Welcome to Digiteam, a comprehensive platform for companies to manage their external teams, with highly customizable solutions for various types of businesses.

This document aims to regulate all conditions for contracting Digiteam, in addition to any Commercial Proposal (“proposal”) signed between the Parties. We are available to clarify any questions, receive feedback, or complaints through the following email: suporte@digiteam.com.br.

1. IMPORTANT DEFINITIONS

• Digiteam: A software platform licensed for use by the Client for managing external services. Digiteam is owned by the company DIGITEAM TECNOLOGIA LTDA, registered with CNPJ under No. 07.821.585/0001-50.
• Software as a Service (SaaS): A distribution and commercialization model for software.
• Parties:
  • Contracted Party: DIGITEAM TECNOLOGIA LTDA (DIGITEAM), registered with CNPJ under No. 07.821.585/0001-50, owner and licensor of Digiteam.
  • Contracting Party: The company that hires Digiteam for the management of its external services.

2. OBJECT

2.1. These Terms of Service aim to regulate the provision of services established between the Parties in the Commercial Proposal signed between them, for the availability of the external services management solution, hereinafter referred to as Digiteam, in the SaaS (Software as a Service) model.

3. SOFTWARE LICENSING

3.1. The Contractor provides the licensing of the Digiteam software to the Contracting Party for the period specified in the Commercial Proposal and these Terms of Service.

3.2. The Contractor will retain all intellectual property or copyright developed related to Digiteam, as this Agreement only grants the Contracting Party the right to use the software fully, irrevocably, and irreversibly for its business purposes.

3.3. The object of these Terms of Service does not include the source code of Digiteam or any other auxiliary solutions, which will remain the intellectual property of the Contractor, whose use is merely licensed to the Contracting Party.

3.4. The Contractor shall not be responsible for the improper or inappropriate use of the software and/or any products and/or items offered by the Contracting Party, nor for any losses and damages suffered by the Contracting Party or any third party as a result of such improper or inappropriate use.

3.4.1. The Contracting Party undertakes to hold the Contractor harmless from any burden, duty, or liability arising from claims related to the provisions of this Clause.

4. COMPENSATION

4.1. The service prices for the implementation and use of Digiteam are set forth in the Commercial Proposal (Annex II) and Service Qualification, Description, and Conditions (Annex I).

4.2. Digiteam offers the following payment methods:

• Monthly Payment: In this case, payment is made on a monthly basis for the service or product. This means that each month, the agreed-upon amount will be charged.
• Semiannual Payment: With this option, payment is made every six months, which usually results in a discount (as specified in the Commercial Proposal – Annex II) compared to the monthly payment.
• Annual Payment: Annual payments involve paying for the service or product once a year. This option typically offers the greatest discount (as specified in the Commercial Proposal – Annex II) compared to the other payment options.

4.3. The prices described in the Proposal include all ordinary direct and indirect expenses arising from the execution of the contract, including taxes and/or duties, social, labor, pension, fiscal, and commercial charges, administration fees, freight, insurance, and other necessary costs to fully comply with the contract.

4.4. The prices presented already include hosting of the technological platform, maintenance, support, backup, and version update guarantees.

4.5. If travel is required by the Contractor’s technicians, the issuance of tickets, accommodation, and other costs will be the responsibility of the Contracting Party.

4.6. If there is a need to perform occasional services not covered within the scope of this proposal, the reference value (man-hour) will be R$ 250.00 (two hundred and fifty reais).

5. PAYMENT METHODS

5.1. The terms are set forth in the Commercial Proposal (Annex II) and Service Qualification, Description, and Conditions (Annex I).

5.2. Monthly Services:

5.2.1. Payments for monthly services must be made to Digiteam by the 10th of the month following the service provision, upon receipt of the corresponding invoice (“Invoice”), issued at least 7 (seven) calendar days prior to its due date.

5.3. If there is a delay attributable to the Contracting Party in making the payment, a late fee of two percent will be applied to the invoice amount, along with compensation for each day of delay, based on the IGPM variation for the month of service execution.

5.4. The prices listed in the Proposal will be adjusted annually according to the IGPM index of Fundação Getúlio Vargas.

6. TERM AND DURATION

6.1. The term of each contract is specified in the Commercial Proposal.

• 6.1.1. At the end of the term, the contract will be automatically renewed for the same period specified in the proposal, unless one of the Parties expressly communicates the desire not to renew, with at least 30 (thirty) days’ notice.
• 6.1.2. Any changes to the renewal terms of the Commercial Proposal must be made through a contract amendment.

