.081/0001-73, and ITSOURCE SERVIÇOS E SOLUÇÕES EM TI LTDA, a legal entity registered under CNPJ No. 16.575.880/0001-64, referred to as the PROCESSOR COMPANIES, all headquartered at Av. Severo Dullius, nº 410, Bairro São João, Porto Alegre/RS, each individually referred to herein as the CONTRACTED PARTY, or jointly as the CONTRACTED PARTIES; and the Legal Entity that enters into transaction(s) with one or more of the PROCESSOR COMPANIES, herein referred to as the CLIENT, duly identified in the Proposal(s) and/or Accessory Contract(s), documents that form an integral part of this Contract.

 

The PARTIES hereby enter into this MASTER AGREEMENT, which shall be governed by the clauses and conditions described below and shall take effect as of the execution of an Ancillary Agreement and/or Proposal.

DEFINITIONS: For purposes of the relationship established between the PARTIES, they agree to the following definitions:

 

PARTIES: The CLIENT, the CONTRACTOR and/or any third party involved in the established legal relationship are considered PARTIES;

 

CLIENT: means, necessarily, the company that contracted the software, services, and/or solutions described in the Commercial Proposal and/or Ancillary Agreement;

 

CONTRACTOR: The company, among the PROCESSOR COMPANIES identified above, engaged to perform/provide the services, itself or through a third party, and/or to deliver the products and/or solutions purchased and/or used by the CLIENT;

 

MASTER AGREEMENT: This is the instrument governing the terms and conditions applicable to the contractual legal relationship between the PARTIES and to which the CLIENT is bound. Accordingly, if the CLIENT does not agree with the provisions of this MASTER AGREEMENT, it must not use the CONTRACTOR's services. By using the software, services, and/or solutions offered, the CLIENT fully accepts the terms of this instrument and its related attachments.

 

In the event of a conflict, this MASTER AGREEMENT shall prevail over the ANCILLARY AGREEMENTS and/or Proposals, purchase orders and similar instruments (even if issued subsequently), as well as over any other instruments that may be entered into between the PARTIES. The appendices and information incorporated into this MASTER AGREEMENT by express reference (including information contained in URLs or the CONTRACTOR’s policies) shall be considered an integral part thereof, as if written herein.

 

This MASTER AGREEMENT represents the Parties’ statement of intent regarding its subject matter and may only be amended under the CONTRACTUAL AMENDMENTS clause. Provisions printed on a purchase order, acceptance form, registration form, and/or CLIENT portal have no legal validity and do not amend or supplement the MASTER AGREEMENT, even if the CONTRACTOR does not formally and expressly object to such terms when accepting a CLIENT order.

 

ANCILLARY CONTRACT(S): all contracts for the provision of services and/or solutions, among others, that will be linked to a given Proposal and the MASTER AGREEMENT, in accordance with the terms of the respective engagement, supplementing the specific terms of use for each service or solution;


PROPOSAL: A document formalized by the CONTRACTOR and accepted by the CLIENT as an expression of the intent to contract the CONTRACTOR’s services, solutions, and/or products;


COMPLEMENTARY PURCHASES: These are software, services, and solutions acquired and/or used by the CLIENT that were not included in the original intent of the engagement. Payment for COMPLEMENTARY PURCHASES shall be made under the terms of this MASTER AGREEMENT, preferably maintaining the purchasing format already established in the Proposal and/or the respective ACCESSORY AGREEMENTS, or, in their absence, under the CONTRACTOR’s current commercial policy.


SPECIFIC RELATIONSHIP: The software, services, and solutions provided by the CONTRACTOR shall be governed by this MASTER AGREEMENT and, additionally, by the provisions set forth in the ANCILLARY AGREEMENTS and/or Proposals and/or Amendments and the CONTRACTORS’ website, according to the terms of the respective engagement, depending on the type of service to be provided by the CONTRACTOR to the CLIENT. Where the contracted services use third-party technologies or technology manufacturers, the CLIENT acknowledges that the agreement shall also be subject to the specific rules, compliance requirements, and characteristics established by such third party or parties, which must be followed in accordance with their policies and in harmony with those of the CONTRACTOR. Therefore, the CLIENT is advised that, in such cases, the contracted subject matter shall also be bound by the rules and guidelines of the respective manufacturers, particularly with regard to technical, licensing, and commercial matters, especially price, payment terms, adjustments, change/cancellation policies, among others applicable, which may be modified at any time without prior notice, with impacts on the agreement existing between the CLIENT and the CONTRACTOR. In all cases, in the event of a conflict between the guidelines/policies of the technology manufacturer(s) and those of the CONTRACTOR, the latter’s shall always prevail.


