Terms and conditions of use of the partner’s platform
By this instrument, a person identified and qualified in the Registration, who/which is an integral part of this Agreement (“USER”); and the “PARTNER”, duly qualified in the Partnership Agreement of which this Exhibit is an integral part; agree this Terms and Conditions of Use of the Platform (“Agreement”), under the terms and conditions below.
The technology services related to electronic payment solutions, management and custody of funds and other financial services are provided in partnership with FLAGSHIP INSTITUIÇÃO DE PAGAMENTO LTDA. (“FLAGSHIP”), enrolled with the National Register of Legal Entities (CNPJ) under No. 23.114.447/0001-97, with its principal place of business at Rua Cardeal Arcoverde, No. 2,365, suite 12, District of Pinheiros, Zip Code 05.407-003, in the city of São Paulo, State of São Paulo (“Payment Institution”).
The use of the System or any Feature will be construed as full acceptance of this Agreement.
The Platform may also be used for Suppliers/Providers to offer products and services. In this case, the PARTNER will act as a simple intermediary, providing technology to bring the Suppliers/Providers and the USER together.
This Agreement may be reviewed and amended from time to time, and the USER may, if he/she/it does not agree with the modification, terminate it without any liens or penalties.
1.1. The words and expressions below, indicated in this Agreement with the first capital letter, will have the following definitions:
“Registration”: form completed by the USER on the Platform, containing his/her/its personal data and other information necessary for accreditation to the System and creation of the Payment Account.
“Prepaid Card”: A plastic card that, if requested by the USER, may be used by means of funds previously contributed to the USER’s Payment Account, for the acquisition of goods or services, in national territory, from the merchants affiliated with the brand indicated on the respective Card, the issue of which will be carried out in accordance with the Terms and Conditions of Use of the Card, which are attached to this Instrument.
“Payment Account”: account held by the USER, intended for loading, transferring and redeeming funds, the amounts of which, converted into electronic currency, will be managed and held in custody by the Payment Institution.
“Agreement”: this – Terms and Conditions of Use of the Platform – which is an electronic agreement available on the PARTNER’s platform at an electronic address to be informed by the PARTNER on its website.
“Dispute”: procedure for analyzing a request for cancellation or reversal of the Transaction made by the USER.
“Suppliers/Providers”: third parties that offer products and/or services to the USER through the Platform.
“Features”: technologies available on the Platform for the USER to carry out Transactions.
“Platform”: website made available by the PARTNER at its electronic address or app (application) for mobile devices (if any), all owned by and being the responsibility of the PARTNER, made available to the USER for the use of the Features and execution of Transactions.
“Third-Party Services”: products and services available to the USER on the Platform, and which will be provided by accredited Suppliers/Providers.
“System”: services related to the opening of a Payment Account and the execution of Transactions by the USER, including the provision of information and statements through the Platform.
“Transaction”: operation in which the USER operates his/her/its Payment Account, loading funds into his/her/its Payment Account; the transfer of funds to the Payment Account of other USERS accredited in the System; or the redemption of USER’s funds.
“USER”: legal entity or individual that, by adopting this Agreement, is entitled to carry out Transactions through the System.
2.1. This Agreement regulates the provision of technology services, by the PARTNER, individually or through the Payment Institution, for: (i) registration and accreditation of the USER to the System; (ii) creation of a Payment Account, enabling the USER to carry out Transactions for loading, transferring and redeeming funds; and (iii) management and custody of funds held in the Payment Account held by the USER.
2.1.1. In addition, the services provided include the provision of technology, as a simple intermediary, so that the USER can retain Third-Party Services.
2.2. Through the Platform, the USER may: (i) load and redeem the funds available in the Payment Account; (ii) verify the balance and statement of operations related to the Payment Account; (iii) make transfers between USERS holding Payment Accounts; (iv) make a transfer order to a bank account, owned by him/her/it or by third parties (via TED, TEF or DOC); (v) make instant payments by QRCode, if available; (vi) issue bank slips; (vii) pay bank slips and consumer bills; (viii) make prepaid service top-ups, including, but not limited to, wireline/wireless, public transportation, app stores, among others; (ix) make withdrawals at ATMs, according to availability; (xi) request the issue of a prepaid card, according to availability; (x) use other Features available.
2.2.1. The Features available on the Platform may, at any time and without prior notice, be deleted, amended, modified or adjusted in times of availability of the services, in accordance with the rules of the Platform.
2.3. The services will be provided remotely, through the license to use the Features made available to the USER on the Platform.
2.4. In consideration for using the System, carrying out Transactions and other services provided, the USER will pay the fees established in this Agreement, according to the amounts informed at the time of the Registration and/or for consultation on the Platform.
2.4.1. The contracting of specific services provided by Providers (as available on the Platform) will be established in proper contractual instruments.
2.5. The Payment Institution, under its sole and exclusive responsibility, may subcontract third parties or enter into partnerships for the provision of part of the services that make up the System, being responsible for such act.