7. OBLIGATIONS OF THE CONTRACTOR

• .1. Provide access to Digiteam, according to the conditions set out in the Proposal and these Contract Conditions.
• 7.2. Digiteam is responsible for maintaining compatibility, warranty, and support for the mobile app only for Android versions released no more than 4 years ago and with a market share above 15% (fifteen percent).
• 7.3. Immediately communicate in writing any relevant events that the Contracting Party should be aware of for the proper progress of the Digiteam contract.
• 7.4. Assume full responsibility for the actions taken by its employees in fulfilling these Contract Conditions, acknowledging that it is obliged to compensate for any damages or losses directly caused (actively) by them, or due to incompetence or negligence.
• 7.5. Not act or assume commitments on behalf of the Contracting Party without prior written authorization, as this contract does not grant any power of attorney to the Contractor.
• 7.6. Comply with all legal requirements arising from the execution of this contract at the Federal, State, and Municipal levels, thereby expressly exempting the Contracting Party from any liabilities.
• 7.7. The Contractor may subcontract the services it was hired for, without the need for authorization or communication with the Contracting Party regarding such subcontracting, remaining responsible for any irregularities arising from the subcontracted service.

8. OBLIGATIONS OF THE CONTRACTING PARTY

• 8.1. Provide the Contractor with all necessary information for the proper execution of the Digiteam contract, as well as specifying all the necessary details for the flawless provision of the contracted services.
• 8.2. The Contracting Party will be responsible for all information and operations performed by any of its agents during the use of Digiteam, as well as for all information made available therein.
• 8.3. Make the due payments as stipulated in the Proposal and these Contract Conditions.
• 8.4. Attend meetings whenever requested by the Contractor to provide clarifications or information deemed necessary or appropriate to the Contracting Party, regardless of the frequency of such meetings, as long as there is prior notice that is compatible with any necessary travel arrangements and the availability of involved personnel.
• 8.5. The Contractor is not responsible if any contracted service is not delivered by the scheduled date due to a lack of documents or information to be provided by the Contracting Party.

9. TERMINATION OF DIGITEAM CONTRACT

• 9.1. In the event of non-compliance with the provisions of the Proposal or these Contract Conditions, the Aggrieved Party shall notify the Defaulting Party via email with a read receipt request, so that within 10 (ten) days from the receipt of the notification, the obligation is fulfilled.
• 9.1.1. During this period, the Aggrieved Party may suspend its obligations until the Defaulting Party fulfills the obligation.
• 9.1.2. If the obligation is not fulfilled, the Aggrieved Party shall have the right to terminate the Digiteam contract without further notice or warnings, and the Defaulting Party will be liable for damages as provided by law, in addition to a contractual penalty equivalent to 20% (twenty percent) of the total contract value.
• 9.2. Should the Contracting Party wish to terminate the Digiteam contract without just cause before the end of the period stipulated in the Proposal, the full amount for the implementation of Digiteam and services provided up to the termination date will remain due, as well as the penalty specified in Clause 9.1.2 above.
• 9.2.1. Any intention to prematurely terminate the Digiteam contract must be communicated in writing at least 30 (thirty) days in advance.
• 9.3. The Contracting Party acknowledges that, in exceptional circumstances that forcibly interrupt the provision of the contracted services, as listed below, these do not constitute contractual breach and do not allow for unilateral termination of the contract unless the service provision is interrupted for 30 (thirty) consecutive days.
• 9.3.1. Acts of God or force majeure;
• 9.3.2. Actions by third parties preventing the use of the Resources;
• 9.3.3. Long-term power outages (blackout);
• 9.3.4. Delays in publishing applications on the Play Store or Apple Store.

10. CONFIDENTIALITY OBLIGATION

• 10.1. The Parties are bound, under penalty of law, not to disclose at any time, through any means of communication, oral or written information of any nature received as a result of the Digiteam contract.
• 10.2. The Parties agree to require that all individuals who have access to Confidential Information comply with the terms of this Confidentiality Clause.
• 10.2.1. The Parties will be held responsible for any breach of this confidentiality obligation by their agents or subcontractors, and any violation by them will be treated as a direct violation by the Party itself.
• 10.3. The obligation of confidentiality and secrecy imposed on the Parties, as provided herein, will remain in effect for 24 (twenty-four) months after the termination of the Digiteam contract.
• 10.4. Any violation of this Clause will subject the Contracting Party to a penalty equivalent to 10 (ten) times the monthly fee stipulated in the Proposal, in addition to being liable for any damages caused.

11. INTELLECTUAL PROPERTY AND COPYRIGHT

• 11.1. The Parties acknowledge and agree that these Contract Conditions do not transfer any intellectual property or copyright rights.
• 11.2. The obligations under this Clause will continue beyond the termination of the Digiteam contract and will be binding on the Parties’ successors, including heirs, executors, administrators, and other legal representatives.
• 11.3. Each Party agrees to indemnify and hold the other Party harmless for any intellectual property and/or copyright infringement that may arise in connection with the Digiteam contract.
• 11.3.1. When necessary, the Contracting Party must cover the fees and expenses required for the Contracted Party to defend itself in administrative and/or judicial proceedings initiated by third parties.
• 11.4. Any violation of this Clause will subject the Contracting Party to a penalty equivalent to 10 (ten) times the monthly fee stipulated in the Proposal, in addition to being liable for any damages caused.