INVESTMENT AMOUNT: This is the estimated price agreed between the Parties for the full commitment period established in the Proposal, ANCILLARY AGREEMENT and/or Amendment, payable by the CLIENT to the CONTRACTOR for the use of subscriptions, consumption, and/or solutions offered by the CONTRACTOR. The Parties acknowledge that the INVESTMENT AMOUNT is directly related to the total agreed commitment period, so the payment format selected at the time of contracting refers solely to the installment method for the total amount acquired for the committed period.


For services whose delivery includes estimated activities that may grow over the committed period, including professional services, the CLIENT acknowledges and agrees that such estimates do not constitute an exact commitment regarding budget, scope, and/or execution time, and may increase according to the activities performed during service delivery and the measurement(s) carried out by the CONTRACTED PARTY.


The CLIENT’s credit assessment may be revalidated with each new purchase/order. If credit is not approved, payment must be made in advance, or the CLIENT may opt for bank financing through partner banks, if authorized by those institutions. In this case, the availability of the contracted technology and/or services will be subject to proof of advance payment or approval of bank financing.


For contracts denominated in Brazilian Reais, the unit amounts that make up the base amount, the amounts for additional services, and overtime rates shall be adjusted annually according to the positive variation of the IGP-M (FGV)—or any other index that may officially replace it—or according to the collective bargaining adjustment for the category, whichever is higher. The CLIENT acknowledges and agrees that the annual adjustment of the amounts does not represent a gain for the CONTRACTOR, but is merely the appropriate measure to correct for currency depreciation over each contract year, and that the initial proposal for the estimated amount for a fully committed period exceeding 12 (twelve) months does not waive the need for annual adjustment.


CONTRACTED TERM UNITY: The CLIENT acknowledges that its purchase is for the minimum term established in the proposal, ANCILLARY AGREEMENT and/or Addendum, which term is indivisible. Accordingly, the CLIENT understands that, when contracting a service for a fixed term at special rates agreed based on the contractual commitment period, the possibility of dividing the investment into monthly and/or annual installments does not in any way affect the unity of the contractual term, which must be fulfilled in full by the Parties.


The CLIENT acknowledges that certain solutions involve long-term contractual commitments due to commercial terms initially established and that these amounts were spread over time, including costs and investments for sustaining and maintaining the contracted environment/services and, even if they are suspended or unavailable due to default, a court decision, and/or the CLIENT’s responsibility, the CLIENT is obligated to pay all amounts due through the end of the contracted period, including any costs associated with the possible retention of data, environments, and/or information, to which the contractually defined penalty and interest will be added, if applicable. After 30 (thirty) consecutive days of default by the CLIENT, the CONTRACTOR may, at its sole discretion, delete the existing information without prior notice.

 

SCOPE INCREASE: The scope may be increased at any time, subject to the CONTRACTOR’s current contractual models and, where the contracted services include third-party technology, the rules of the technology-provider partners, with the CONTRACTOR’s rules prevailing in the event of conflict.

 

SCOPE DECREASE: In cases where—as a result of the specific nature and type of the technology or technologies contracted—scope fluctuations are expressly and simultaneously permitted by the policies of the manufacturer or manufacturers (owner) and the CONTRACTOR, the CLIENT may request a scope decrease, subject to validation by the CONTRACTOR. The CONTRACTOR will assess its feasibility based on the owners’ policies and the acquisition model. If feasible, the maximum total scope reduction permitted for the current contract will be 30% (thirty percent) of the investment amount initially contracted. Subsequent purchases, considered amendments and/or additions, follow the same rule. The maximum reduction percentage provided for in this clause may differ if expressly stipulated in the respective ANCILLARY CONTRACT.

 

The CLIENT understands and agrees that the possibility of reduction referred to in this clause does not apply to annual, biennial, triennial, and/or consumption-commitment contracts, with a single invoice and/or installments billed annually or monthly, in which case the scope may not be reduced.

 

RESERVED CAPACITY: This occurs when the CLIENT, or the CONTRACTOR on its behalf, “reserves” software and solution licenses, subscriptions, servers, environments, and other technology solutions on a usage-based or predefined-period basis, including to obtain reduced contract pricing through a usage/consumption commitment, regardless of whether they are used. Once usage is reserved, payment to the CONTRACTOR will be due even if the CLIENT does not use it, including if the agreement ends before the reserved capacity is consumed and/or billed.


