GENERAL CONDITIONS FOR SOFTWARE LICENSING AND PROVISION OF SERVICES  

GENERAL CONDITIONS FOR SOFTWARE LICENSING AND PROVISION OF SERVICES  

By this private agreement (hereinafter called “Agreement”), pursuant to the law, and in accordance with all of the following clauses, the parties: a) NFE.IO HUB SERVICOS DE TECNOLOGIA LTDA private limited company, with its headquarters in São Paulo/SP, in Avenida Brigadeiro Faria Lima, 2369 – CJ 1102, Jardim Paulistano, CEP 01452-922,  registered as corporate taxpayer before the Federal Revenue under number CNPJ 18.792.479/0001-01, hereinafter called “CONTRACTED PARTY”, represented herein according to its articles of incorporation; and; b) COMPANY, with its headquarters in XXXXX, registered as corporate taxpayer before the Federal Revenue under number CNPJ/MF 00.000.000/0000-00, represented herein according to its articles of incorporation, hereinafter called “CONTRACTING PARTY” duly identified in the electronic register, as completed on the CONTRACTED PARTY website. CONTRACTING PARTY shall always keep its email address updated on CONTRACTED PARTY website.  

This instrument settles the contracting conditions and the use of the SYSTEM between CONTRACTING PARTY and CONTRACTED PARTY. The use of the services provided by the SYSTEM expressly indicates that you agree with all of the terms and conditions herein and the applicable legal provisions.  

YOU UNDERSTAND AND AGREE THAT THE COMPANY WILL CONSIDERAR THE USE OF THE PROVIDED SERVICES AND PRODUCTS AS ACCEPTANCE OF THESE TERMS AND ALL LEGAL PROVISIONS RELATED.     

In case you DON’T AGREE with the provisions herein, DO NOT visit, view, download or use by any means CONTRACTED PARTY pages, contents, information or services.  

These terms are available for consultation at any time on the SYSTEM, on https://app.nfe.io. 

Whereas:  

NFE.io: it is the CONTRACTED PARTY company, which provides services of technology of integration between systems for the CONTRACTING PARTY, with focus on the organization and facilitation of data and information transmission between the CONTRACTING PARTY and the Government.  

System: Integratable System and User Interface Platform, both of them licenced by the CONTRACTED PARTY.  

Integratable System: it is the Web API (Application Programming Interface), which is the suite of functions, messages of requisition and replies and standards settled by the system developed by the CONTRACTED PARTY. This suite is only accessible by means of web programming, in order to allow the CONTRACTING PARTY to use the services provided by the CONTRACTED PARTY. 

User Interface Platform: it is the system that shows the CONTRACTING PARTY the integration standard provided by the Integratable System, i.e., it is the visual part presented to the CONTRACTING PARTY.  

Identity Platform: it is the platform on which the CONTRACTING PARTY will access its register and personal data, by means of login and password, to manage its account and update information. It is part of the User Interface.  

Contracting and Bills Platform: it is the user interface for viewing the contracted services and other services that are available for the CONTRACTING PARTY. The business proposal will be the summary of the functionalities selected by the CONTRACTING PARTY, which can be checked by means of a final functionalities report, available at any time on the User Interface Platform, which will be considered an ATTACHMENT hereto.  

1. PURPOSE

1.1. By this instrument, CONTRACTED PARTY will provide CONTRACTING PARTY with the services available on NFE.io system (or solely “System”), which belongs to the CONTRACTED PARTY.  

1.1.1. Only the services described in the ATTACHMENT and purchased by the CONTRACTING PARTY shall be provided.  

1.2. The System provides the CONTRACTING PARTY with the functionalities detailed in the ATTACHMENT(s), which shall form an inseparable part of this agreement.  

2. CONTRACTED PARTY OBLIGATIONS AND RESPONSIBILITIES

2.1. CONTRACTED PARTY binds to provide the contracted Services, which are described in the ATTACHMENT during the days and times indicated in the attachments, except:  

1. a) During planned interruptions; and
2. b) When there is any downtime caused by circumstances beyond reasonable control, including, but not limited to acts of God or force majeure, government actions, floods, fires, earthquakes, civil conflicts, acts of terrorism, strikes or labour conflicts (unless involving CONTRACTED PARTY employees), failure or delay by the Internet service provider; 

2.2. The services purchased by the CONTRACTED PARTY will only be provided by the CONTRACTING PARTY in conformity with law and government regulations.  

2.3. CONTRACTING PARTY has at its disposal, against consideration, the possibility to contract different levels of support services, in what respects the minimum time for a first reply, the means of communication available to reach the CONTRACTED PARTY and flexible available times for support services.  

2.3.1. In case CONTRACTING PARTY is interested in the special plans indicated in clause 2.3., it may purchase them for an additional value, on the Contracting and Bills Platform.  