2.6. By reason of this Agreement, the continuity and speed of the System and/or the Platform are not guaranteed, which may present unavailability, slowness and processing errors, including for an indefinite period, in cases of preventive or corrective maintenance, operation failure, system error, failures of other service providers and acts of God and force majeure.
2.6.1. The PARTNER will not be responsible for: (i) intermittence or unavailability of the Internet connection adopted by the USER; (ii) technical incapacity of the mobile device or operating system; (iii) unavailability of the Platform in the app store or Internet browser used by the USER; and/or (iv) activities of persons not authorized to use the Systems or the Platform.
3. Accreditation to the System
3.1. Accreditation to the System will be carried out by the USER’s adoption of this Agreement, which will become effective by: (i) completing the Registration; and (ii) electronic acceptance expressly stated on the Platform.
3.2. In order to use the System, the USER shall mandatorily complete the Registration, providing his/her/its personal data and information that may be requested on the Platform, provided that, at least:
(a) For individuals, the following shall be provided: full name and valid and active CPF/MF (Individual Taxpayer’s Register of the Ministry of Finance) enrollment number; and
(b) For legal entities, the following shall be provided: corporate name, valid and active CNPJ/MF (National Register of Legal Entities of the Ministry of Finance) enrollment number and the information indicated above for their representatives, delegates or authorized agents.
3.2.1. The Payment Institution may limit the use of the System according to the amount and number of Transactions.
3.2.2. Whenever necessary, including to enable the use of the System to carry out Transactions in amount and number within the limits established, the PARTNER may request that the USER provide additional information to those indicated in the Registration, as well as, at any time and at its sole discretion, request copies of documents to verify the authenticity of the information provided by the USER.
3.2.3. In the event of incorrect or untrue data provided by the USER or, even, if the USER refuses or fails to send the requested information and documents, the Payment Institution may temporarily block access to the System and prevent the use of the Features until it is so regularized.
3.2.4. The USER authorizes the execution of research, in public or private databases, in order to verify the authenticity of the data and the information indicated in the Registration.
3.3. The USER is civilly and criminally responsible for the authenticity of the information provided, including before third parties, agreeing to keep his/her/its data updated.
3.3.1. The PARTNER and the Payment Institution will not be responsible for errors or for the non-performance of the services that make up the System if the USER provides inaccurate, untrue or outdated information.
3.4. The USER, when completing the Registration or first accessing the System, shall register a login and a password to use the Features and carry out Transactions.
3.4.1. The use of login and password are for personal, exclusive and non-transferable use by the USER, who/which shall keep them confidential and not allow access by third parties.
3.4.2. The USER, as a legal entity, undertakes to only give access to the login and the password to its legal representatives, partners, managers and/or agents with powers to enter into legal transactions on its behalf; being responsible, before the PARTNER, other USERS, the Payment Institution and third parties, for all acts and businesses carried out through the use of the System.
3.4.3. The USER shall provide a valid email for communication with the PARTNER; provided that any communication or notice sent by email will be considered valid and effective between the Parties.
3.5. To use the services, the USER, among other obligations set forth in this Agreement, shall be: (i) an individual over eighteen (18)-yo and have a valid and regular enrollment with the Brazilian Federal Revenue Office; or (ii) a legal entity duly incorporated, with its principal place of business or office in Brazil, and have a valid and regular enrollment with the Brazilian Federal Revenue Office.
3.5.1. Due to the nature of the services provided, the PARTNER is not able to verify the USER’s civil capacity and good standing; so that it will not be liable for any damages that may be caused due to non-compliance with the conditions indicated above.
3.6. It is forbidden to use the System and carry out Transactions for the execution of business: (i) considered illegal under the terms of Brazilian legislation; (ii) that violate the National Financial System and the rules of the Central Bank of Brazil and of financial institutions, credit and debit card brands, acquirers and issuers; (iii) considered as financial crimes, with the purpose of money laundering, terrorism financing and corruption, among other related crimes, even if indirectly; (iv) that do not represent a regular legal business and are intended to commit frauds; or (v) that, in any way, may cause damage to the PARTNER, the Payment Institution, other USERS or third parties.
3.7. Transactions with evidence or suspicion of fraud will be subject to non-processing or cancellation, whether or not carried out connivingly by the USER.
3.8. The Payment Institution may suspend access to the Features and cease carrying out Transactions through the System whenever it identifies or understands that the USER’s activity or the nature of the Transactions violates any provision of this Agreement or of the current legislation; and may subject the USER to the cancellation of his/her/its accreditation and his/her/its immediate exclusion from the System, regardless of any prior notice, not generating to the USER any type of indemnification or reimbursement.
4. Payment Account
4.1. By Registering on the Platform and adopting this Agreement, the USER agrees to the opening of an individual and exclusive Payment Account, of his/her/its sole ownership, which may be operated through the Features.