If a reservation and/or consumption commitment extends beyond the contract end date, the contract shall be automatically extended for the same commitment period as the provisioned reservation(s) and/or consumption(s), in accordance with the policies of the CONTRACTOR and/or the technology manufacturers involved, with the CONTRACTOR’s policies always prevailing in the event of conflict. For the extended period, the CUSTOMER shall be billed at the current price of the technologies used, without the discounts and special terms initially established, plus 3% (three percent) applied to the current price, due to usage during the extended term and/or the policies in force at the time of execution. However, the CONTRACTOR may, at its discretion, choose to maintain the special terms previously offered, provided that the CUSTOMER agrees to execute supplementary documents and/or commitment forms with the CONTRACTOR and/or manufacturer, as instructed by the CONTRACTOR.


Payment for the reservation or reservations will be made on the anniversary date of the existing contract, at the time of the request and/or order, during the reservation availability period, or upon contract termination, in accordance with the CONTRACTOR’s current policy. Billing will cover the entire reserved period, even if it extends beyond the contract end date, regardless of usage, incorporating this reservation and/or consumption into the original base contract. The CLIENT will not be reimbursed for unused reservations.


The CLIENT may consult the access and control tools made available by the CONTRACTOR and/or the third-party technology provider to verify its usage and respective reservations, and agrees that, once provisioned, they may no longer be canceled/changed, in accordance with the policies of the third-party technology provider(s) and the CONTRACTOR, with the latter’s guidelines always prevailing in the event of a conflict. With regard to usage/consumption reservations and provisioning, the CLIENT hereby agrees that every online procedure, including email, is valid and that signatures are not required, since it will be using portals that allow such procedures at its convenience.


COMMITTED CONSUMPTION: The CLIENT understands and agrees that, when receiving—from the CONTRACTED PARTY and/or a third-party technology provider used under the contract—the benefit of special pricing subject to a minimum consumption commitment required throughout the committed period, which the CLIENT agrees to fulfill, the CLIENT must fully satisfy the established financial commitment no later than 60 (sixty) days before the end of each committed period. It is the CLIENT’s sole and exclusive responsibility to monitor consumption throughout the committed period to ensure compliance with the agreement. If the committed consumption is not fully realized by the advance deadline referred to in this clause, the CONTRACTED PARTY may, immediately and at its discretion, invoice the remaining balance of the committed consumption, payable within 15 (fifteen) days, without prior notice, to which the CLIENT hereby agrees without reservation. This amount shall be owed by the CLIENT even if the invoice is issued and/or becomes due after the deadline initially established in the contract and/or proposal.


TERM: This comprises the pre-established period between the PARTIES in the ANCILLARY AGREEMENTS, Proposals and/or any Amendments, during which the contracted legal relationship and/or reservation of purchased items remains in effect. Once the term initially established between the CLIENT and the CONTRACTOR in the Proposal(s), ANCILLARY AGREEMENTS and/or signed Amendments has ended, and if the CLIENT has not formally requested termination at least 30 (thirty) days before the end date, the CONTRACTOR may proceed with automatic renewal of the agreement for equal and successive periods, thereby renewing the CLIENT's right to use the contracted scope, with the corresponding adjustments to the INVESTMENT AMOUNT.

 

Where the contracted scope involves third-party technology(ies), if use of the acquisitions from such third party(ies) is extended, the existing contract between the CLIENT and the CONTRACTED PARTY shall also be automatically and mandatorily extended and/or renewed for the same period.

 

OWNERSHIP: The CLIENT acknowledges and agrees that the CONTRACTOR is the rightful owner of the rights to commercialize the software, solutions, and services provided. Under no circumstances will these rights be transferred to the CLIENT or its employees and/or service providers. This engagement does not constitute, represent, imply, or require the provision of patents and trade secrets and/or the granting of the CONTRACTOR’s source code, licensing, know-how, trademarks, and/or intellectual property to the CLIENT.


The CONTRACTED PARTY shall grant the CLIENT, in accordance with the rules and for the term defined in the ancillary agreement, the right to use a solution it owns. Continuation of the right of use after the contractual term has ended, whether due to expiration or early termination under any circumstances, will depend on the express authorization of the CONTRACTED PARTY. For this purpose, the CONTRACTED PARTY may impose any measures it deems appropriate to protect its intellectual property, pursuant to Laws No. 9,609 and 9,610, both of 1998 (Software and Copyright Laws), including the compulsory right to audit the CLIENT and/or suppliers to validate the established situation.