2.3.2. The hired Support Plan will be indicated in the ATTACHMENT, which shall form an inseparable part of this agreement.  

2.4. CONTRACTED PARTY is not responsible for:  

1. a) Operations performed by third parties and/or unauthorized persons; 
2. b) Internet failures in general, power outages, electronic and/or physical malfunctioning of any third party telecommunications network, hardware or software which prevent the issuance of invoices by the CONTRACTING PARTY or the access to any functionality of the System; 
3. c) failure or inaccessibility of websites, portals, web services, servers used by the CONTRACTED PARTY in the provision of services, be they the responsibility of the government or third parties; 
4. d) Acts of God or force majeure, according to article 393 of Brazilian Civil Code. 

2.5. Services provided to third parties and integration: CONTRACTED PARTY shall not be responsible for any damage caused by CONTRACTING PARTY to third parties due to the use of the CONTRACTED PARTY System in customer services, unless the damage is due to negligence, failure, fraud or malpractice by the CONTRACTED PARTY. In such cases, CONTRACTED PARTY shall be entirely responsible. Likewise, CONTRACTED PARTY shall not be responsible for any damage suffered by third parties which, because of the integration of the System to any platform that belongs to the CONTRACTING PARTY, operate the System.  

2.6. Limitation of liability: It is agreed that in any case of damage suffered by any of the parties hereof, compensation due by the other party shall not be higher than the total sum which was effectively paid by the CONTRACTING PARTY until the moment of the damage, limited to the total value of the Agreement, considered the monthly instalment value multiplied by 12 (twelve) months.  

2.7. Economic results: the System is exclusively designed for companies and its purpose is to help the CONTRACTING PARTY to improve its activities, but there is no guarantee or promise of reaching economic or business results in its current or future businesses, with the simple use of the System or the access to information and reports provided by the CONTRACTED PARTY.  

3. CONTRACTING PARTY OBLIGATIONS AND RESPONSIBILITIES

3.1. CONTRACTING PARTY binds to:  

1. a) take security measures so that its staff and/or third parties do not violate any CONTRACTED PARTY intellectual property rights, pursuant hereto, and immediately inform the CONTRACTED PARTY, in the event of any intellectual property violation that it may henceforth be aware of; 
2. b) be responsible for every act practiced by means of the use of its login and password, as the commercial cession of the access to the System hereby contracted is prohibited. However, CONTRACTED PARTY is allowed to recover lost passwords; 
3. c) provide its Internet access to be able to use the contracted services, as CONTRACTED PARTY shall not be responsible for failures arising out of the CONTRACTING PARTY provider equipment; 
4. d) refrain from using the System for improper or illegal purposes. 

3.2. CONTRACTING PARTY is the sole responsible for data sent to the System, and it must refrain from inserting information which it has no authorization to use.  

4. VALUE OF THE SERVICES

4.1. CONTRACTING PARTY shall pay CONTRACTED PARTY the monthly value agreed by the parties, relating to the fixed products and services, in addition to the products and services separately contracted. All of the purchases shall be made on the Contracting and Bills Platform. They will be indicated in the ATTACHMENT, which the CONTRACTING PARTY can consult at any time.  

4.2. The payment of the sum indicated in the item 5.1. of this clause shall be effected according to the payment conditions established in the ATTACHMENT.  

4.3. In the event of non-receipt, for any reason, of the billing invoice by the CONTRACTING PARTY until the payment date, it shall access the Contracting Platform and then Bills, in order to access the payment page, or ask the CONTRACTED PARTY, under penalty of being regarded as in arrears.  

4.4. In the event of default of the monthly payment in the agreed date, there will be a fine of 2% (two per cent), plus 1% (one per cent) interest and indexation as per indicated in the ATTACHMENT. 

4.5. In the event of a delay of more than 25 (twenty five) days, access by the CONTRACTING PARTY to the System shall be automatically suspended, regardless of prior notice, and the CONTRACTED PARTY is allowed to exclude all data inserted in the System, according to clause 8.3, as well as to register the CONTRACTING PARTY in registers of defaulters.  

4.6. CONTRACTED PARTY may adjust the values of the contracted services every year, in accordance with the terms and the monetary correction index indicated in the ATTACHMENT.  

5. DURATION AND TERMINATION

5.1. This agreement duration shall be determined in accordance with the ATTACHMENT, which shall include start and end dates, so, this contract shall start and be in force for the term indicated in the ATTACHMENT, which is generated by the Contracting Platform and Bills, and automatically renewed, successively, for equal periods, upon the sole continuation of use of the services.  

5.2. In the event one of the parties wishes to terminate this agreement, at any time with no need to give a justification, it shall expressly declare it, 30 (thirty) days in advance to the other party. 

