Welcome to Digiteam, a complete platform for companies to manage their external teams, with functionalities and solutions that are highly customizable to the most diverse types of business.

The purpose of this document is to regulate all of Digiteam’s contracting conditions, in addition to any Commercial Proposal (“proposal”) signed by the Parties. We are happy to answer any questions you may have, or to receive feedback or complaints via the following e-mail address: suporte@digiteam.com.br.

1. IMPORTANT DEFINITIONS

• Digiteam: a software platform licensed for use by the Employer to manage external services. Digiteam is owned by the company DIGITEAM TECNOLOGIA LTDA, registered with the CNPJ under No. 07.821.585/0001-50.
• Software as a Service (SaaS): A way of distributing and marketing software.
• Parties:
  • Contractor: DIGITEAM TECNOLOGIA LTDA (DIGITEAM), registered with the CNPJ under No. 07.821.585/0001-50, owner and licensor of Digiteam.
  • Contractor: Company that hires Digiteam to manage its external services.

2. OBJECT

2.1. The purpose of these Contracting Conditions is to regulate the provision of services signed between the Parties in the Commercial Proposal signed between them, for the provision of the external service management solution, hereinafter referred to as Digiteam, in the SaaS – software as a service model.

3. SOFTWARE LICENSING

3.1. The Contractor makes the licensing of the Digiteam software available to the Contractor, for the period provided for in the Commercial Proposal and in these Contracting Conditions.

3.2. The Contractor will be the owner of all intellectual property or copyright developed related to Digiteam, since this Instrument only grants the Contractor the rights to use the software produced, in a full, irrevocable and irreversible manner for its business purposes.

3.3. The object of these Conditions of Contract does not cover the source code of Digiteam and any other ancillary solutions, which will remain the intellectual property of the Contractor, the use of which is only licensed to the Contractor.

3.4. The Contractor will not be responsible for the improper or inappropriate use of the software and/or any products and/or items offered by the Contractor, as well as for any losses and damages suffered by the Contractor or any third party as a result of such improper or inappropriate use.

3.4.1. The Contractor undertakes to keep the Contractor free and exempt from any liability, duty or liability arising from claims related to the provisions of this Clause.

4. REMUNERATION

4.1. The prices of the services for the implementation and use of Digiteam are provided for in the Commercial Proposal (Annex II) and Qualification, Description and Conditions of Services (Annex I).

4.2. Digiteam offers the following payment methods:

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

4.3. The prices described in the Proposal include all direct and indirect ordinary expenses arising from the execution of the object, including taxes and/or taxes, social, labor, social security, tax and commercial charges, administration fee, freight, insurance and others necessary for the full fulfillment of the object of the contract.

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

4.5. If there is a need for travel by the Contractor’s technicians, the issuance of tickets, accommodation and other costs will be borne by the Contractor.

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

5. FORMS OF PAYMENT

5.1. The conditions are provided for in the Commercial Proposal (Annex II) and Qualification, Description and Conditions of Services (Annex I).

5.2. Monthly Services:

• 5.2.1. Payments for the monthly services must be made to Digiteam every 10th day of the month following the provision of the services, upon receipt of the respective invoice (“Invoice”), issued at least 7 (seven) calendar days in advance of its expiration.

5.3. If, eventually, there is a delay attributable to the Contracting Party in payment, there will be a fine of two percent of the amount of the invoice and compensation, per day of delay, according to the variation of the IGPM in the month of execution of the object.

5.4. The prices contained in the Proposal will be adjusted annually by the IGPM of Fundação Getúlio Vargas.

6. VALIDITY AND DEADLINES

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

• 6.1.1. At the end of the term of validity, the contract will be renewed for the same period as provided for in the proposal, except in the event that one of the Parties expressly expresses interest in non-renewal, at least thirty (30) days in advance.
• 6.1.2. Any changes in the conditions for renewal of the Commercial Proposal must be made by means of a contractual amendment.