CONFIDENTIALITY: THE PARTIES shall keep confidential all information relating to the other party and/or arising from the existing business relationship. No copies of the other Party’s files or information may be made, except those strictly necessary for security and for fulfilling the purpose of the contracted services, under penalty of the sanctions set forth in this MASTER AGREEMENT. Likewise, THE PARTIES agree not to disclose and/or transfer the methodologies and technologies used by each of THE PARTIES to third parties, except with the express written authorization of the respective Party’s attorneys-in-fact.


The PARTIES may include the other Party’s logo in their informational and promotional materials, informing others of the existing business relationship, as well as publicize the contractual relationship in case studies, provided that such procedure does not breach the confidentiality obligations set forth herein.


AVAILABILITY: Delays or inability to provide service during the contracted hours due to the CLIENT’s responsibility will be considered hours worked. No service will be provided on holidays, including holidays observed in the CONTRACTOR’s location, except under service plans that expressly include holiday support and/or in special situations previously and expressly agreed between the PARTIES.

 

CUSTOMER COMMITMENT:

 

  • Maintain the computing and software environment in accordance with the requirements and specifications of the CONTRACTOR and the associated manufacturers and, when necessary, seek prior technical guidance from the CONTRACTOR, ensuring the basic environment required to run the software and solutions, including suitable hardware (processor capacity, memory, disk space, etc.), software legally licensed by the rights holders (operating system, versions, or other interdependent software), communications infrastructure (links, network equipment), and working environment (air conditioning, space, etc.);
  • Install and operate the programs in accordance with the manufacturers’ specifications and the CONTRACTOR’s guidelines;
  • Keep backup copies and information security up to date and ready for daily use;
  • Adopt the appropriate procedures to prevent any improper use of the products and solutions belonging to the CONTRACTOR. It shall be the CLIENT’s sole responsibility to adopt the measures necessary to protect the confidentiality and integrity of its information and databases stored in the products;
  • Be responsible for the products and services purchased by its agents/employees and/or representatives on its behalf, including, but not limited to, payment for said products and/or services purchased, and shall ensure that access is granted only to those duly authorized to do so;
  • The CLIENT acknowledges that the CONTRACTED PARTY has made certain investments to enable the provision of the contracted services and therefore agrees that some of the penalties set forth in this instrument are established in consideration of such contributions and investments. In the event of termination and/or rescission, they may not, for any purpose, be considered an additional burden, but rather an integral part of the pricing structure applicable herein.

 

ACCESS CONDITIONS: The CONTRACTOR shall have broad and unrestricted access to the equipment, cloud and software covered by this MASTER AGREEMENT, the ACCESSORY AGREEMENTS and/or the Proposals, at the locations where they are installed, always observing the security rules previously established by the CLIENT and its representatives, while retaining the right to audit, for up to 05 (five) years after termination of the contract, matters related to the intellectual property of the CONTRACTOR and its technology partners.

 

The CLIENT shall, where applicable and whenever deemed convenient, grant remote and/or local access to the professional designated by the CONTRACTOR, providing a nominative, non-shareable username and password restricted to the system/server requiring intervention. This remote access shall be deactivated by the CLIENT as soon as the intervention is completed, preferably at the end of each day, in order to provide greater security for the CLIENT’s own environment. It is the CLIENT’s responsibility to limit access to what is necessary for the provision of the service, as well as to deactivate this user/password, and to carry out all security protocols required for this type of activity.

 

WARRANTY: The contracted services will be covered by a warranty for 30 (thirty) days from the date the services are delivered. Software, solutions and third-party services will be subject to the warranty policies established by the respective manufacturer(s) and the ACCESSORY AGREEMENTS entered into between the CLIENT and the CONTRACTOR.

 

THE CONTRACTED PARTY shall not be liable for, nor provide any warranty for, third-party products and/or services purchased by the CLIENT from third parties. The CLIENT must deal directly with the respective manufacturers, distributors or authorized resellers.

 

The CONTRACTOR’s liability for damages demonstrably caused by it to the CLIENT shall always be limited to the annual contract value related to the damage or event giving rise to the damage, excluding taxes, and must be established in court. The CONTRACTOR shall not be liable to the CLIENT or third parties for loss of profits, indirect damages, and/or loss of revenue.


The CLIENT declares that it understands that the exclusions and limitations of liability set forth in this MASTER AGREEMENT are essential elements and were taken into account when determining the prices presented to the CLIENT.


