THE PARTIES identified below:

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

Hereby enter into this MASTER AGREEMENT, which shall be governed by the clauses and conditions described below and shall take effect upon the signing of an Ancillary Agreement and/or Proposal.

Definitions: For purposes of the relationship established between the PARTIES, the following definitions are agreed:

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

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

CONTRACTOR: This refers to the company, among the PROCESSING COMPANIES qualified above, contracted to perform/provide the services, either directly or through a third party, and/or to deliver the products and/or solutions acquired and/or used by the CLIENT;

MASTER AGREEMENT: This instrument governs the terms and conditions applicable to the contractual legal relationship between the PARTIES and to which the CLIENT is bound. Therefore, if the CLIENT does not agree with the provisions of this MASTER AGREEMENT, it must not use the services of the CONTRACTED PARTY. By using the software, services, and/or solutions offered, the CLIENT fully accepts the terms of this instrument and its associated appendices.

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 agreed between the PARTIES. The appendices and information incorporated into this MASTER AGREEMENT by express reference (including information contained in URLs or the CONTRACTED PARTY's policies) shall be deemed an integral part hereof, as if set forth 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 CONTRACTED PARTY does not formally and expressly object to those terms when accepting a CLIENT order.

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

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

ADDITIONAL PURCHASES: These are software, services and solutions acquired and/or used by the CUSTOMER that were not included in the original intent of the engagement. Payment for ADDITIONAL PURCHASES shall be made under the terms of this MASTER AGREEMENT, preferably maintaining the purchase format established in the Proposal and/or the respective ANCILLARY AGREEMENTS and, 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 of the ANCILLARY AGREEMENTS and/or Proposals and/or Addenda and the websites of the CONTRACTORS, according to the terms of the respective engagement and 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 contract 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 alignment with those of the CONTRACTOR. Therefore, the CLIENT is hereby advised that, in such cases, the contracted subject matter shall also be subject to the rules and guidelines of the respective manufacturers, particularly with regard to technical, licensing, and commercial matters, especially pricing, payment terms, adjustments, change/cancellation policies, and other applicable matters, which may be modified at any time without prior notice, with impacts on the existing contract 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 shall always prevail.

INVESTMENT AMOUNT: This is the estimated price agreed between the Parties for the entire commitment period established in the Proposal, ANCILLARY AGREEMENT and/or Addendum, 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, such that the payment format selected at the time of contracting refers only to the installment method for the total amount acquired for the committed period.

For services involving estimated activities that may increase over the committed period, including professional services, the CLIENT acknowledges and agrees that such estimates do not represent an exact commitment regarding budget, scope and/or execution time, and may increase based on the activity performed during service delivery and the measurement(s) carried out by the CONTRACTOR.

With each new purchase/order, the CLIENT’s credit analysis may be revalidated. If credit is not approved, payment must be made in advance, or the CLIENT may opt for bank financing through partner banks, subject to approval by those institutions. In this case, the provision of the contracted technology and/or services will be conditional upon 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 hours will be adjusted annually based on the positive variation of the IGP-M (FGV)—or another index that officially replaces it—or the applicable collective bargaining adjustment, whichever is higher. The CLIENT understands 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 of an estimated amount for a fully committed period longer than 12 (twelve) months does not eliminate the need for an annual adjustment.

CONTRACT TERM UNITY: The CLIENT acknowledges that its purchase is for the minimum term set forth in the proposal, ANCILLARY AGREEMENT and/or Addendum, which term is indivisible. Therefore, the CLIENT understands that, when contracting for a fixed term at special rates agreed based on the obligation to fulfill the contracted term, the possibility of splitting the investment into monthly and/or annual installments in no way affects the unity of the contract term, which must be fully honored by the Parties.

The CLIENT acknowledges that some solutions involve long-term contracts due to initially established commercial terms and that these amounts have been spread over time, covering costs and investments for the support and maintenance of the contracted environment/services. Even if these are suspended or unavailable due to default, a court decision, and/or the responsibility of the CLIENT, the CLIENT is obligated to pay all amounts due through the end of the contracted term, including any costs associated with retaining data, environments, and/or information, to which the contractually defined penalties 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, in accordance with the CONTRACTOR’s current contractual models and, where the contracted subject includes third-party technology, also the rules of the technology provider partners; in the event of conflict, the CONTRACTOR’s rules shall prevail.