4.1.1. The USER’s accreditation and the opening of the Payment Account will occur after the approval of the Registration carried out on the Platform, even if: (i) there is no prior contribution of funds; and (ii) no Transaction is carried out in the System.
4.2. The Payment Account will be loaded by one of the means available in the System, freely chosen by the USER, among which:
(a) Payment of bank slip, by the USER himself/herself/itself – or third parties in favor of the USER – with a unique identification that allows the loading of the amount paid in the Payment Account;
(b) Bank transfer carried out by the USER himself/herself/itself – or third parties in favor of the USER – via TEF, DOC or TED operations, if available;
(c) Receipt through transfers made by other USERS, within the scope of the System or by other means of payment available; and
(d) Receipt via instant payment – PIX, when available.
4.2.1. The Payment Institution may, at any time, restrict or exclude one of the available ways of loading, or stipulate other ways of loading the Payment Account by the USER, upon amendment of this Agreement and availability through the Features.
4.2.2. By loading the Payment Account, using one of the permitted methods, the funds will be available in the System within one (1) business day counted as from the effective receipt of the funds by the Payment Institution; it being possible for the USER, from then on, to carry out Transactions through the Features.
4.2.3. The USER declares that he/she/it is aware that the bank slips issued will indicate the Payment Institution as the beneficiary, which, after receiving the funds, will load the Payment Account.
4.3. The funds deposited in the Payment Account may be used for transfer or redemption, by one of the means available in the System, among which:
(a) Execution of transfer Transactions to the Payment Account of other USERS accredited in the System;
(b) Payment of USER’s debts due to the acquisition of products or services contracted on the Platform;
(c) Payment of bank slips and consumer bills;
(d) Execution of prepaid service top-ups, including, but not limited to, wireline/wireless, public transportation, app stores, if available, among others;
(e) Withdrawal from ATMs, subject to availability;
(f) Redemption of funds, through transfer to the bank account held by the USER; or, if available, to the bank account of third parties that are not registered in the System;
(g) Prepaid card top-up, if available; and
(h) Instant payments and transfers via PIX, when available.
4.3.1. The transfer of funds between Payment Accounts, within the scope of the System, will be carried out within one (1) business day counted as from the execution of the Transaction.
4.3.2. The redemption of funds, through bank transfer, will be carried out within two (2) business days counted as from the execution of the Transaction.
4.3.3. Transactions carried out through the Features will no longer be accepted by the Payment Institution when: (i) there are insufficient funds in the Payment Account; (ii) the USER fails to provide sufficient information or provides incorrect information to carry out the Transaction; and/or (iii) there are indications of fraud or suspicion or illegal act, in accordance with the terms set forth in this Agreement and in the current legislation.
4.4. The Payment Institution may determine minimum and maximum limits of amounts for loading the Payment Accounts and carrying out the Transactions, which may vary according to the USER’s Registration information, the type of Transaction or other criteria defined by the Payment Institution.
4.4.1. The criteria indicated above may be amended at any time by the Payment Institution, in advance of five (5) days, and upon disclosure on the Platform.
4.5. The funds credited to the USER’s Payment Account will be kept in a bank account held by the Payment Institution, in a first-tier financial institution, and, pursuant to Article 12 of Law 12,865/2013, they (i) constitute separate equities, which should not to be confused with that of the Payment Institution; (ii) do not, directly or indirectly, respond for any obligation of the Payment Institution, nor may they be subject to provisional attachment, sequestration, search and seizure or any other act of judicial inhibition due to debts under the responsibility of the Payment Institution; (iii) may not be given in guarantee of debts assumed by the Payment Institution; and (iv) are not part of the Payment Institution’s assets, for purposes of bankruptcy or court or out-of-court liquidation.
4.6. The liens or bonuses arising from the maintenance of the funds in a bank account held by the Payment Institution may not be attributed to the USER, as well as claimed by him/her/it.
4.6.1. The funds held in the Payment Account, unless expressly agreed otherwise, will not be subject to any additions or alterations, such as adjustment for inflation and interest; and there will be no payment of any compensation to the USER, regardless of the period they are deposited.
4.7. The amounts deposited in the Payment Account must be used for payments and transfers, being considered by the Payment Institution funds in transit owned by the USER.
4.8. The USER may not assign or encumber, on any account, the rights to the funds deposited in his/her/its Payment Account without the prior written authorization of the Payment Institution, under penalty of ineffectiveness of the assignment.
4.9. The USER will have access to the Transactions carried out or pending payment by accessing his/her/its Payment Account statement, being able to view the balance and history of operations in the System. The provision of the balance and statement of operations is characterized as accountability, for all legal purposes.
4.9.1. Access will only be available to the Transactions carried out every twelve (12)-month period, and the USER will be responsible for their control and file, including the possibility of printing the statement made available.