7. OBLIGATIONS OF THE CONTRACTOR

• 7.1. To make available the use of Digiteam, according to the conditions set forth in the Proposal and in these Contracting Conditions.
• 7.2. It is Digiteam’s responsibility to maintain compatibility, warranty and support of the mobile application only for Android versions with a maximum of 4 years since its launch and market share above 15% (fifteen percent).
• 7.3. Immediately and in writing to communicate the occurrence of material facts of which the Contracting Party must be aware for the proper progress of the contracting of Digiteam.
• 7.4. Assume full responsibility for the acts performed by its employees when complying with these Conditions of Employment, aware that it is obliged to compensate for any damages or losses caused by them directly (actively), or by malpractice or negligence.
• 7.5. Not to act or make commitments on behalf of the Contracting Party, without the prior written authorization of the latter, since the contracting provided for herein does not confer any power as an agent.
• 7.6. Comply with all the requirements of the legislation arising from the execution of the contracting provided for herein, at the Federal, State and Municipal levels, in order to expressly exempt the Contractor from any responsibilities.
• 7.7. The Contractor may subcontract the services for which it was contracted, without the need for authorization or communication to the Contractor about this subcontracting, being responsible for any and all irregularities arising from the subcontracted service.

8. OBLIGATIONS OF THE CONTRACTING PARTY

• 8.1. Provide the Contractor with all the information necessary for the proper performance of the contracting of Digiteam, in addition to the specification of all the details necessary for the perfect provision of the contracted services.
• 8.2. The Contracting Party will be responsible for all information and operations carried out by any of its agents during the use of Digiteam, as well as for all information made available therein.
• 8.3. Make the payments due as provided for in the Proposal and these Contracting Conditions.
• 8.4. Attend the meetings, whenever requested by the Contractor, to provide clarifications or information deemed necessary or appropriate to the Contractor, regardless of the frequency of such meetings, provided that there is a prior request period compatible with the displacements that may be necessary and the availability of personnel involved.
• 8.5. The Contractor is not responsible if any contracted service is not delivered on the scheduled date due to lack of documents or information to be provided by the Contractor.

9. TERMINATION OF THE DIGITEAM CONTRACT

• 9.1. In the event of non-compliance with the provisions of the Proposal or these Contracting Conditions, the Injured Party shall notify the Infringing Party, by e-mail with acknowledgment of receipt, so that, within ten (10) days from the receipt of the notification, it complies with the obligation.
• 9.1.1. During this period of time, the Aggrieved Party may suspend its obligations until the Breaching Party fulfills the obligation.
• 9.1.2. If the obligation is not fulfilled, the Injured Party will have the right to terminate the contracting of Digiteam, regardless of notices or notifications, subject to the Infringing Party being liable for losses and damages in accordance with the Law, in addition to a contractual fine equivalent to 20% (twenty percent) of the total value of the contract.
• 9.2. In the event that the Contracting Party wishes to terminate the contracting of Digiteam without just cause, before the end of the period provided for in the Proposal, the amounts for the implementation of Digiteam and the services provided up to the time of termination will remain due in full, as well as the fine provided for in Clause 9.1.2 above.
• 9.2.1. Any intention to terminate the contracting of Digiteam early must be communicated, in writing, 30 (thirty) days in advance.
• 9.3. The Contracting Party declares to be aware that, in exceptional situations that forcibly interrupt the provision of the contracted services, such as those listed below, they will not constitute breach of contract and will not allow the unilateral termination of the contract, unless the provision of the service is interrupted for thirty (30) consecutive days.
• 9.3.1. Fortuitous events or force majeure;
• 9.3.2. Actions of third parties that prevent the use of the Resources;
• 9.3.3. Lack of electricity supply for long periods of time (blackout);
• 9.3.4. Delay in publishing apps through the Play Store or Apple Store.

10. OBLIGATION OF CONFIDENTIALITY

• 10.1. The Parties undertake, under the penalties of the law, not to reveal at any time and by any form of disclosure, oral or written information of any nature received as a result of the hiring of Digiteam.
• 10.2. The Parties undertake to require all those who have access to the Confidential Information to abide by the terms of this Confidentiality Clause.
• 10.2.1. The Parties shall be liable for breaches of this confidentiality obligation by their agents or subcontractors, and any breach thereof shall be treated as a breach of their own.
• 10.3. The obligation of confidentiality and secrecy imposed on the Parties, under the terms set forth herein, will subsist at the end of the contracting of Digiteam for a period of twenty-four (24) months.
• 10.4. The violation of this Clause obliges the Contracting Party to pay a fine equivalent to 10 (ten) times the value of the monthly fee provided for in the Proposal, in addition to being liable for the losses and damages it causes.