SCOPE REDUCTION: In the event that – due to the specificity and modality of the contracted technology(ies) – scope fluctuation is expressly and simultaneously permitted by the policies of the manufacturer(s) (owner) and the CONTRACTOR, the CLIENT may request a scope reduction, to be validated by the CONTRACTOR. It is up to the CONTRACTOR to assess its feasibility based on the owners' policies and acquisition modality, and, if feasible, the total scope reduction permitted for the current contract will be a maximum of 30% (thirty percent) of the initially contracted investment value. Subsequent acquisitions, considered as addenda and/or additions, follow the same rule. The maximum percentage reduction foreseen in this clause may be at a different level if expressly provided for in the respective ACCESSORY 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 single billing and/or billing in installments annually or monthly, in which case the scope will not allow for decreases.

RESERVED USE: This occurs when the CUSTOMER, or the CONTRACTOR on the CUSTOMER’s behalf, “reserves” software and solution licenses, subscriptions, servers, environments and other technology solutions for use or for a predefined period, including to obtain reduced contract prices based on a usage/consumption commitment, whether or not they are ultimately used. Once use has been reserved, payment shall be due to the CONTRACTOR even if the CUSTOMER does not use it, including if the agreement ends before the reserved use is consumed and/or invoiced.

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 reservation(s) and/or provisioned consumption(s), in accordance with the policies of the CONTRACTOR and/or the manufacturers of the technologies involved, with the policies of the CONTRACTOR 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 conditions initially established, plus 3% (three percent) applied to the current price, due to use during the extended term and/or policies in effect at the time of implementation. However, the CONTRACTOR, at its discretion, may choose to maintain the special conditions previously offered, provided that the CUSTOMER agrees to execute supplementary documents and/or commitment forms with the CONTRACTOR and/or the manufacturer, as instructed by the CONTRACTOR.

Payment for the reservation(s) 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 the 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 CONTRACTED PARTY and/or by the third-party technology provider to check its consumption and related 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 CONTRACTED PARTY, with the latter’s guidelines always prevailing in the event of a conflict. With regard to reservations and usage/consumption provisioning, the CLIENT hereby agrees that all online procedures, including email, are valid and that signatures are not required, since it will be using portals that allow such procedures at its convenience.

CONSUMPTION COMMITMENT: The CLIENT understands and agrees that, when receiving from the CONTRACTOR and/or from a third-party technology manufacturer used under the contract the benefit of special pricing subject to a minimum consumption threshold required throughout the committed period, which it undertakes to meet, it must fully satisfy the established financial commitment no later than 60 (sixty) days before the end of each committed period. It is the sole and exclusive responsibility of the CLIENT to monitor its consumption throughout the committed period to ensure compliance with the agreement. If the full consumption is not achieved by the advance deadline referred to in this clause, the CONTRACTOR may, immediately and at its discretion, invoice the balance of the remaining committed consumption, payable within 15 (fifteen) days, without prior notice, which the CLIENT hereby agrees to 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: Covers the pre-established period agreed between the PARTIES in the ANCILLARY AGREEMENTS, Proposals and/or any Addenda, 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 Addenda has ended, and if the CLIENT does not formally notify the CONTRACTOR at least 30 (thirty) days before the end date requesting termination, 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 agreement between CLIENT and CONTRACTED PARTY shall also be automatically and mandatorily extended and/or revalidated for the same period.

OWNERSHIP: The CLIENT acknowledges and agrees that the CONTRACTOR is the legitimate holder of the rights to exploit the software, solutions, and services provided, and under no circumstances will such rights be transferred to the CLIENT or its employees and/or service providers. This engagement shall not constitute, represent, imply, or require the provision of patents and trade secrets and/or the granting of source code, licensing, know-how, trademarks, and/or intellectual property of the CONTRACTOR to the CLIENT.

The CONTRACTOR shall grant the CLIENT, in accordance with the rules and for the term defined in the ancillary agreement, the right to use its proprietary solution. Continuation of the right of use after the contractual term has ended, whether due to expiration or early termination for any reason, shall depend on the express authorization of the CONTRACTOR. The latter may, for this purpose, impose any measures it deems appropriate to protect its intellectual property, in accordance with 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 status.

Confidentiality: The PARTIES shall keep confidential any information relating to the other party and/or arising from the existing commercial relationship. No copies of the other Party’s files or information may be made, except those strictly required for security and for fulfilling the contracted scope, subject to the sanctions provided for in this MASTER AGREEMENT. The PARTIES further agree not to disclose and/or pass on to third parties the methodologies and technologies used by either PARTY, except with the express written authorization of the respective PARTY’s attorneys.

The PARTIES may include the other Party's logo in their informational and promotional materials, identifying the existing business relationship, and may also publicize the contractual relationship in case studies, provided that doing so does not breach the confidentiality obligations set forth herein.