The software, services, and/or solutions provided by the CONTRACTOR are intended to comply with the legislation in force at the time they are delivered to the CLIENT. If the update is not expressly provided for in the Commercial Proposal, the CONTRACTOR shall not be obligated to keep the software, service, and/or solution updated for the CLIENT in accordance with changes to the legislation in question, nor shall the CONTRACTOR be liable for any type of parameterization and/or workflow changes required by applicable legal matters, which shall remain the exclusive responsibility of the CLIENT.

 

LABOR RESPONSIBILITY: Each PARTY shall be solely responsible, without any form of joint and/or subsidiary liability, for tax, social security, labor, occupational accident and civil obligations relating to the CONTRACTED PARTY’s team that may be assigned to the CLIENT to provide the services covered by the ANCILLARY CONTRACTS, Proposals and/or Amendments.

 

CONTRACTED TEAM: The CLIENT undertakes not to hire any employee, contractor or representative of the CONTRACTOR without its prior written consent during the term of this agreement. Former employees, contractors, third parties and/or representatives of the CONTRACTOR and its affiliates may only join the CLIENT’s workforce, or that of third parties providing services to it, after 12 (twelve) months have elapsed since termination of this agreement with the CONTRACTOR.

 

In the event of noncompliance with this obligation TO REFRAIN, this agreement, as well as its ANCILLARY AGREEMENTS, Proposals, and/or Amendments, may, at the CONTRACTOR’s discretion, be terminated by operation of law. The CLIENT shall also be required to indemnify the CONTRACTOR in an amount equivalent to 24 (twenty-four) times the compensation, including charges, received by the employee(s), collaborator(s), and/or service provider(s) harassed and/or removed from the CONTRACTOR’s team, in addition to compensation for losses and damages arising from termination of the agreement.

 

The CONTRACTOR, at its sole discretion, may assign professionals belonging to another PROCESSOR COMPANY to work for the CLIENT.

 

UNHEALTHY WORKING CONDITIONS: For the purpose of establishing the prices and responsibilities under the contracts linked to this MASTER AGREEMENT, it was assumed that the professionals who may provide services at a location other than the CONTRACTOR’s headquarters, as designated by the CLIENT, will perform their activities in healthy and safe working conditions and locations. If these locations or working conditions come to be considered unhealthy or hazardous, the CLIENT must immediately notify the CONTRACTOR in writing. In such case, the INVESTMENT AMOUNT in effect will be increased by the applicable unhealthy or hazardous-conditions premium, as well as the impact of payment of this premium on other social and employment obligations and other items affected by this increase in investment. If unhealthy or hazardous conditions are identified subsequently or granted retroactively, the CLIENT must pay the CONTRACTOR these same amounts and their related impacts, even if this agreement has already been terminated or concluded. Any unhealthy conditions in the current work environment will be the CLIENT’s responsibility and are not included in the INVESTMENT AMOUNT.

 

UNINTENDED HIGH-RISK USES OF THE PRODUCTS: The CONTRACTOR’s Products, or those licensed by it, are intended for normal commercial use by companies and organizations and were not developed for high-risk applications such as air traffic control, military use, nuclear power plants, etc. Accordingly, the CONTRACTOR shall not be liable for improper use of its solutions/services.

 

TEAM TRAVEL: When the services contracted by the CUSTOMER allow/include on-site activities, if the CUSTOMER’s premises are located in an area that is difficult to access and lacks regular public transportation, and the CUSTOMER provides transportation for the CONTRACTOR’s employee to travel to and from the service location, the cost of this transportation shall be borne exclusively by the CUSTOMER, and the time spent by the CONTRACTOR’s employee traveling shall be counted and paid as working hours. In all other cases, travel time shall not be charged as working hours; however, travel exceeding 40 km (forty kilometers), measured from the nearest CONTRACTOR office, shall be reimbursed by the CUSTOMER. If the hours actually worked plus travel time exceed the normal daily working hours specified in the applicable agreement, the excess shall be considered and charged as overtime.

 

TERM: This MASTER AGREEMENT shall remain in effect for the period specified in the related Proposals, as well as in the ANCILLARY CONTRACTS and/or Amendments, and shall be automatically renewed under the terms of the TERM clause of this instrument.

 

BILLING: The amounts owed by the CLIENT to the CONTRACTOR may, at the latter's discretion, be invoiced by any of the companies belonging to PROCESSOR COMPANIES.

 

Billing for installments relating to the service commitment period, if the CLIENT has chosen to pay in monthly installments, shall preferably take place during the first week of the month, except for pro rata closings, which shall be billed by the end of the reference month. If a legitimate and exceptional reason prevents billing during the first week of the month, the number of days elapsed between the end of the first week and the actual billing date shall be deducted from the payment term of the invoice, to which the CLIENT hereby agrees without reservation.