4.10. The USER declares that he/she/it is aware that the services set forth in this Agreement are intended solely for effecting payments and receipts in national currency, as well as ensures that all funds handled in his/her/its Payment Account will come from legal and declared sources, exempting the PARTNER and the Payment Institution from any liability.
5. Dispute and Cancellation of Transactions
5.1. Transaction carried out between USERS accredited in the System, through the transfer of funds in electronic currency, will be automatically canceled whenever: (i) it has been incorrectly processed by the USER, due to erroneous information provided by the USER at the time of execution of the Transaction; (ii) it has been carried out in disagreement with the provisions of this Agreement, or (iii) there is a suspicion of fraud, illegal act or any irregularity.
5.1.1. It will not be possible to cancel or open a Dispute for loading or redemption Transactions carried out outside the scope of the System, i.e., before the conversion of the funds into electronic currency or after the transfer of amounts by the Payment Institution.
5.2. The USER represents and warrants that he/she/it will be fully responsible for the authenticity, accuracy and compliance of the information and amounts of the commercial relationships related to the Transactions; responding, if applicable, for the quality, quantity, safety, suitability, price, term, delivery, Feature and warranties of the products or services that gave rise to the Transactions.
5.3. All claims and disputes arising from any Transactions carried out within the scope of the System shall be settled directly between the USERS; so that the PARTNER and the Payment Institution will be exempt from any liability, and without prejudice to the possibility of withholding and/or offset as set forth in this Agreement.
5.4. If the USER disputes a Transaction, a Dispute procedure will be initiated, with the withholding of the Transaction amount until the Dispute is resolved.
5.4.1. The Dispute shall be opened by the USER within a maximum period of forty-five (45) days counting as from the date of the Transaction, directly at the PARTNER’s call center available on the Platform; provided that that the opening of the Dispute does not guarantee the refund of the amounts in dispute.
5.4.2. The Dispute opening request shall be duly substantiated and accompanied by the relevant documentation.
5.4.3. With the opening of the Dispute procedure, the USERS involved will be asked for explanations and documents that prove the execution of the business that gave rise to the Transaction.
5.4.4. The Payment Institution will be solely responsible for, at its own discretion, analyzing the documentation and deciding on the Dispute, within thirty (30) days counted as from the sending of information and documents by the last USER notified.
5.4.5. If the dispute is accepted, there will be a reversal of the respective amount from the USER’s Payment Account who/which initiated the Dispute. If the dispute is not accepted, the Transaction carried out will be maintained.
5.4.6. If the USER who/which requested the opening of the Dispute fails to present the requested information and documents, the procedure will be automatically terminated.
5.5. If excessive levels of request to open a Dispute are identified with the USER, the Payment Institution may: (i) withhold, in whole or in part, the existing amounts in the Payment Account, as a guarantee to cover potential damages; and (ii) suspend or permanently disable the USER’s access to the Platform.
5.6. Transactions will be automatically canceled when: (i) their duplicity is found; (ii) there is an indication of incomplete or inaccurate information; (iii) indications of irregularity or fraud are found; (iv) in other cases set forth in this Agreement.
6. Assumptions of Withholding and Offset of Funds
6.1. The USER acknowledges and agrees that the Payment Institution, in accordance with the provisions of this Agreement, will be entitled to: (i) withhold amounts held in the USER’s Payment Account to fully ensure any payments that are due or for the protection against financial risks related to the USER’s obligations; and (ii) offset, with the amounts held in the Payment Account, the USER’s debts whatsoever.
6.2. The withholding and offset of existing or future amounts held in the USER’s Payment Account will be carried out in the following cases:
(a) When there is a high level of operational or credit risk, associated with the history of Transactions carried out by the USER;
(b) If there are indications of irregularity or risk of cancellation of the Transaction, due to complaints, challenge, Dispute or inappropriate use of the System;
(c) In cases where there is illiquidity, insolvency, petition for court-supervised or out-of-court reorganization, petition for bankruptcy, closure of activities or any other assumption in which the USER’s difficulty in fulfilling its contractual and/or legal obligations is characterized;
(d) Whenever there is a breach of the obligations set forth in this Agreement or in the current legislation; or
(e) To comply with court or administrative orders.
6.3. If there is not enough balance to pay the debts due, the USER will be notified by the PARTNER to proceed with the immediate loading of his/her/its Payment Account, under penalty of characterization of his/her/its default, automatically and without the need for notice or any formality.
6.3.1. The lack or delay in the payment of any amounts due by the USER, will result in the payment of a penalty for late payment of two percent (2%), adjustment for inflation by the IGPM/FGV (General Market Price Index/Getúlio Vargas Foundation) or other index that may replace it, and interest of one percent (1%) per month, to be calculated on the amount due.
6.3.2. The default by the USER will also give rise to the immediate termination of this Agreement and the adoption of legal measures to collect the debt, including the inclusion of the debt in the credit protection agencies.