Availability: Delays or inability to provide service during the contracted hours, when attributable to the CLIENT, will be considered hours worked. Service will not be provided on holidays, including holidays observed in the CONTRACTED PARTY’s location, except for service plans that explicitly include holiday support and/or special situations previously and expressly agreed upon by 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, whenever necessary, seek prior technical guidance from the CONTRACTOR, ensuring the basic environment required to run the software and solutions, such as 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 according to the manufacturers’ specifications and the CONTRACTOR’s instructions;
• Keep backup and security copies of information up to date and usable on a daily basis;
• Adopt the appropriate procedures to prevent any improper use of the products and solutions belonging to the CONTRACTOR, being solely responsible for taking the necessary measures 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 in its name, including, but not limited to, payment for those 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 CONTRACTOR 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 these contributions and investments. In the event of termination and/or cancellation, 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 ANCILLARY AGREEMENTS and/or the Proposals, wherever they are installed, always observing the security standards previously established by the CLIENT and its representatives, while retaining the right to audit, for up to 05 (five) years after contract termination, matters related to the intellectual property of the CONTRACTOR and its technology partners.

The CLIENT shall, where applicable and whenever it deems appropriate, grant remote and/or local access to the professional assigned by the CONTRACTOR, providing a named, non-shareable username and password restricted to the system/server requiring intervention. This remote access must be disabled by the CLIENT as soon as the intervention is completed, preferably at the end of each day, to provide greater security for the CLIENT’s own environment. It is the responsibility of the CLIENT to limit access to what is necessary for service provision and to disable this username/password, and it must implement all security protocols required for this type of activity.

WARRANTY: The contracted services shall be covered by a 30 (thirty)-day warranty, beginning on the date the services are delivered. Software, solutions and third-party services shall be subject to the warranty policies established by the respective manufacturer(s) and ANCILLARY CONTRACTS entered into between the CUSTOMER and the CONTRACTOR.

The CONTRACTOR will not be held responsible for, and will not provide any warranty for, third-party products and/or services purchased by the CLIENT from third parties; it is the CLIENT's responsibility to negotiate 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, net of taxes, and must be proven 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 constitute essential elements and were taken into account when setting the prices presented to the CLIENT.

The software, services, and/or solutions supplied 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 will not be obligated to keep the software, service, and/or solution updated for the CLIENT in accordance with changes to the relevant legislation, nor will the CONTRACTOR be responsible for any type of parameterization and/or workflow changes arising from applicable legal requirements; this responsibility lies exclusively with the CLIENT.

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

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

In the event of failure to comply with this obligation NOT TO DO, this agreement, as well as its ANCILLARY CONTRACTS, Proposals and/or amendments, may, at the discretion of the CONTRACTED PARTY, be terminated by operation of law. In addition, the CUSTOMER shall be required to indemnify the CONTRACTED PARTY in an amount equivalent to 24 (twenty-four) times the compensation, including charges, received by the harassed employee(s), collaborator(s), and/or service provider(s) and/or those removed from the CONTRACTED PARTY'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 of the PROCESSOR COMPANIES to work for the CLIENT.

UNHEALTHY WORKING CONDITIONS: When setting the prices and responsibilities for contracts linked to this Master AGREEMENT, it was assumed that the professionals to be used in the event of services being provided at a location other than the CONTRACTOR's headquarters and designated by the CLIENT would 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 shall immediately notify the CONTRACTOR in writing. In this case, the INVESTMENT AMOUNT charged shall be increased by the applicable unhealthy-working-conditions or hazardous-duty allowance, as well as by the impact of payment of this allowance on other social and labor obligations and other items affected by this increase in the investment. If unhealthy or hazardous conditions are identified later or granted retroactively, the CLIENT shall pay the CONTRACTOR these same amounts and related impacts, even if this agreement has already been terminated or expired. Any unhealthy conditions in the current work environment shall be the responsibility of the CLIENT and are not included in the INVESTMENT AMOUNT.

High-Risk Uses Not Intended for 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 uses, such as air traffic control, military use, nuclear power plants, etc. Accordingly, the CONTRACTOR is not responsible for the improper use of its solutions/services.

TEAM TRAVEL: When the services contracted by the CLIENT allow/include on-site activities, if the CLIENT’s headquarters are in a location that is difficult to access and without regular public transportation, and the CLIENT provides transportation for the CONTRACTOR’s employee to travel to and from the service location, the cost of this transportation will be borne exclusively by the CLIENT, and the time spent by the CONTRACTOR’s employee on this journey will be counted and paid as worked hours. In all other cases, travel time will not be charged as worked hours; however, journeys exceeding 40 km (forty kilometers), measured from the nearest CONTRACTOR office, will be reimbursed by the CLIENT. If the hours actually worked plus travel time exceed the normal daily working hours established in the specific contract, the excess will be considered and charged as overtime.