 

If the CLIENT wishes the Purchase Order number, or corresponding document, to appear on the invoice issued by the CONTRACTOR, the CLIENT must provide it to the CONTRACTOR no later than the last business day of the month immediately preceding the billing month, otherwise the invoice will be issued without the requested reference, which the CLIENT hereby acknowledges and accepts. It is recommended that the CLIENT generate the purchase order(s) for the total SCOPE INVESTMENT, that is, for the entire contractual commitment period. If the amount to be invoiced exceeds the Purchase Order amount, the CLIENT may issue a supplementary Purchase Order, which will be accepted provided it is sent to the CONTRACTOR with the same advance notice specified in this clause.

 

The Purchase Order may be provided to the CONTRACTOR by email or attached by the CLIENT to the LiveCloud portal. Another submission method may also be used, provided it is duly acknowledged and authorized by the CONTRACTOR.

 

Any discrepancy or dispute regarding the amount billed must be submitted by opening a ticket in the CONTRACTOR’s portal, or through an equivalent tool made available and/or recognized by the CONTRACTOR. However, the CUSTOMER understands and agrees that disputing the amount charged does not justify postponing payment, in which case the CUSTOMER must pay the full amount by the contractual due date and, if an overpayment is determined, the excess will be converted into a credit on the next invoice.

 

If the CLIENT has any credit with the CONTRACTOR to be deducted from the next invoice, the PARTIES agree that the minimum billing amount for the ANCILLARY CONTRACTS, amendments and Proposals shall be 50% of the contracted amount. Any remaining credits, if applicable, shall be deducted from subsequent invoices, subject to the limit established in this clause.

 

Taxes currently applicable to the provision of services and/or purchases, if itemized, are included in the approved Proposal. If they are not, they must be added to the proposed investment amounts.


Any and all taxes that may be created and imposed on the subject matter of the services, and that are not considered substitutes for another charge already imposed, shall be passed on to the CLIENT, with the corresponding adjustment to the final agreed price, in order to ensure compliance with the agreed terms and economic balance in the established relationship. Likewise, if the contracted subject matter involves third-party technology and, during the contract term, the price charged by that third party for the contracted item(s) increases, any resulting cost increases shall be passed on in full to the CLIENT, regardless of prior notice, with the corresponding addition to the contract value, to ensure the economic balance of the relationship is maintained. Furthermore, if the contracted product(s) are discontinued or replaced by the third-party technology manufacturer, the value(s) of the product(s) replacing them shall apply under the contract; in the event of discontinuation without subsequent replacement, the CLIENT shall have no right to compensation, reimbursement or damages of any kind from the CONTRACTOR.


If there are additional demands beyond the scope, the CONTRACTOR will perform and invoice these services, maintaining the investment format and criteria used to define the contracted object(s), in accordance with the guidelines established in its policies at the time of the additional purchase, as well as third-party policies and those of technology manufacturers used under the contract, where applicable; in the event of conflict, the CONTRACTOR’s rules shall always prevail.


DEFAULT: Any delay in payment by the CLIENT of any invoice, note, or collection instrument issued by the CONTRACTOR under this agreement and its attachments will result in a late-payment penalty of 2% (two percent) on the amount in question, plus interest of 1% (one percent) per month “pro rata die,” and monetary adjustment based on the positive variation of the IGPM/FGV or any index that replaces it. In the event of judicial collection of overdue amounts, the CLIENT shall bear court costs and attorneys’ fees equal to 20% (twenty percent) of the amount due. If the delay exceeds 15 (fifteen) consecutive days, the penalty will increase to 10% (ten percent), plus interest and adjustment, without prejudice to the CONTRACTOR’s right to suspend/interrupt or cancel the service(s), at its discretion, under the terms set forth below.

 

Late payment may result in support being suspended, if this service is part of the contracted scope, starting on the day after the due date and continuing until the debt is settled. A delay exceeding 7 (seven) consecutive days may, at the CONTRACTOR’s discretion, result in suspension of the services and, if it exceeds 30 (thirty) consecutive days, shall grant the CONTRACTOR the right to discontinue the services without retaining the data, regardless of prior notice. In all cases, payment of the full contract amount shall remain due, with all installments falling due through the end of the committed term becoming immediately and automatically payable, constituting an extrajudicial enforceable instrument. In the case of a consumption-based contract suspended due to nonpayment, invoices for the suspension period shall be based on the consumption estimated in the Proposal or the average consumption over the last 03 (three) months of the contract, whichever is higher.