6.4. The USER will have a period of sixty (60) days to point out any discrepancies or inaccuracies in relation to the amounts entered in the Payment Account, counting as from the execution of the Transaction, entry of the debt or offset. After such period, the USER will no longer be able to complain about the entries made, granting full and definitive discharge.
7. Redemption of Funds and Closing of the Payment Account
7.1. The USER may, at any time, provided that it has a sufficient balance to pay the withdrawal fee, the applicable bank fees and the payment of any debts contracted as a result of this Agreement, fully redeem the funds held in the Payment Account, as well as close it, upon request to the PARTNER though the System.
7.2. The redemption of funds will be carried out at the request of the USER, through the transfer of the net amount and in national currency, in accordance with the manners established for the use of funds held in Payment Accounts.
7.3. If available, the USER may also request that the credit resulting from the Transactions be transferred to the current account of third parties, for the account and at the order of the USER.
7.4. The USER is responsible for the accuracy of the data informed about the bank account, owned by him/her/it or by third parties (if available); exempting the PARTNER and the Payment Institution from any responsibilities for transfers made due to inaccurate information that may be informed by the USER.
7.4.1. If it is not possible to redeem funds due to irregularities in the bank account indicated, the respective amounts will remain withheld and will be maintained in the Payment Account until the USER regularizes it, without incurring any liens, penalties or charges.
7.5. When resulting from a technical and/or operational failure in the System or in the banking system, the Payment Institution may, without incurring any liens or penalties, exceed, by up to one (1) business day, the term established to redeem the Payment Account.
7.6. In the event that the date scheduled for the redemption of funds is considered a holiday or on a non-baking day, the payment will be made on the first (1st) subsequent business day.
7.7. The non-use of the Payment Account, defined as the absence of any use for a period of six (6) months, will result in the collection of a fee for the reimbursement of maintenance expenses, which will be deducted from the existing balance in the Payment Account.
7.8. From the moment the USER does not have a balance in his/her/its account for more than ninety (90) days, his/her/its Payment Account may be closed regardless of prior notice.
8.1. In consideration for the provision of the technology services that make up the System, custody and management of funds in the Payment Account and license to use the Features, the USER will pay the PARTNER or the Payment Institution (as applicable), the fixed fees or percentages levied on each Transaction carried out.
8.2. The USER will pay: (i) a fee for each Transaction carried out in the System; (ii) a fee for withdrawing the funds; (iii) a fee for inactivity of the Payment Account; (iv) a fee for transferring the funds to the current account of third parties (if available); and (v) additional fees for other services to be contracted, cumulatively with the other fees.
8.2.1. The amount of the fees will be informed to the USER in the Registration and/or disclosed on the Platform at the time of execution of the Transaction.
8.3. The amounts of the fees charged vary according to the nature of each Transaction and are always available for consultation by the USER on the Platform or upon request through the available service channels.
8.4. For collection of the fees, including for additional services that may be contracted by the USER, the Payment Institution may, alternatively: (i) make entries of debts in the Payment Account; or (ii) offset the value of the debts with any other present or future credits due to the USER.
8.4.1. If there are not enough funds to pay the fees, the PARTNER will ask the USER to immediately credit funds to his/her/its Payment Account. As soon as there are funds in the Payment Account, the amounts will be debited automatically and without prior notice.
8.4.2. Without prejudice to the suspension of the services provided through the System, if the USER fails to make the credit in his/her/its Payment Account, there will be the incurrence of the default charges stipulated in this Agreement.
8.5. The PARTNER or the Payment Institution (as applicable) may adjust or change the amount of the fees charged, previously informing the USER by email or prior disclosure on the Platform.
8.5.1. If the USER does not agree with the new compensation conditions, he/she/it may terminate this Agreement, without incurring any liens or penalties. The non-termination will be construed as an agreement to the new amounts of the fees charged.
8.5.2. If new taxes are created or the conditions of calculation and/or collection of taxes levied on the current compensation are changed, the PARTNER or the Payment Institution (as applicable), upon ten (10) days’ prior notice, will automatically adjust the amounts charged in order to restore the economic-financial balance.
8.6. The Payment Institution may institute other types of compensation, including additional services that may be agreed upon in proper contractual instruments, upon ten (10) days’ prior notice to the USER.
8.7. After accreditation in the System, the USER may, at any time, request the cancellation of his/her/its adhesion and the closing of his/her/its Payment Account; upon thirty (30) days’ prior formal notice to the PARTNER.
9. Term of Effectiveness and Termination
9.1. This Agreement is executed for an indefinite term and becomes effective from the date of its acceptance by the USER.
9.2. This Agreement shall be terminated, at any time, upon thirty (30) days’ prior notice, by either Party.
9.2.1. Except for the assumptions below, the termination of this Agreement will occur without the incurrence of any liens, charges or penalties; except for outstanding obligations, which must be duly fulfilled for the period necessary.
