Terms and Conditions
By this instrument, the person identified and qualified in the Register, which is an integral part of this Contract ("INTEGRADOR"); and BEETELLER SOFTWARE LTDA, enrolled in the CNPJ n. 38.077.404/0001-56, with headquarters at Rua Otacílio Nepomuceno, nº 600, sala 907, bairro Catolé, Campina Grande, Estado da Paraíba, CEP 58410-653 ("BEETELLER ID"); have entered into this Terms and Conditions of Use of BEETELLER ("Agreement"), which shall be governed according to the rules and conditions below.
By electronically accepting this Agreement, by checking the "I have read and agree to the BEETELLER ID Terms and Conditions of Use" box, the USER will be automatically adhering and agreeing to the terms and conditions of this Agreement and the Privacy Policy.
Use of the BEETELLER ID System shall be construed as full acceptance of this Agreement.
BEETELLER ID may change the conditions of this Agreement from time to time, at its sole discretion; and the PARTNER, if it does not agree with the modification, may terminate it without any liability or penalty.
The updated version of this Agreement may be consulted at any time by the USER, by accessing the link: https://www.gateway.beeteller.com/en
1. OBJECT AND DEFINITIONS
1.1 The object of this Contract is the provision, by BEETELLER ID, of: (i) provision of API (Payment Button) solution.
1.2 The words and expressions below, indicated in this Agreement by the first capital letter, shall have the following definitions:
“Bacen”: Central Bank of Brazil
“BEETELLER ID System”: services related to the opening of a Payment Account and the execution of Transactions by the USER.
“Compensation(s)”: remuneration foreseen for the use license and exploitation solution of the API - Payment Button.
“Confidential Information”: information exchanged between the parties, whether verbally or in writing, during the term of this Agreement, including technical, scientific, commercial, corporate information and industrial secrets of a confidential nature, designated as such for the protection of the rights and interests of each party, as well as any other information that would not be available to either party in the absence of the execution of this agreement.
“Contract”: this BEETELLER ID Terms and Conditions of Use, which is an electronic contract available at https://www.onboarding-e-kyc.beeteller.com/terms-and-conditions and on the Platform.
"Creation": invention, utility model, industrial design, computer program or any other technological development that entails or may entail the appearance of a new product, process or incremental improvement, obtained by one or more creators.
"Features": technologies made available by BEETELLER ID on the Platform, for the performance of Transactions and use of the BEETELLER ID System by the USER.
“Foreign Currency": Currency adopted and in effect in the country in which the Foreign Seller is located.
"Integrator": Account with administrator profile, and responsible for the permissions and business rules defined for using the API - Payment Button solution. In this account profile, it is not possible to originate payments.
“National Currency": Official currency adopted by Brazil (Reais - R$).
“Payment Order": Remittance Order or Incoming Order.
“Partner": Sub account created by INTEGRATOR to have access to the API solution - Payment Button. In this account profile it is possible to define the payment rules with approved banks and acquirers, approve and reject payment orders that enter the "analysis" status, access sales reports, and generate credentials for connectivity with the INTEGRATOR. If the INTEGRATOR also makes sales and payments, you will need to create a partner access.
“Personal Information": data provided by the USER for the execution of the Payment Order, in accordance with the necessary limits for each operation.
“Platform": website https://www.gateway.beeteller.com/en and/or application for mobile devices, available to the USER for: (i) the use of the Features and the execution of Transactions; and (ii) the acquisition of Products sold by the accredited Foreign Vendors.
“Privacy Policy": policy available at https://www.gateway.beeteller.com/privacy-policy, which provides for the collection, use, storage, treatment, sharing, protection, and disposal of USER information as a result of the use of the BEETELLER ID System, and which is an integral part of this Agreement.
“Product/Service": Any products or services produced in accordance with the knowledge contained in the Payment Button API solution and which are covered by applicable law.
"USER": the legal or natural person who, by adhering to this Agreement, is enabled to perform Transactions through the BEETELLER ID System.
2. OF THE SERVICES PROVIDED
2.1 The object of the present Contract is the temporary license of use, on a non-exclusive and non-transferable basis, by BEETELLER ID to the INTEGRATOR, of the usage rights related to the API solution - Payment Button, which will allow the INTEGRATOR to offer the solution as a benefit of its system so that its partners and/or customers can contract the integrated service, in the pre-payment modality.
2.2 The licensing of the aforementioned rights does not constitute an assignment of ownership to the PARTNER, which will continue to belong to BEETELLER ID.
2.3 The present license also includes any technical improvements/innovations developed by either party, jointly or individually, during the term of this agreement, and each party is obliged to inform the other of any related developments.
2.4 The services provided and pre-defined in the Onboarding + KYC policy are: Complete Registration; Tokenization (contract signing) and CPF Validation with the Brazilian IRS.
