Terms of Contract - Pontaltech

Terms of Contract

Before using our services, take the time to read our Terms of Use and Services as they are valid in the same way as the contract, as well as, you will know the rules that govern our relationship with you.

Below, we will clarify some points that we think are important. If you have any doubts about any points discussed or not discussed in this document, please do not hesitate to contact us by e-mail: juridico@pontaltech.com.br or in the specific channels defined in Clause 13 of this Term.

I.DEFINITIONS

We understand the expressions below according to the following definitions:

PONTALTECH: PONTAL SERVICOS EM COMUNICACAO DIGITAL LTDA, a limited liability company, registered with the CNPJ under no. 23.106.216/0001-31, headquartered in the city of São Paulo/SP, at PC Ramos De Azevedo – nº 206 – Floor 8 Conj. 850/840/830 – Historic Center – CEP: 01.037-010.

PLATFORM: Web system owned and offered by PONTALTECH, for use and management of services through a username and password.

CONTRACTING PARTY: an individual or legal entity registered on the PLATFORM, who accesses and/or uses the services offered by PONTALTECH with their personal username and password.

END RECIPIENT: individual or legal entity informed by the CONTRACTING PARTY as the end in the chain of receipt of services.

PARTIES: Contractor and Pontaltech

 

1. ACCEPTANCE

Welcome to https://www.pontaltech.com.br/. This website is controlled and operated by PONTALTECH, a company located at Praça Ramos de Azevedo, 206, 8th floor, Conj. 2230, Republic, CEP No. 01.037-010, in the City of São Paulo, State of São Paulo,

In this document (“Terms of Use”) you will find details about the rules regarding the use of the website and our applications. Please read carefully the conditions described in this document. Accessing, browsing or using our website or our products is your declaration of acceptance of the terms and conditions proposed here.

These Terms are considered an integral part of the Contract for the Provision of Services between the Parties, and apply together with other legal documents that govern PONTALTECH’s services in general or the use of specific communication channels.

 

2. WHAT WE DO?

PONTALTECH is a private company that promotes technological solutions to connect customers with their end recipients through conversational systems, such as: Bot, Chat, SMS and others available in the “Products” tab in https://pontaltech.com.br/en/home/

 

3. OBJECT

PONTALTECH, through this website, provides general information about the company, its actions and its products. DESPITE EFFORTS TO MAINTAIN THE ACCURACY AND UPDATING OF THE INFORMATION MADE AVAILABLE, PONTALTECH CANNOT GUARANTEE OR ASSUME ANY LIABILITY AS TO ITS RELIABILITY, ACCURACY, VALIDITY, TIMELINESS, USEFULNESS, INTEGRITY, RESPONSIBILITY, OR RELEVANCE FOR DAMAGES, LOSS OR DAMAGE OCCURRING BY VISITING THE SITE. YOU ARE RESPONSIBLE FOR VERIFYING THE RELIABILITY OF THE INFORMATION BEFORE MAKING ANY DECISION OR TAKING ANY ACT.

 

4. ELIGIBILITY: DECLARATION OF MAJORITY

As a condition of access to and use of the exclusive functionalities of this website and all related services, you represent that you are over 18 (eighteen) years old and that you have read the full and attentive reading of the rules of this document, freely expressing your agreement to the terms set forth herein.


5. TERMS SPECIFIC TO EACH PRODUCT

The CONTRACTING PARTY is aware of the existence of Specific Terms according to the products available on our website https://pontaltech.com.br/en/home/ and transcribed below:

Channels

(i) SMS
(ii) RCS
(iii) Business Messages
(iv) Email
(v) WhatsApp [1]


Platforms

(a) Play
(b) ChatBot
(c) Manager
(d) Conductor

 

[1] Pontaltech, through an ISV agreement with Facebook’s BSP partners, provides connection service with WhatsApp Business. 

 

6. RESPONSIBILITY

PONTALTECH, unless otherwise provided, is the copyright holder of all information available on the website, as well as all intellectual property rights and related rights. The use of the name, brand or logo belonging to PONTALTECH is closed, except and only when there is prior, express and written authorization.

7. SUBCONTRACTING

Pontaltech may subcontract partner companies to perform part of the contracted services.

Subcontractors will be subject to the same conditions and quality standards to be observed by Pontaltech.

 

9. ETHICS AND ANTI-CORRUPTION

The Parties undertake, under the penalties provided for in this Agreement and in the applicable legislation, to strictly observe and comply with all applicable laws, including, but not limited to, Brazilian anti-corruption, anti-money laundering and also the FCPA – Foreign Corrupt Practices Act, UK Bribery Act and Canada’s Corruption of Foreign Public Officials Act (together “Anti-Corruption Laws”).