9.3. There will be an immediate termination with cause of this Agreement, in the event of: (i) adjudication of bankruptcy, request for court-supervised or out-of-court reorganization, or closing of the activities of either Party, at the sole discretion of the other Party; or (ii) failure to comply with any obligation set forth in this Agreement that is not remedied within the stipulated term or, in the event of omission, within ten (10) days counted as from the notice.
9.4. If the termination of the Agreement occurs by the fault of the USER, it is hereby established that his/her/its access to the Platform and the System will be immediately blocked, with the suspension of his/her/its Payment Account and withholding of the USER’s credits for the period necessary so that the rights of the PARTNER, the Payment Institution, other USERS and third parties can be protected; without prejudice to the adoption of other necessary legal measures and the determination and compensation of any additional damages.
10. Additional Responsibilities of the USER
10.1. The taxes levied on the provision of the services are USER’s sole responsibility, and the PARTNER or the Payment Institution (as applicable) may deduct the respective amounts from the USER’s credits.
10.2. The execution of bank transfer of funds, payment of bank slips, among other operations, may be subject to the collection of fees, rates or charges, according to the criteria and the amounts established by the financial institutions; provided that the PARTNER does not have any interference over the amounts charged to the USER.
10.3. The USER acknowledges and agrees that the execution of Transactions through the System is subject to the application of the current legislation, including anti-money laundering, counter-terrorism financing and anti-corruption; the transfers of amounts of the Transactions being subject to strict compliance with the applicable legislation.
10.4. In order to use the Features and access the System, the USER shall have equipment (computer, smartphone, tablet or other similar devices) with Internet access and in compatible conditions for their use, the USER being solely responsible for obtaining, maintaining and funding such access and the necessary equipment (including taxes, fees or charges collected by service providers). The PARTNER and the Payment Institution will not be responsible for the non-execution of the Transaction due to the incompatibility of the equipment or the lack or failure of access to the Internet.
10.5. The USER undertakes to exempt the PARTNER and the Payment Institution from any and all claims or court or out-of-court litigations arising from the use of the System, including with regard to the USER’s own activities and issues related to the legal transactions executed by the USER outside the System.
10.6. The USER undertakes to reimburse the PARTNER and the Payment Institution for all amounts demonstrably spent in lawsuits or administrative proceedings that have been filed against the PARTNER or the Payment Institution due to non-compliance with the obligations attributable to the USER.
10.6.1. The Payment Institution may withhold the credits to be paid to the USER and offset them for the payment of debts arising from convictions, court costs and expenses, in addition to attorneys’ fees.
10.7.1. The PARTNER and the Payment Institution will adopt all necessary measures and use appropriate technologies to protect the collection, processing and storage of USER’s information; however, there is no way to ensure that unauthorized third parties use fraudulent means for theft, misuse, alteration or unauthorized access to USER’s information.
11. License to Use and Intellectual Property of the Features
11.1. The PARTNER, as a licensee, authorizes the use by the USER of the Features that make up the System, during the term of effectiveness of this Agreement, under the terms and conditions set forth herein.
11.2. The USER acknowledges and agrees that the intellectual property of the Features is fully and exclusively owned by the PARTNER, as a licensee.
11.2.1. The USER is forbidden to: (i) copy or transfer in any way, in whole or in part, any Features or information related to the Features; (ii) modify the characteristics of the Features or integrate them with other systems or software; (iii) copy the data extracted from the System, except for those relating to the Payment Account operations.
11.3. The USER undertakes not to violate any rights relating to the trademarks, patents, software, internet domains, industrial secrets, or, even, industrial property rights or copyrights of any services or Features made available within the scope of this Agreement, as well as not use the name, trademark, logo or any type of distinctive sign of the PARTNER or its partners, without a prior written consent.
12. Third-Party Services
12.1. The Payment Institution and the PARTNER, as applicable, may enter into partnerships with Suppliers/Providers, giving the USER the opportunity to contract various services and products available on the Platform.
12.2. With regard to Third-Party Services, the Payment Institution and the PARTNER are simple intermediaries of the relationship between the USER and the Supplier/Provider, since the technology available on the Platform is intended to bring the parties together.
12.2.1. Information about the Suppliers/Providers, their products and services will be made available on the Platform;
12.2.2. To use the Third-Party Services, the USER may or may not be directed to a website or other platform. In addition, new information, documents and/or data related to the USER may be required by the Suppliers/Providers.
12.3. Since it is an intermediation activity, the Payment Institution and the PARTNER do not have any interference in the conditions, prices and provision of the Third-Party Services, including on the contracting conditions, request for documents and other relevant acts. The Suppliers/Providers shall be solely and exclusively responsible for all matters relating to the Third-Party Services offered on the Platform.
12.3.1. The Payment Institution and the PARTNER may not, under any circumstances, be held responsible for any claims arising from the contracting of Third-Party Services, and the USER is responsible for directly contacting the Provider responsible for their provision.