2.5 At any time the INTEGRATOR may include new services in the Onboarding + KYC policy, through the rules management available in your INTEGRATOR account.
2.6 The registration to the BEETELLER ID System will be carried out by the adhesion of the USER to this Contract, which will be effective by: (i) filling out the Registration; and (ii) electronic acceptance expressly manifested on the Platform.
2.7 In order to use the BEETELLER ID System, the INTEGRATOR must compulsorily fill out the Registration form, providing its data and information that may be requested. The information that allows BEETELLER ID to qualify the INTEGRATOR, as determined in the applicable regulations, will be requested.
2.7.1 The information and documents requested at the moment of the Registration will allow BEETELLER ID, in the terms of the applicable regulations, to evaluate; assess; characterize; and classify the INTEGRATOR, in order to know its risk profile and economic and financial capacity.
2.7.2 In the event BEETELLER ID verifies incorrect or untruthful data provided by the INTEGRATOR or, further, if the INTEGRATOR refuses or omits to send the requested information and documents, BEETELLER ID may temporarily suspend access to the BEETELLER ID System and prevent the use of the Functionalities until they are corrected.
2.7.3 BEETELLER ID may, at its sole discretion, conduct research in public or private databases in order to verify the veracity of the data and information indicated by the PARTNER in the Registration.
2.8 The PARTNER is civilly and criminally responsible for the veracity of the information provided, including before third parties, and is obliged to keep its data updated with BEETELLER ID.
2.8.1 BEETELLER ID shall not be liable for errors or non-performance of the Services comprising the BEETELLER ID System should the INTEGRATOR provide inaccurate, untrue or outdated information.
2.8.2 It is forbidden to use the BEETELLER ID System and the execution of the Transactions to celebrate businesses: (i) considered illicit, under the Brazilian legislation; (ii) that imply in violation of the National Financial System, the rules of the Central Bank of Brazil or the rules of the financial institutions, flags, acquirers and issuers of credit and debit cards; (iii) considered as financial crimes, with the intention of money laundering, terrorism financing and corruption, among other related crimes, even if indirectly; (iv) that do not represent a regular legal business and have the intention to practice fraud; or (v) that, in any way, may cause losses to BEETELLER ID, its partners, other INTEGRATOR, Suppliers or third parties.
3. RESPONSABILITIES, RIGHTS AND OBLIGATIONS
3.1 With respect to the licensed programs provided, and subject to the conditions set forth in this contract, BEETELLER ID agrees to:
a) Provide the INTEGRATOR with the programs under license in regular conditions of use and operation;
b) Guarantee the maintenance of the API - Payment Button solution, by sending new versions (updates) and/or releases that include eventual corrections, improvements, technological and legal evolution of the system;
c) Provide information to the partners and/or clients of the INTEGRATOR whenever requested, within a reasonable period of time;
d) To make available, upon previous request of 5 (five) working days, for the assessment of the partners and/or clients of the INTEGRATOR, the necessary legal documentation related to the Services;
e) Use the data, documents and information provided by partners and/or customers of the INTEGRATOR solely and exclusively for the purposes set forth in this Agreement, and in case of termination of the Agreement for any reason, BEETELLER ID is committed to return or destroy any and all materials and content provided;
f) Be responsible for its employees and/or service providers, being that it will only pass on information and knowledge transmitted by partners and/or clients of the INTEGRATOR to its employees and consultants that: (i) need to have access to such information and knowledge to comply with the object of the Contract; and (ii) have signed a confidentiality commitment.
g) Bear all expenses necessary for the development, production, industrialization, and commercial exploitation of the technology;
3.2 Regarding the programs under license provided and, respecting the conditions set forth in this contract, the INTEGRATOR undertakes to:
a) Make payments as stipulated in this Contract;
b) Provide BEETELLER ID with all information and documents necessary for the performance of the object of this Contract;
c) During the term of the contract, do not reverse engineer the API solution - Payment Button and other technological innovations.
4. LIABILITY FOR INTELLECTUAL PROPERTY RIGHTS AND THE RESULTING OBLIGATIONS
4.1 The INTEGRATOR acknowledges that the granting of the license to use the Payment Button API solution does not grant it any ownership over the solution or any rights, other than those specified in this Agreement.
4.2 All intellectual property rights to future results, methodologies and technical innovations, products or processes and know-how obtained under this Agreement shall be the exclusive property of BEETELLER ID.
5. CONFIDENTIALITY
5.1 Both PARTIES are responsible for maintaining confidentiality during the term of this Agreement, and Confidential Information and any information received relating to the solution, any improvements/technical innovations, research and tests performed are restricted, to the extent necessary for the purpose of this agreement, to employees, who should be expressly advised by the disclosing party, of the confidentiality of such information, by signing a specific confidentiality agreement.