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

BILLING: The amounts owed by the CUSTOMER to the CONTRACTED PARTY may, at its discretion, be billed by any of the companies belonging to the PROCESSOR COMPANIES.

Billing for installments relating to the service commitment period, if the CLIENT has chosen monthly installment billing, 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 there is a legitimate and exceptional reason preventing billing during the first week of the month, the number of days elapsed from the end of the first week until 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, it must provide it to the CONTRACTOR without fail by the last business day of the month immediately preceding the billing period; otherwise, the invoice will be issued without the requested reference, which the CLIENT hereby agrees to. It is recommended that the Purchase Order(s) be issued by the CLIENT for the full INVESTMENT AMOUNT OF THE SCOPE, that is, for the entire commitment period of the contract. If the amount to be billed exceeds the Purchase Order amount, the CLIENT may issue an additional Purchase Order, which will be accepted provided it is sent to the CONTRACTOR with the same advance notice referred to in this clause.

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

Any discrepancy or dispute regarding the invoiced amount must be submitted by opening a ticket through the CONTRACTOR’s portal, or through an equivalent tool made available and/or recognized by the CONTRACTOR. However, the CLIENT understands and agrees that disputing the amount charged does not justify postponing payment. In such cases, the client 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 ADDITIONAL CONTRACTS, amendments and Proposals will be 50% of the contracted amount. Any remaining credits will be deducted from subsequent invoices, subject to the limit established in this clause.

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

Any tax that may be introduced and imposed on the subject matter of the services, and that is not considered a substitute for another charge already imposed, shall be passed on to the CLIENT, with a 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 scope involves third-party technology and, during the contract term, the provider increases the price charged for the contracted item(s), any resulting cost increases shall be passed on in full to the CLIENT, regardless of prior notice, with the corresponding increase to the contract price, to maintain the economic balance of the relationship. In addition, if the technology manufacturer discontinues or replaces any contracted product(s), the price(s) of the replacement product(s) shall apply under the contract. If a product is discontinued without a 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 shall perform and invoice for these services, maintaining the investment structure 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 any third-party policy and the policies of technology manufacturers used under the agreement, where applicable, with the CONTRACTOR's rules always prevailing in the event of a conflict.

LATE PAYMENT: Late payment of any invoice, negotiable instrument or billing instrument issued by the CONTRACTOR in connection with this agreement and its attachments by the CUSTOMER 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 may replace it. In the event of judicial collection of overdue amounts, the CUSTOMER shall bear court costs and attorneys’ fees of 20% (twenty percent) of the amount due. If the delay exceeds 15 (fifteen) calendar 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 included in the contracted scope, from the day following the due date until the debt is settled. A delay of more than 7 (seven) consecutive days may, at the CONTRACTED PARTY's discretion, result in suspension of the services. If the delay exceeds 30 (thirty) consecutive days, the CONTRACTED PARTY shall be entitled 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 the installments falling due through the end of the committed term becoming immediately and automatically due, enforceable as an extrajudicial instrument. In the event of a consumption-based contract suspended due to default, billing for installments relating to the suspension period shall be based on the estimated consumption in the Proposal or the average consumption over the last 03 (three) contract months, whichever is higher.

If the debt is settled, the CUSTOMER shall owe the CONTRACTED PARTY a service reactivation fee equal to 10% of the average of the 03 (three) most recent invoices, plus any extraordinary costs arising from the reactivation.

In case of partial or total default, the CLIENT declares that the collection instruments issued by the CONTRACTED PARTY represent a certain, liquid and enforceable obligation, constituting an EXTRAJUDICIAL ENFORCEABLE INSTRUMENT, pursuant to article 784, item III, in conjunction with article 786, sole paragraph, both of the Brazilian Code of Civil Procedure, allowing the execution of the debt through judicial means, regardless of protest of the instrument and/or other non-judicial attempt to pursue the credit.

PERSONAL DATA: The CONTRACTED PARTY will not have access to the CLIENT’s private, personal, and/or confidential data. Where necessary for pilot project testing and scenario development, the CLIENT must provide the CONTRACTED PARTY with a fictitious test environment free of real data. In exceptional cases where real data must be made available, the CONTRACTED PARTY must be notified in advance so that it can accept receipt of this type of data.