12.3.2. The Provider will be solely responsible for all information disclosed on the Platform about the Third-Party Services, including the images, their features and respective prices, as well as for the quality, existence, quantity, safety, delivery and warranty of what is promised; so that the Payment Institution will not exercise any control or supervision and will not have any responsibility over the Third-Party Services and/or the authenticity of the information provided on the Platform.
12.3.3. In addition, the Payment Institution and the PARTNER are not responsible for the credibility, technical-operational and financial capacity of the Suppliers/Providers, acting only as a simple intermediary in their relationship with the USER.
13. General Provisions
13.1. Provided that it is previously authorized by the Payment Institution, the USER may appoint and constitute the PARTNER as his/her/its attorney-in-fact, by means of a power of attorney to perform acts related to the USER’s payment account, according to the powers specified in a power of attorney or document for this specific purpose, to be signed by the USER.
13.1.1. The USER may revoke the power of attorney, at any time, upon thirty (30) days’ prior notice to the PARTNER.
13.2. The USER declares that he/she/it is aware and agrees that, regardless of where he/she/it is using the services that make up the System, the relationship between the Parties will always be governed by the Brazilian legislation.
13.3. The USER expressly authorizes the PARTNER to use the information, even if related to his/her/its Registration, Payment Account, current account and Transactions carried out in the System, to form a database, preserving the individuality and identification of each USER.
13.4. The USER authorizes the PARTNER to verify and exchange registration, credit and/or financial information about him/her/it, at a national level, with financial or credit protection entities, including to consult credit risk systems about possible debts of USER’s responsibility, and to provide the aforementioned agencies with information on registration data and credit information.
13.6. The Payment Institution will assist and cooperate with any judicial authority, regulator or government agency that may request information, in which case it may provide any information about the USER in relation to the use of the Platform.
13.7. The Parties elect the Courts of the City of São Paulo / SP as the only one having jurisdiction to settle any matters arising from this Agreement, to the exclusion of any other, no matter how privileged it may.
Term of Use of the Prepaid Card
This Term of Use of the Prepaid Card is attached to (“Exhibit”) and an integral part of the Terms and Conditions of Use of the “PARTNER”’s Platform (“Instrument”) and aims to establish the conditions for using the Prepaid Card by the USER.
When using the Prepaid Card, the USER automatically agrees with all the rules of this Exhibit, being fully responsible for any and all acts performed.
All terms, conditions, limits and responsibilities set forth in the Terms and Conditions for Opening a Payment Account, which was expressly accepted by the USER before requesting a Prepaid Card, fully apply to this Exhibit.
If the USER does not agree with any of the terms and conditions set forth below, he/she/it must not use the Prepaid Card.
The services related to the Prepaid Card will be provided by the “PARTNER”, in partnership with the “Payment Institution”, already qualified in the Agreement to which this instrument is attached, and by BIZ TECNOLOGIA EM MEIOS DE PAGAMENTO LTDA., a business company with its principal place of business at Avenida São Gabriel, No. 555, 7th Floor, suite 704, Jardim Paulista, Zip Code 01435-001, in the City of São Paulo, State of São Paulo, enrolled with the National Register of Legal Entities (CNPJ) under No. 07.155.434/0001-00 (“Issuer”).
1.1. Without prejudice to the definitions given in the Instrument and which also apply to this Exhibit, the words below, when used in the singular or plural form, will have the following meanings:
“Brand”: the payment arrangement established by Visa, licensor of the trademark and responsible for the systems that allow the issue of the Prepaid Card and accreditation of the Merchants.
“Chargeback”: is the chargeback procedure through which the USER declares not to recognize an expense made with his/her/its Prepaid Card.
“Merchant”: any supplier/provider of products and/or services that is entitled to accept payments with the Prepaid Card, in Brazil and/or abroad, in physical stores or through the Internet.
2.1. By this Exhibit, the USER acquires the physical Prepaid Card, linked to the Payment Account that will be opened with the Issuer, allowing the USER to acquire goods and services from the Merchants affiliated to the Brand indicated on the respective card.
2.2. The term for sending the Prepaid Card will be informed on the Platform and through the PARTNER’s service channels.
2.3. Once the issue of the Prepaid Card is approved, the USER, as a Visa Card holder, will enjoy the benefits granted by Visa and its partners.
3.1. To acquire the Prepaid Card, the USER shall be accredited to the PARTNER.
3.2. By adopting this Exhibit, the USER agrees to the opening of a new individual and exclusive Payment Account, of his/her/its sole ownership, with the Issuer.
3.3. If, after the issue of the Prepaid Card, the PARTNER, the Payment Institution and the Issuer find that the USER has provided false, incomplete, wrong, erroneous, misleading information, or, even, that does not allow the identification of the USER’s identity, they may (i) request clarifications and additional documentation that they deem necessary to properly prove the information provided and to validate the registration, and may, even, refuse to validate any registration, at their sole discretion, or (ii) automatically exclude his/her/its registration, suspend or cancel the Prepaid Card.