11. INTELLECTUAL PROPERTY AND COPYRIGHT

• 11.1. The Parties acknowledge and agree that these Conditions of Engagement do not transfer any intellectual property or copyright rights.
• 11.2. The obligations of this Clause will continue beyond the end of the Digiteam contract period and will also be binding on the Parties’ designees, whether they are heirs, executors, administrators and other legal representatives.
• 11.3. Each Party undertakes to indemnify and hold the other Party harmless for any violation of intellectual property and/or copyrights of others that may be incurred in connection with the hiring of Digiteam.
• 11.3.1. When necessary, the Contractor shall pay the fees and expenses necessary for the Contractor to defend itself in administrative and/or judicial proceedings initiated by third parties.
• 11.4. The violation of this Clause obliges the Contracting Party to pay a fine equivalent to 10 (ten) times the value of the monthly fee provided for in the Proposal, in addition to being liable for the losses and damages it causes.

12. NON-REQUEST

• 12.1. The Contracting Party undertakes, during the term of the Digiteam contract and within 24 (twenty-four) months after its termination, to:
• 12.1.1. Not to hire or attempt to hire, as well as induce, solicit or encourage the hiring of any employee, service provider, executive or collaborator of the Contractor;
• 12.1.2. Not to motivate, induce, solicit or encourage any customer, executive, employee or supplier to cease or modify their business relationship or interfere with the Contractor’s business.

13. LABOR LIABILITY

• 13.1. The Parties acknowledge that there is no employment relationship between the Contractor and the Contractor, nor in relation to any of its employees and/or subcontractors of any nature.
• 13.2. The Contracting Party declares that the Contractor cannot be held responsible for any labor action involving the use of Digiteam, and it is its sole responsibility to supervise the use of Digiteam by its employees.

14. RESPONSIBILITY FOR DATA PROCESSING

• 14.1. The Parties undertake to protect and ensure the proper processing of the personal data to which they have access during the term of contracting Digiteam, as well as to comply with the provisions of Law No. 13,709/2018 (General Data Protection Law – LGPD), in order to ensure that:
• 14.1.1. The processing is limited to the activities necessary to achieve the purposes of contracting Digiteam, only used when applicable, in compliance with a legal or regulatory obligation, in the regular exercise of rights, by judicial determination or by request of the ANPD.
• 14.1.2. Security, technical and administrative measures are adopted, capable of protecting personal data from unauthorized access and accidental or unlawful situations of destruction, loss, alteration, communication or any form of inappropriate or unlawful processing, observing the nature of the data processed;
• 14.1.3. The duties of the processing agents imposed by the General Data Protection Law are fully complied with, especially with regard to the collection of consent and the existence of a legal hypothesis for processing the Data.

14.2. The subcontracting of some services by the Parties does not exonerate or diminish their responsibility for the fulfillment of the obligations set forth herein, since the Parties remain obliged to monitor the compliance of their practices with the personal data protection obligations set forth herein, and shall, when necessary, provide the other Party with the relevant information for the purpose of proving these controls.

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

14.4. It is the responsibility of the Contracting Party to ensure the lawfulness and regularity of the processing of personal data (including its collection and use for specific purposes), acting as a data controller, under the terms of Law 13,709/2018 (“LGPD”). The Contractor, on the other hand, as a data operator, shall be limited exclusively to the processing of this information for the provision of the contracted services and in compliance with the Contractor’s instructions.

14.5. The Contractor is not responsible for security failures that originate from deficiencies in access controls and other security measures adopted (or lack thereof) by the Contractor.

14.6. In the event of contractual termination, for any reason, or in the event of request by one of the Parties, they undertake to return or eliminate, as the case may be, all personal data made available, 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 hereunder, in whole or in part, except with the express written consent of the other Party.
• 15.2. The omission or compromise of the Parties in complying with the Proposal and/or these Conditions of Contract will not constitute novation, waiver or modification of the agreement, the Parties aware, for all purposes, that the fact will be mere liberality, and renounce to invoke it for their benefit, for any and all purposes of law.
• 15.3. Each Party shall be responsible for the payment of taxes applicable to its activities, as provided for in tax legislation.
• 15.4. The Parties undertake by themselves, heirs and successors, to faithfully comply with the provisions hereof.
• 15.5. By virtue of the Proposal and/or these Contracting Conditions, no type of Society, Association, Agency, Consortium, Representation Mandate or Joint Liability is created, as well as any employment relationship between the Parties.
• 15.6. The Parties, by mutual agreement, may 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 contracting of Digiteam .
• 15.8. The Parties elect the Court of the District of Brasília/DF, with the waiver of any other, however privileged it may be or may become, to settle any and all doubts or controversies arising from this Instrument.
• 15.9. The Parties expressly agree to use and recognize as valid any form of proof of agreement to the terms herein agreed in electronic format, even if they do not use a digital certificate issued under the ICP-Brasil standard (art. 784, §4, CPC and Law 14.063/20).