6. CONFIDENTIALITY AND DATA PROTECTION
6.1 Confidential information for the purposes of this Agreement is not information that:
a) are already in the public domain at the time they are disclosed;
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become public domain, without disclosure being made in violation of the provisions of this Agreement;
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are legally disclosed to the Parties by third parties who, to the best of the Parties' knowledge, are not in breach of any obligation of confidentiality; and
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shall be disclosed by the Parties by reason of an order or decision issued by an administrative or judicial body having jurisdiction over the Parties, only to the extent of such order.
6.2 The Parties undertake to observe and comply with the LGPD, Law No. 13,709/2018, as well as to observe and comply with standards and procedures that may be published and/or required by regulatory entities, including the National Data Protection Authority, in the scope of the Data Processing it performs as a result of this contract.
6.3 The Parties will be liable, civilly and criminally, for any damages caused to each other and/or third parties by virtue of the breach of confidentiality and secrecy to which they are bound.
6.4 Failure to comply with the obligation of secrecy and confidentiality will import:
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the plan termination of the activities object of this instrument, if still in effect;
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in any case and cumulatively, the civil and criminal liability, for breach of secrecy, due to the action or omission of those responsible; and
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the adoption of legal remedies and applicable sanctions.
6.5 The Parties, through their directors, agents or employees, undertake, during the term of this instrument and up to five (5) years after its termination, to maintain complete confidentiality and secrecy about any data or information obtained, transmitted and exchanged between the Parties and with interested bodies and entities, due to this instrument and involved in the fulfillment of its object, applying also the confidentiality of individual data in relation to the collection, storage, handling, interpretation and generation of information, materials, products, specifications, manuals, business plans, marketing plans, financial information and other information relating to the Software, recognizing also that they may not be disclosed or provided to third parties, except with the express written consent of the other Party.
6.6 Upon written request issued by BEETELLER ID, the INTEGRATOR shall promptly return all Confidential Information and destroy any notes, memoranda or other documents pertaining to the Confidential Information, including copies and scans, and provide a statement to BEETELLER ID, signed by its legal representative, certifying to it that such documents have been destroyed.
7. OF THE ANTI-CORRUPTION LAW
7.1 The Parties hereby declare that they are aware of all the terms of the Brazilian Anticorruption Law (Law No. 12,846/2013) and any other provisions relating to the Fight against Corruption that may be applicable to the object of this Contract, further committing themselves, their partners, managers, employees, agents, contractors and/or subcontractors to refrain from the practice of any conduct that may constitute a harmful act or illicit advantage, in order to obtain undue advantage or favor.
8. OF THE USE AND REMUNERATION
8.1 The remuneration value for the API SETUP - Payment Button, will be made available to the integrator in the commercial proposal.
8.1.1. If there is a request for modification in the structure of the API developed by BEETELLER ID, or any other implementation, the INTEGRATOR will be charged the minimum value per hour of development, stated in the commercial proposal. This type of demand must be previously negotiated with the technology department to adjust the delivery deadlines and the work that must be done.
8.1.2. It is agreed between the parties that if in 120 (one hundred and twenty) days from the date of delivery of the credentials, the INTEGRATOR does not carry out the integration and/or does not enter into a production stage, it must pay BEETELLER ID a monthly fee established in the commercial proposal, referring to the cost of maintaining the technological structure made available for the functioning of the API - Payment Button.
For using the API - Payment Button solution, BEETELLER ID must be paid the amount set forth in the commercial proposal, per transaction, through the pre-payment mode, and the charge will be made directly to the Partner account.
In case of insufficient balance in the Partner account, the payment orders originated will not be processed. As a security mechanism, the partner will be notified when he reaches a minimum balance, so that he can load his account through the payment methods available on the platform.
In case of delay in relation to any payment foreseen in this Clause, default interest of one percent (1%) per month and/or fraction thereof, plus a fine of two percent (2%), calculated on the debt amount, monetarily restated based on the General Average Price Index (IGP-M) calculated monthly by the Getúlio Vargas Foundation (FGV), will apply.
This contract will be monetarily updated every 12 (twelve) months, with a correction index previously agreed upon between the parties.
In case the INTEGRATOR gives up the project after signing this contract, the amount referring to the SETUP provided in Clause 7.1 must be paid in full within 5 (five) days after the notification of the withdrawal.
9. TERMINATION OF THE LICENSE AGREEMENT
9.1. The present contract will be in effect from the date of its signature for an indefinite term.
9.2. The present contract can be denounced or rescinded by any of the contracting parties, with 30 (thirty) days notice, and no fine or indemnity is due for the unilateral termination without cause, except for the debits that may be pending in the period.
9.3. The termination or rescission of this contract will result in the discontinuation of all licenses to use the solution incorporated in this contract and the termination of BEETELLER ID's duties related to the Services Rendered, including the services of updating the API - Payment Button.