The Parties represent and warrant that they are not involved or will be involved, directly or indirectly, by their representatives, employees, agents, subcontractors, administrators, officers, directors, partners or shareholders, advisors, consultants, related party, their officers, advisers, partners or shareholders, advisors or consultants, during the performance of the obligations set forth in this Agreement, in any activity or practice that constitutes an infringement of the terms of the Anti-Corruption Laws.

The Parties represent and warrant that they are not, as well as their representatives, employees, agents, subcontractors, managers, directors, directors, partners or shareholders, advisors, consultants, directly or indirectly (i) under investigation due to allegations of bribery and /or corruption; (ii) in the course of a judicial and/or administrative proceeding or have been convicted or indicted on charges of corruption or bribery; (iii) listed in any governmental agency or entity, neither known nor suspected of terrorism and/or money laundering practices; (iv) subject to economic and business restrictions or sanctions by any government agency or entity; and (v) banned or impeded under any law that is imposed or supervised by any governmental agency or entity.

Failure by one of the Parties to comply with the Anti-Corruption Laws shall be considered a serious breach of this Agreement and shall grant the other Party the right to, at its sole discretion, immediately declare this Agreement terminated, without any burden or penalty, the infringing Party being responsible for the losses and damage caused.

Each Party shall promptly notify the other Party, in writing, of any suspicion or violation of the provisions of the Anti-Corruption Laws, and of participation in bribery or corruption practices, as well as non-compliance with any declaration provided for in this Clause.

The Parties recognize the importance and undertake for themselves and their collaborators to respect and contribute to the fulfillment of the Constitutional Principles, Fundamental Rights and Guarantees and Social Rights provided for in the Federal Constitution, such as, but not limited to: (i) avoid any form of discrimination; (ii) respect the environment; (iii) repudiate slave and child labor; (iv) guarantee the freedom of its employees to join unions and collectively negotiate labor rights; (v) contributing to a safe and healthy work environment; (vi) avoid moral and sexual harassment; (vii) share this commitment to Social Responsibility in the supply chain; (viii) work against corruption in all its forms, including extortion and bribery.

 

10. LABOR RESPONSIBILITIES

The PARTIES undertake to: (i) not use forced or compulsory labor, (ii) not use labor in a condition analogous to slavery, (iii) not use child labor in activities related to the execution of this contract and, further, (iv) respect the right to collective bargaining.
As there is no employment relationship, the PARTIES agree that: (i) their employees and agents will not be considered employees of the other Party; (ii) each Party shall be solely and exclusively responsible for all labor, tax and social security charges of the labor used to perform its services and shall comply with all obligations arising from labor, social security, land (FGTS) legislation and other taxes, including the ISSQN, as well as collective bargaining agreements, conventions and/or labor agreements of the representative category in relation to its employees, agents and other persons involved in the provision of services under its responsibility.

PONTALTECH undertakes to notify the CONTRACTING PARTY, immediately and in writing, of any irregularities found during the provision of services, including situations that may characterize interference by the CONTRACTING PARTY on the activities of PONTALTECH or on the professionals designated by them to perform the services or deviation from the functions of the aforementioned professionals, without prejudice to the CONTRACTING PARTY’s responsibility for the acts performed by them.
If, at any time, an administrative or judicial proceeding is filed against the CONTRACTING PARTY and provided that the CONTRACTING PARTY has not contributed to the occurrence of the facts that give rise to the Process, PONTALTECH will assume full responsibility for the dispute in question. In this case, the CONTRACTING PARTY must notify PONTALTECH of the receipt of the summons, notification or summons on an urgent basis of the court order received regarding the action referred to in this item.

Any obligation to pay PONTALTECH is hereby ruled out if the CONTRACTING PARTY has contributed to the occurrence of the facts that give rise to a labor claim, in accordance with the applicable labor laws.
The Parties, once notified, undertake to appear at the initial hearing of each Proceeding, even if they are not an official party in the demand, using their best efforts to conclude an agreement terminating the action and/or to exclude the party unrelated to the demand, from the defendant, provided that it has not contributed to the facts that give rise to the Process, according to the applicable labor laws.

 

11. SOCIAL RESPONSIBILITY

PONTALTECH shall strictly comply with the Labor and Occupational Health and Safety Legislation in force, also complying, but not limited to (I) not employing minors under 16 years old, except as apprentices, from the age of 14, always serving Law No. 8.069, of July 13, 1990 – Statute of Children and Adolescents and other laws applicable to the case; (II) not employ persons under 18 years of age in night, dangerous and unhealthy activities; (III) not to use slave labor.

Any violation of the aforementioned situations or legislation will result in the immediate termination of the contract entered into between the CONTRACTING PARTY and PONTALTECH, without prejudice to the applicable judicial and extrajudicial measures in case of damage to the image, name or property of one of the Parties, and immediate communication of the documents and facts found to the police authorities and the Public Ministry, when there is evidence of criminal offence.