5.3. In the event of termination, the monthly fee agreed by the parties shall be paid in full.  

5.4. Any of the parties may, at any time, with no prior notice, by e-mail, letter or telegram to the other party, terminate the present Agreement in the event of:  

1. a) Violation, by the other party, of any obligation assumed herein, provided that the violation may not be solved, or, if it is remediable, it is not remediated in up to 10 (ten) days counted from the receipt, by the violating party, of written notification from the harmed party. In this case, the violating party shall compensate the other for the losses and damages caused; 
2. b) Insolvency, judicial or extrajudicial reorganization or declaration of bankruptcy of the contrary party; and c) Delay of more than 30 (thirty) days in payment of the monthly fee.

5.5. In any of the termination situations, access to the System by the CONTRACTING PARTY shall be immediately suspended.  

6. COOLING OFF PERIOD

6.1. During the cooling off period, the CONTRACTING PARTY may inform the CONTRACTED PARTY, regardless of justification, that it does not want to proceed with the services contracting, even if the transaction is approved, provided it is observed the legal term of 7 (seven) days counted from this contract acceptance.  

6.2. To be refunded, CONTRACTING PARTY shall contact CONTRACTED PARTY, by means of the e-mail financeiro@nfe.io informing that it no longer wants to proceed with the services contracting. If the payment is made by a bank payment slip, bank transfer or PIX, it is necessary to indicate in the e-mail a bank account which belongs to the same legal person of the CONTRACTING PARTY, so that the refund can be done. 

6.3. After the confirmation of the receipt of the e-mail informing the remorse, CONTRACTED PARTY shall have 30 (thirty) days to return the values to the bank account which was indicated by e-mail and which must belong to the same legal person that contracted the services.  

7. INTELLECTUAL PROPERTY

7.1. The parties agree that all of the techniques, methodologies, databases, codes and programming languages, be they advanced or not, developed by the CONTRACTED PARTY to achieve the purpose of this agreement are a product of technology and knowledge developed and owned by CONTRACTED PARTY, and are proprietary, according to the applicable law. 

7.2. CONTRACTING PARTY, by itself, its employees, officers and representatives binds to not disclose, not duplicate, not copy, not replicate, not authorize and/or permit the use and/or access by unauthorized third parties.  

7.2.1. CONTRACTING PARTY is prohibited to:  

(i) modify, enlarge, reduce, adapt the Software, as well as reverse-engineer it;  

(ii) develop, create or sponsor any programs that may change or copy the System contents, even if it is with the purpose to introduce better techniques and/or procedures.  

7.3. Each party shall be liable, as for the contrary party and third parties, for authorship, originality and legality of any material or content that it makes available by means of the Software, assuring there is no violation of any laws, decrees, regulations and/or third parties intellectual property rights, including, but not limited to copyright, brands, patents, trade secrets and image rights.  

7.4. In the event of termination or end of this Agreement, the information shall be accessible for the period indicated in the attachment and then the CONTRACTED PARTY may choose to not store them anymore. 

8. CONTRACTUAL NATURE AND LABOR RESPONSIBILITIES

8.1. This Agreement is strictly civil, so there is no employment relationship between the CONTRACTING PARTY and employees, officers or representatives of the CONTRACTED PARTY and vice e versa.  

8.2. CONTRACTED PARTY shall be the sole responsible for labour and social security charges and duties, federal, state and municipal taxes, FGTS (Time of Service Guarantee Fund ) and any other expenses arising out of the labour relationship between itself and its employees who are in charge of the execution of the services object of this agreement, as well as the strict compliance to regulations and labour procedures in force.  

8.3. In the event of labour lawsuits that might arise out of this agreement, CONTRACTED PARTY shall request the exclusion of CONTRACTING PARTY in its first opportunity to make a statement in the record or in court, if the CONTRACTING PARTY is suited by employees, staff and/or third parties linked to the CONTRACTED PARTY.  

8.4. CONTRACTED PARTY declares that:  

1. a) it does not exploit and it will not exploit any degrading work or working conditions analogous to slave labour, respecting the Universal Declaration of Human Rights, as well as the Conventions # 29 and 105 by International Labour Organization – ILO, the ILO Declaration of Fundamental Principles and Rights at Work and the American Convention on Human Rights. 
2. b) it does not use discriminatory practices and practices that limit the access to work or its maintenance, on the grounds of gender, origin, race, colour, physical condition, religious, marital status, family status or any other condition.

9. ANTICORRUPTION

9.1 CONTRACTED PARTY declares that it follows anti-corruption laws, particularly Law 12.846/2013.  

9.2 CONTRACTED PARTY assures that, by virtue hereof or of any other business transactions involving any of the parties, it will refrain from giving valuable items, directly or indirectly, to any person in the private sector or employees of the government or of companies controlled by the government, so as to obtain or to keep any other unfair benefit or advantage. CONTRACTED PARTY assures that no money received shall be used as compensation or to pay bribe, violating the applicable law. CONTRACTED PARTY shall keep accurate and updated accounting of all businesses involved in this agreement. CONTRACTED PARTY agrees to reply immediately all questions related to the anti-corruption program and other controls related to the provisions in this clause and to fully cooperate with any investigation of a violation of its dispositions.  