9.4. The present contract will also be rescinded in the hypothesis of acts that infringe the provisions of this contractual instrument.
9.5. Upon termination of this Agreement for any reason, the INTEGRATOR shall pay within thirty (30) days all amounts due to BEETELLER ID arising out of the operation under the terms and conditions of this Agreement.
9.6. The termination of this Agreement does not imply a waiver by BEETELLER ID of the right to judicially request the amounts due by the INTEGRATOR, due to events that occurred at any time.
10. LIMITATION OF LIABILITY
10.1. BEETELLER ID is responsible for collecting and sending data for payment processing, and the execution and settlement is the responsibility of the bank or acquirer where its customers and/or partners have a business relationship. Thus, BEETELLER ID will not be responsible for the success or failure of the transaction, nor for any failures related to the services performed by banks and acquirers.
10.1.1. The services contracted herein have a scope of technological character, limited to what is described in the Clause above. Thus, BEETELLER ID cannot be, in any way, considered responsible, intermediary or part of the supply chain of the products/services made available by the INTEGRATOR. Therefore, the INTEGRATOR agrees, in the event that BEETELLER ID is sued by the customers and/or partners of the INTEGRATOR for issues related to the commercial relationship between the INTEGRATOR and its customers and/or partners, to immediately exclude BEETELLER ID from the defendant in the lawsuit, as well as to indemnify BEETELLER ID for any resulting costs.
10.2. BEETELLER ID will not be liable for lost profits, moral damages and/or consequential damages, direct or indirect, including, but not limited to, lost revenue that may be due to the INTEGRATOR, as it is not responsible for the success or failure of the transaction.
10.3. Under no circumstances shall BEETELLER ID and its professionals be, for any effect, considered legal representative, agent, representative, partner and/or associate of the INTEGRATOR, not being able to practice any acts, contract or assume obligations on behalf of the INTEGRATOR, except those foreseen in this Contract.
10.4. It is hereby clarified that there is no hierarchical or functional subordination of BEETELLER ID and its professionals, in relation to the INTEGRATOR and the partners and/or customers of the INTEGRATOR.
10.5. BEETELLER ID is fully responsible for all social charges, insurance, indemnities and other expenses caused by the employment relationship it maintains with its employees who provide services to the INTEGRATOR, as they are the exclusive responsibility of BEETELLER ID.
11. GENERAL CONDITIONS
11.1. The present Agreement is irrevocably and irreversibly concluded, binding the parties, their heirs and successors.
11.2. Neither Party shall be liable for any failure or delay in performing its obligations if such failure or delay is caused by an act or fact considered to be an act of God or force majeure, in accordance with article 393 of the Brazilian Civil Code.
11.3. The Party that delays the performance of its obligations under the previous clause shall immediately notify the other Party, setting forth the circumstances that caused such delay; and the date for resumption of normal conditions for performance of obligations.
11.4. No term or condition of this Agreement may be amended or cancelled except by written instrument duly executed by legal representatives of the parties.
11.5. Should one party fail to complain about any act or omission of the other party or fail to declare the other party in breach, regardless of how long such breach persists, this will not constitute a waiver of such party's rights under this Agreement.
11.6. The PARTNER authorizes BEETELLER ID to include, without any charge or burden to its name, brands and logos, address, in marketing actions, catalogs and/or in any other media or promotional material used by BEETELLER ID, including the communication of its data, such as: name, address, trade name, telephone, website, e-mail, line of business among other data, except the right of the PARTNER to revoke this authorization at any time, in writing.
11.7. This Agreement constitutes the entire agreement between the parties, and supersedes all instruments, agreements, declarations, warranties, affirmations, promises and understandings, whether oral or written, but only to the extent of the subject matter of this Agreement.
11.8. Neither party shall be obligated or liable for any instruments, agreements, representations, warranties, statements, promises and understandings, whether oral or written, not specifically expressed in this Agreement.
11.9. The Parties declare and agree that this Agreement, including all signature pages, shall be signed electronically or digitally and acknowledge to be legally valid and legitimate to constitute and bind the Parties to the rights and obligations provided herein, even if not using digital certificate issued in the ICP-Brazil standard. The Parties also agree that the electronic or digital signature of this Agreement does not hinder or impair its enforceability, and shall be considered, for all legal purposes, an extrajudicial execution title.
12. JURISDICTION
12.1. To settle any doubts that may arise from the execution and interpretation of this Instrument, the courts of Campo Grande, State of Mato Grosso do Sul, are elected, to the exclusion of any other, even privileged.
Any questions regarding this Agreement may be sent to BEETELLER ID by e-mail: suporte@beeteller.com or through the website https://www.gateway.beeteller.com/en
Version updated on July 20, 2023.
BEETELLER SOFTWARE LTDA.