In the event that personal data processing is required under this Agreement, the Parties hereby express their commitment to act in strict compliance with data protection laws, especially Law No. 13.709/2018 (LGPD). In addition, the Parties declare their adherence to the guidelines set forth 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 a conflict, shall prevail over any others 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 it may engage with documents containing the personal data of its professionals. Such 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 observing 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 referenced 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 CUSTOMER understands and agrees that, by entering into business with the CONTRACTED PARTY, it adheres to the ethical and integrity standards defined in its Code of Conduct, available on its website and also accessible at the 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 their best efforts to combat slavery and child labor.

TERMINATION AND PENALTIES: Except for situations in which termination is prohibited under this instrument, the CUSTOMER may request termination of this MASTER AGREEMENT by giving 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 (the value of the installments remaining through the end of the committed period and of each related annex, less the notice period), as well as immediate payment of all reservations, commitments, consumption and other contracted services. In this case, preferably within 48 (forty-eight) hours of receiving the formal cancellation request, the CONTRACTOR will issue the payment slip for the penalty, which must be paid by the CUSTOMER 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, the CLIENT will be required to pay the full amounts due through the end of the established and committed period, given that early termination is not possible. 

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

The CUSTOMER acknowledges that whenever it contracts cloud services and/or related technologies, or activates services through the portal under existing contracts, it must pay for those services regardless of termination of the originally established contract, since they are subject to a defined term. Accordingly, even if the contract ends at the will of the PARTIES, due to immediate contractual termination or expiration, the CUSTOMER agrees to honor payment for the purchases made, in the amount calculated based on consumption. The CUSTOMER 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 premature termination of the contractual relationship and remains payable to the CONTRACTOR.

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 contract early and must fulfill the entire committed period, given the significant investment made by the CONTRACTOR to meet the requested scope.

If the CONTRACTOR identifies circumstances that prevent the contracted scope from being properly delivered, it may terminate the agreement early by notifying the CLIENT of the end of the services. Such notice must be given at least 30 (thirty) days before the termination date.

IMMEDIATE CONTRACT TERMINATION: 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, in any manner or for any reason. Termination for the causes set forth in this clause is optional and shall take effect upon express notice to the CUSTOMER, including by email. Service may be immediately suspended without any prior notice, while all amounts owed by the CUSTOMER remain due and payable. The stated grounds for termination shall be subject to the usual penalties applicable to contractual termination. If the CONTRACTOR agrees to continue the agreement in the circumstances mentioned in this clause, payments shall remain fully due by the CUSTOMER, within the deadlines and in the formats contractually agreed, under penalty of service suspension, without prejudice to the late-payment penalties provided for and the enforceability of installments due and falling due through the end of the agreed commitment term.

FORCE MAJEURE: Except with regard 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 any obligation established in this MASTER AGREEMENT and/or its related Annexes, caused by an Act of God or Force Majeure.

BINDING EFFECT: This agreement binds the contracting PARTIES and their successors, who must faithfully and fully comply with its terms 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 will be governed by the laws of Brazil. Disputes involving amounts exceeding R$ 10,000,000.00 (ten million reais), concerning their performance or settlement and not related to software provision, shall be resolved definitively by arbitration under the rules of the FEDERASUL Business Mediation and Arbitration Chamber, headquartered in the city of Porto Alegre, state of Rio Grande do Sul, appointed by the PARTIES to administer the arbitration proceeding, by one or more arbitrators appointed as provided in those 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 enter into this Agreement by signing the ANCILLARY AGREEMENTS, Proposals and/or Amendments have statutory and/or delegated authority to assume 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.

REGARDING THE INDEPENDENCE OF CLAUSES: The non-enforcement of any provision of this MASTER CONTRACT and/or its Annexes shall not constitute a waiver thereof or a novation of obligations. The declaration of invalidity or nullity of any provision of this MASTER CONTRACT or its Annexes shall not affect the validity of the remaining clauses and conditions.

CONTRACT AMENDMENTS: The CONTRACTOR may expand the services, add other services and introduce changes to this agreement by means of registration with a Notary Office or a contractual Addendum, with express notice in its current commercial policy, published on its website at www.processor.com.br, at the URLs www.processor.com.br/master and www.gotobiz.com.br/master. This shall be deemed accepted by the CUSTOMER through the mere subsequent performance of acts or occurrence of facts demonstrating its acceptance of or continued participation in the services offered by the CONTRACTOR. All acts of the competent authorities published in the official press that relate to the services offered under this agreement shall also automatically apply to all provisions of this agreement.

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