 

Once the debt has been settled, the CLIENT shall pay the CONTRACTOR a service reactivation fee equal to 10% of the average of the 03 (three) most recent invoices, plus any extraordinary costs resulting from reactivation.


In the event of partial or complete default, the CUSTOMER declares that the collection instruments issued by the CONTRACTOR represent a certain, liquid and enforceable obligation, constituting an EXTRAJUDICIAL ENFORCEMENT TITLE, pursuant to Article 784, item III, in conjunction with Article 786, sole paragraph, both of the Brazilian Code of Civil Procedure, permitting judicial enforcement of the debt regardless of protest of the instrument and/or any other non-judicial attempt to recover the claim.

 

PERSONAL DATA: The CONTRACTOR will not have access to the CLIENT’s private, personal and/or confidential data. If access is required for testing pilot projects and developing scenarios, the CLIENT must provide the CONTRACTOR with a fictitious test environment free of real data. In exceptional cases where real data must be made available, the CONTRACTOR must be notified in advance so that it may accept receipt of this type of data.

 

Should the processing of personal data be necessary under this Agreement, the Parties hereby undertake to act in strict compliance with data protection legislation, particularly Law No. 13.709/2018 (LGPD). In addition, the Parties declare their adherence to the guidelines set out at the URLs https://www.processor.com.br/termo-de-protecao-de-dados and https://www.gotobiz.com.br/politica-de-protecao-de-dados, which, in the event of conflict, shall prevail over any other provisions that may have been agreed in document(s) that may have existed or may come into existence during the provision of the services.

 

The CLIENT understands and agrees that, in compliance with personal data protection guidelines and the principles of the LGPD, particularly those concerning purpose and necessity, the CONTRACTOR will not provide the CLIENT and/or any third party engaged by it with documents containing personal data of its professionals. This refusal shall not constitute valid grounds for suspending the agreement and/or withholding payments.

 

FRAUD AND CORRUPTION: THE PARTIES declare that they will take the necessary measures, in accordance with good commercial practices and expected ethical standards, fully complying with applicable anti-corruption laws—in particular the Brazilian Anti-Corruption Law (Law No. 12.846/13) and the Money Laundering Law (Law No. 9.613/98), or any subsequent legislation that may replace those referred to herein—to prevent fraudulent activity by themselves (including their shareholders, officers, directors, and employees) and/or by their suppliers, agents, contractors, subcontractors, and/or employees. The CLIENT understands and agrees that, by entering into business with the CONTRACTOR, it adheres to the ethical and integrity standards set out in its Code of Conduct, available on its website and also accessible at the following URL: https://www.processor.com.br/codigo-de-conduta.

 

SLAVE/CHILD LABOR: The CONTRACTOR and the CLIENT declare that they do not use and/or engage in slave-like labor or any other form of illegal labor, and undertake to make every effort to combat slavery and child labor.

 

TERMINATION AND PENALTIES: Except for situations in which termination is not permitted under this instrument, the CLIENT may request termination of this MASTER AGREEMENT by providing at least 90 (ninety) days’ prior written notice, subject to a non-compensatory penalty of 25% (twenty-five percent) of the remaining unfulfilled contract term being terminated (the amount of the remaining installments through the end of the committed period and of each related attachment, less the notice period). The CLIENT shall also be responsible for the immediate payment of all reservations, commitments, usage and other contracted services. In this case, preferably within 48 (forty-eight) hours of receiving formal notice of the cancellation request, the CONTRACTOR will issue the payment slip for the penalty, which must be paid by the CLIENT within 15 (fifteen) days of its issuance.

 

The possibility of early termination does not apply to annual, biennial, triennial and/or committed-consumption billing contracts. If the CLIENT intends to stop using the services before the agreed term ends, it will be required to pay in full the amounts due through the end of the established and committed period, given that early termination is not possible. 

 

Furthermore, termination of this MASTER AGREEMENT shall not entitle the CLIENT to a full and/or partial refund of amounts relating to this MASTER AGREEMENT and/or its related Annexes already paid to the CONTRACTOR. Termination shall not release the CLIENT from making full payment for products and services already purchased/used by the CLIENT from the CONTRACTOR, even if they have not yet been invoiced.