10. CONFLICT OF INTEREST

10.1. CONTRACTED PARTY binds to inform NFE.io, and vice-versa, before the beginning of the services, if there is any conflict of interest that prevents them from doing their jobs in an impartial and neutral way. The provisions of this clause is applicable during the whole execution of the agreement and CONTRACTED PARTY shall, at any time or stage of the agreement, inform NFE.io about potential conflicts of interest, even if it is supervening, and vice-versa.  

11. 11. CONFIDENTIALITY

11.1 CONTRACTED PARTY and NFE.io  bind to keep private and confidential all of the information and documents that they receive or are aware of by virtue of the hired services, regardless of its nature, except for those whose publicity is directly related to the execution of the hired object, or which are already public and widely known, or when the disclosure of the information and documents is determined by a competent authority, during the term of the agreement.  

11.2. By the end of this agreement, or at the request of any of the parties, the other shall return all of the documents in its possession because of the provision of the services.  

11.3. The parties shall be civilly and criminally liable for any damage caused to the other or to third parties by virtue of the breach of the confidentiality and secrecy.  

12. 12. DATA PROTECTION

12.1. The parties, hereby, declare that they follow and will keep on following all of the obligations arising out of the applicable regulations about privacy and data protection. 

12.2. The parties shall process only the necessary information, as defined by the applicable local regulations, for the purposes strictly necessary to perform its obligations under this Agreement and not to any other purposes. 

12.3. If a data subject, a supervisory authority or any other third party requests CONTRACTED PARTY actions or information involving processing of personal data or personal information related to its relationship with the CONTRACTING PARTY, CONTRACTED PARTY shall immediately send the request to the CONTRACTING PARTY, as well as help CONTRACTING PARTY to reply appropriately the requests, whenever applicable. CONTRACTED PARTY may not transfer, provide or by any other means disclose personal data, personal information or any other information relating to the processing of personal data or information to third parties, without prior instructions by the CONTRACTING PARTY. 

13. 13. GENERAL PROVISIONS

13.1. In the event any clause hereof is considered illegal, null or unable to be complied with for any reason, the provision shall be considered independent from the rest of this Agreement and it shall not affect the validity or the applicability of the remaining provisions.     

13.2. This Agreement shall be binding upon the parties hereto their successors, on any grounds.  

13.3. This Agreement and any other rights granted due to it may not be granted by the parties without prior consent by the contrary part. Customer may assign the totality or part of the contract with no need of authorization as for companies of the same corporate group or companies in which it has corporate participation. 

13.4. Communication: the formal communications arising out of this agreement shall always be made in writing by means of electronic message, as follows:  

1. a) As for communications destined to the CONTRACTED PARTY, to the address financeiro@nfe.io. b) As for communications destined to the CONTRACTING PARTY, to the e-mail addresses recorded in the System, either it is the one used for the creation of login and password, the administrator e-mail or the e-mail of the person responsible for billing. The CONTRACTING PARTY is responsible for keeping its email address updated on its register in the CONTRACTED PARTY system.

13.4.1. Communications shall be valid whenever sent to the addresses above indicated; it is sufficient that the sending is proved, that is the reason why the parties must inform any alterations.  

13.5. CONTRACTING PARTY declares, under penalty of the law, to be of legal age and legally capable to practice all acts of civil life, pursuant to Law # 10.406 of January 10, 2002, when it is a natural person. If the CONTRACTING PARTY is a legal person, its representative declares to be properly authorized to enter into contracts in its name, as well as to provide information of the legal person, as requested by the CONTRACTED PARTY.  

13.5.1. CONTRACTING PARTY assumes all liability for the truthfulness of the information provided to the CONTRACTED PARTY, be they a natural or a legal person.  

13.6. This agreement shall be interpreted in conjunction with the commercial conditions chosen by the CONTRACTING PARTY, which are provided for by the previously presented ATTACHMENT.  

14. 14. GOVERNING LAW AND JURISDICTION

14.1. This Agreement shall be governed by and construed in accordance with the laws of Federative Republic of Brazil. The parties hereby submit to the exclusive jurisdiction of the Forum of the County of Sao Paulo – Foro da Comarca de São Paulo, in the state of São Paulo, to settle any dispute that may arise out this agreement, to the exclusion of any other, however important they are or may be.  

This Agreement shall be considered legally binding between the parties in the moment the CONTRACTING PARTY concludes its registration and the procedure indicated on the website www.nfe.io. In doing so, the CONTRACTING PARTY declares to have read and understood all of the terms and conditions of this Agreement.