3.4. The PARTNER, the Payment Institution and the Issuer will not be responsible for the misuse of the Prepaid Card by third parties, as well as for any direct or indirect damage resulting from the misuse or inability to use the Prepaid Card by the USER or by any third parties, provided that, in the event of evidence or indications of irregular, inappropriate or suspicious use of the Prepaid Card, the USER may have his/her/its registration immediately suspended or cancelled, without prejudice to other legal and contractual penalties.
4. Use of the Prepaid Card
4.1. After the approval of its accreditation with the PARTNER and the Issuer, the USER may carry out payment transactions using the Prepaid Card, provided that there is a balance available, among which:
(a) Purchases at Merchants: the USER may make purchases at any Merchants that is a supplier/provider of products and/or services and that are entitled to accept payments with his/her/its Prepaid Card, in Brazil and/or abroad, in physical stores or through the Internet; and
(b) Withdrawal: withdrawal of funds from authorized electronic terminals using the Prepaid Card. In this case, additional fees may be charged by the companies managing these terminals.
4.2. As soon as the USER receives the Prepaid Card, he/she/it will be responsible for checking his/her/its data, provided that the Prepaid Card will be delivered locked, as a security measure, and the unlocking shall be carried out through the service channels indicated on the Platform.
4.3. The USER shall pay attention to the Visa payment arrangement regulations, which has specific terms and conditions for its use.
4.4. The USER is solely responsible for the use and custody of his/her/its Prepaid Card. It is recommended that the USER: (i) keeps his/her/its Prepaid Card in a safe place, never allowing its use by third parties; (ii) memorizes its password and keeps it confidential, avoiding writing down or keeping the password on physical or digital media; and (iii) never writes down or keeps the password with his/her/its Prepaid Card; and also (iv) does not use passwords related to dates or other personal references of him/her/it and that the USER routinely changes his/her/its password as a security measure.
4.5. In case of loss, misplacement, theft or robbery of the Prepaid Card, the USER must immediately contact one of the service channels indicated on the Prepaid Card or on the PARTNER’s Platform, available twenty-four (24) hours a day, seven (7) days a week. After the contact, the use and access to the Prepaid Card may be temporarily locked, until the USER receives a new card.
4.5.1. With the cancellation of the locked card, a new Prepaid Card will be issued to the USER and will be delivered within the previously informed deadlines. Additional fees may be charged for issuing the new Prepaid Card, which will be automatically deducted from the USER’s Payment Account.
4.6. The PARTNER, the Payment Institution and/or the Issuer are not responsible for the payment transactions carried out by the holders of the Prepaid Card, since they are not part of any purchase and sale operation with the Merchants.
5.1. If the USER does not recognize an operation made with his/her/its Prepaid Card or has problems with ATM withdrawals, he/she/it shall contact the service channels within a maximum period of ninety (90) days and follow the guidelines for carrying out the Chargeback procedure oriented by the Card issuer itself.
5.1.1. The procedure and documentation required for the Chargeback will follow the rules established by the Brand and the Issuer, so that the recognition of the Chargeback will depend on the submission of documents and clarifications that demonstrate the authenticity and lawfulness of the business that gave rise to the transaction, without any fault or intent on the part of the USER.
5.1.2. If the Chargeback is accepted, the amount will be credited to the USER’s Payment Account, within the period established by the Issuer. If the Chargeback is not recognized, the payment or withdrawal transaction will be maintained.
5.2. The USER is aware and agrees that the Chargeback procedure will only occur for payment transactions made using the Prepaid Card for online purchases or without a gift card.
5.2.1. Chargeback procedures will not be accepted for transactions using the Payment Accounts, which have been carried out using a physical card, in which the chip was inserted and the USER’s password was entered.
6. Cancellation of the Card
6.1. The USER may, at any time, request the cancellation of his/her/its Prepaid Card, upon request made through the PARTNER’s service channels.
6.2. In addition to the cancellation provisions established in the Instrument, the PARTNER may lock the USER’s Prepaid Card in the following cases:
(a) If the USER violates any of the provisions of this Exhibit or of the Instruments;
(b) If non-standard usage payment transactions are verified and the USER fails to meet a request to send documents or information to prove their regularity; or
(c) In case of death or insolvency of the USER.
7. General Provisions
7.1. This Exhibit may be amended, at any time, in order to reflect any changes to the use of the Prepaid Card, upon notice to the USER. If the USER does not agree with the new terms, he/she/it may reject them and cancel the Prepaid Card.
7.2. If the USER uses the Prepaid Card after the amendment of this Exhibit, it is understood that he/she/it agrees with all the changes made.
7.3. The USER hereby agrees that the PARTNER, the Payment Institution and the Issuer communicate to the Central Bank of Brazil, the Council for Financial Activities Control or other bodies that the legislation so provides the operations that may be set up in Law No. 9,613/98 (which provides for crimes of laundering or concealment of assets, rights and amounts) and in other legal provisions relevant to the matter.