 

The CLIENT acknowledges that whenever it contracts cloud services and/or related technologies, or activates services through the portal under existing contracts, such services must be paid for by the CLIENT regardless of termination of the originally established contract, since they are subject to a defined term. Accordingly, even if the contract is terminated by mutual agreement of the PARTIES, due to immediate contractual termination, or upon expiration of its term, the CLIENT agrees to honor payment for the purchases made, based on the amount calculated from usage, and acknowledges that, in the event of early termination of the contract, the cost of these services is not included in the non-compensatory penalty applied for the premature termination of the contractual relationship and remains payable to the CONTRACTED PARTY.

 

If the contracted scope includes the supply of software, reservations, cloud consumption and/or any other third-party technology, the CLIENT understands and agrees that it may not terminate the agreement early and must fulfill the entire committed term, given the significant investment made by the CONTRACTOR to meet the requested scope.

 

If the CONTRACTOR identifies circumstances that make it impossible to properly continue providing the contracted scope, it may terminate the agreement early, notifying the CLIENT of the end of the services at least 30 (thirty) days in advance of the termination date.

 

IMMEDIATE CONTRACT TERMINATION EVENT: This Agreement may be terminated by the CONTRACTOR in the event of a request for judicial or extrajudicial reorganization, declaration of bankruptcy, judicial or extrajudicial liquidation, or dissolution, for any reason or in any manner. Termination for the causes stated in this clause is optional and will take effect upon express notice to the CLIENT, including by email. Service provision may be immediately suspended, without the need for any type of prior notice, while all amounts owed by the CLIENT remain due and payable. The stated reason for termination will be subject to the usual penalties applicable to contractual termination. If the CONTRACTOR agrees to continue the agreement under the circumstances mentioned in this clause, payments shall remain fully due from the CLIENT, within the deadlines and in the formats contractually agreed, under penalty of service suspension, without prejudice to the applicable late-payment penalties and the enforceability of installments due and falling due through the end of the agreed commitment term.

 

FORCE MAJEURE: Except with respect to the obligation to pay amounts owed to the CONTRACTOR, neither Party shall be liable to the other for any delay or failure to perform an obligation established in this MASTER AGREEMENT and/or its related Annexes caused by an Act of God or Force Majeure.

 

SOLIDARITY: This agreement binds the contracting PARTIES and their successors, who must faithfully and fully comply with the terms of the agreement for the agreed period. The CONTRACTOR also reserves the right to assign and transfer to third parties, in whole or in part, without prior notice, the rights and obligations assumed under this instrument.

 

VENUE AND ARBITRATION: This MASTER AGREEMENT shall be governed by the laws of Brazil. Disputes involving property values exceeding R$ 10,000,000.00 (ten million reais), in connection with their performance or settlement, and not relating to the provision of software, shall be resolved definitively by Arbitration, under the rules of the Business Mediation and Arbitration Chamber of FEDERASUL, an entity headquartered in the city of Porto Alegre, state of Rio Grande do Sul, selected by the PARTIES to administer the arbitration proceedings, by one or more arbitrators appointed in accordance with the aforementioned Rules. All other disputes shall be resolved in the courts of the Judicial District of Porto Alegre, Rio Grande do Sul, to the exclusion of any other jurisdiction, however privileged it may be.

 

The representatives who join this Agreement by signing the ANCILLARY AGREEMENTS, Proposals and/or Amendments have statutory and/or delegated authority to undertake the obligations established herein.


BINDING OF THE PARTIES: The PARTIES declare that they agree to sign the contracting documents using electronic or digital signature tools, acknowledging that formalizing an instrument in this format is sufficient to validly and fully bind the PARTIES to the established terms.

 

INDEPENDENCE OF CLAUSES: The failure to enforce any provision of this MASTER AGREEMENT and/or its Appendices shall not constitute a waiver of that provision or a novation of obligations. A declaration that any provision of this MASTER AGREEMENT or its Appendices is invalid or void shall not affect the validity of the remaining clauses and conditions.

 

CONTRACT AMENDMENTS: THE CONTRACTED PARTY may expand the scope, add other services and introduce changes to this agreement by recording them with a Notary Public or through a contractual amendment, with express notice in its current commercial policy, published on its website www.processor.com.br, at the URLs www.processor.com.br/master and www.gotobiz.com.br/master. The CLIENT will be deemed to have accepted such changes simply by subsequently performing acts or engaging in conduct that demonstrates acceptance of or continued participation in the services offered by THE CONTRACTED PARTY. All official acts of the competent authorities published in the official press that concern the services offered under this agreement will also automatically apply to all of its provisions.


Document filed under No. 1776102, registered under No. 1733060, in Book B-581, folio 195F, of the Registry of Deeds and Documents.