12. NON-SOLICITATION

• 2.1. The Contracting Party agrees, during the term of the Digiteam contract and for a period of up to 24 (twenty-four) months after its termination, to:
• 12.1.1. Not hire or attempt to hire, nor induce, solicit, or encourage the hiring of any employee, service provider, executive, or collaborator of the Contracted Party;
• 12.1.2. Not motivate, induce, solicit, or encourage any client, executive, collaborator, or supplier to cease or modify their commercial relationship or interfere with the business of the Contracting Party.

13. LABOR RESPONSIBILITY

• 13.1. The Parties acknowledge that there is no employment relationship of any nature between the Contracting Party and the Contracted Party, nor in relation to any of its employees and/or subcontractors of any kind.
• 13.2. The Contracting Party declares that the Contracted Party cannot be held responsible for any labor action involving the use of Digiteam, being solely responsible for monitoring the use of Digiteam by its collaborators.

14. RESPONSIBILITY FOR DATA TREATMENT

• 14.1. The Parties commit to protecting and ensuring the appropriate treatment of personal data to which they have access during the duration of the Digiteam contract, as well as complying with the provisions of Law No. 13,709/2018 (General Data Protection Law – LGPD), in order to ensure that:
• 14.1.1. The treatment is limited to the activities necessary to achieve the purposes of the Digiteam contract, used only when applicable, in compliance with a legal or regulatory obligation, in the regular exercise of a right, by court order, or by request from the ANPD.
• 14.1.2. Security measures, both technical and administrative, are adopted to protect personal data from unauthorized access and accidental or unlawful situations of destruction, loss, alteration, communication, or any form of inappropriate or unlawful treatment, taking into account the nature of the data being processed;
• 14.1.3. All duties of data processing agents imposed by the General Data Protection Law are fully complied with, especially concerning the collection of consent and the existence of a legal basis for data treatment.

14.2. The subcontracting of certain services by the Parties does not exempt or diminish their responsibility for complying with the obligations set forth herein, as the Parties remain obligated to monitor the compliance of their practices with the personal data protection obligations established in this instrument and shall, when necessary, provide the other Party with pertinent information for the purpose of proving these controls.

14.3. Any Party may transfer data outside the Brazilian territory for the proper execution of its contractual obligations, provided that its involvement is limited only to entities or international organizations located in countries that observe an adequate level of personal data protection or guarantee compliance with the principles, rights, and data protection regime of applicable privacy laws.

14.4. It is the responsibility of the Contracting Party to ensure the legality and regularity of the treatment of personal data (including its collection and use for specific purposes), acting as the data controller, under the terms of Law No. 13,709/2018 (“LGPD”). The Contracted Party, on the other hand, in its role as a data operator, must limit itself exclusively to the treatment of this information for the provision of the contracted services and in accordance with the instructions of the Contracting Party.

14.5. The Contracted Party shall not be responsible for security failures arising from deficiencies in the access controls and other security measures adopted (or the lack thereof) by the Contracting Party.

14.6. In the event of contractual termination for any reason, or upon request by either Party, they commit to returning or deleting, as applicable, all personal data provided, obtained, or collected within the scope of the contractual relationship, unless there is a valid and specific legal basis for maintaining certain information.

15. GENERAL CONDITIONS

• 15.1. The Parties may not assign the rights and obligations arising from this instrument, in whole or in part, except with the express written consent of the other Party.
• 15.2. The omission or waiver by the Parties in complying with the Proposal and/or these Conditions of Engagement shall not constitute novation, waiver, or modification of the agreed terms. The Parties are aware that such actions will be mere liberality and waive invoking them for their benefit for any legal purposes.
• 15.3. Each Party shall be responsible for collecting the taxes applicable to its activities, as provided in tax legislation.
• 15.4. The Parties bind themselves, their heirs, and successors to the faithful compliance with the provisions herein.
• 15.5. No type of partnership, association, agency, consortium, representation mandate, or joint liability is created by the Proposal and/or these Conditions of Engagement, nor any employment relationship between the Parties.
• 15.6. The Parties may mutually promote any additions, substitutions, or modifications to the services contracted herein by means of an amendment duly signed by all Parties.
• 15.7. The Parties declare that the provisions of the Terms of Use and the Privacy Policy apply to the engagement of Digiteam.
• 15.8. The Parties elect the Court of the District of Brasília/DF, waiving any other, no matter how privileged it may be or may become, to resolve any doubts or controversies arising from this Instrument.
• 15.9. The Parties expressly agree to use and recognize as valid any form of proof of consent to the terms now agreed upon in electronic format, even if they do not use a digital certificate issued in accordance with the ICP-Brazil standard (art. 784, §4, CPC, and Law 14.063/20).