 

12.ENVIRONMENTAL RESPONSIBILITY

As for Environmental Responsibility, the PARTIES must comply with the following items:

a) The Parties are obliged to comply with the environmental licensing required for their activity, such as operating licenses, environmental licenses, registrations, among others.


b) The Parties shall have, in their facilities, when necessary, devices and training for the prevention of environmental impacts, avoiding, for example, contamination of soil, groundwater and atmospheric pollution, depending on the nature of the contracted Services and if they come to run on your premises.

The Parties are also obliged to comply with all applicable environmental legislation, being responsible for hazardous and non-hazardous waste generated under this CONTRACT, properly disposing of them, in accordance with relevant legislation.

 

13. CONFIDENTIALITY

“Confidential Information”, pursuant to the Agreement between the Parties, represents confidential information that is owned or controlled by a Party (“Revealing Party”), including, without limitation, (a) the parties’ software, in source form or object, and any related technologies, ideas, algorithms or information contained with respect thereto, including, without limitation, any trade secrets relating to any of the foregoing items; (b) a Party’s product plans, their designs, costs, prices and names; unpublished financial information in the media, marketing plans, business opportunities, human resources, research, development or know-how; (c) any information that must, with good reason, be recognized by the Receiving Party as being confidential or privately owned; or (d) any information designated or marked by the issuing Party in writing, as being confidential, or verbally, upon its issuance, but duly confirmed in writing to the Receiving Party within 10 (ten) days after its issuance.

The Parties declare that they have the right to disclose their Confidential Information to each other without conflicts or violations of the rights of third parties, and they are required to adopt all appropriate precautions and precautions to prevent its misuse by any person who, for any reason, , has had access to them.

Confidential Information disclosed to a Receiving Party shall be kept secret by it, and shall not be disclosed to third parties or used for purposes other than those defined in this instrument, without the proper written authorization of the Issuing Party, irrevocably and irreversibly and unconditionally, by itself and its employees, agents and/or collaborators to maintain the strictest confidentiality and secrecy regarding any information obtained as a result of the various negotiations to be carried out between the Parties, also assuming full responsibility for the breach of confidentiality performed by its employee, agent, and/or collaborators.

The obligations and duties specified in this clause do not apply to information that: (i) is in the public domain, or is available to the public generally before being received by the Receiving Party of the Issuing Party, or that later becomes in the public domain or generally available to the public, other than as a result of a breach by the Receiving Party or an employee or agent of the Receiving Party; (ii) proven to be in the possession of the Receiving Party, without breach of any obligations set forth herein before the Issuing Party, prior to their receipt from the Issuing Party; (iii) are developed by the Receiving Party, regardless of the information received from the Issuing Party; (iv) have been previously issued by the Issuing Party to third parties without obligation to maintain secrecy.

Notwithstanding, Confidential Information may be disclosed by a Receiving Party: (i) to those employees, agents and consultants who need to know such information related to their professional functions, in the form and conditions of this instrument, and who are obliged to keep such Confidential Information in trust, restricting its use in accordance with the Receiving Party’s obligations under the terms of this Agreement; (ii) pursuant to the law, upon judicial request or in an administrative proceeding, provided that the Receiving Party notifies the Issuing Party prior to such disclosure in order to allow the Issuing Party to file objections or seek legal protection to prevent or limit the scope of such a revelation. (iii) Upon written request issued by the Party that transmitted Confidential Information to the Receiving Party, the Receiving Party shall promptly return all Confidential Information, as well as destroy any notes, memos or other documents relating to the Confidential Information, and provide a statement to the Disclosing Party, signed by its legal representative, certifying that such documents have been destroyed.

The Parties agree that no Confidential Information disclosed to the Receiving Party may be used to create, prepare, adapt or update any material, product or software, among others, that are in any way related to the activities carried out by the Issuing Party, without prior written consent of the Issuing Party.

This Agreement shall not be construed as a guarantee to furnish either Party with any patent, know-how licensing, intellectual property or any other right.

 

14. PRIVACY

The use of some services offered on the website implies the need to provide personal data, which will be processed in accordance with our Privacy Policy: https://pontaltech.com.br/en/privacy-policy/

PONTALTECH adopts all technical and administrative security measures for the protection of personal data, in accordance with applicable and current legislation, with regard to privacy and protection of personal data, if you have any questions, you can redirect them to our committee of Privacy through the e-mail lgpd@pontaltech.com.br.

 

15. LINKS TO THIRD PARTY SITES AND APPLICATIONS

The platform may contain links to third-party websites and applications. Please note that within these sites and applications, you will be subject to other Terms of Use and other Privacy Policies. Our Terms are not valid on third party websites and applications. The existence of links does not imply endorsement or sponsorship of PONTALTECH with these third parties, and PONTALTECH has no responsibility with respect to them.

 

16. SUSPENSION OF SERVICES

Once the default is identified by the CONTRACTING PARTY, PONTALTECH reserves the right, in the event of default, partial or total, without prior notice, to suspend the provision of the Services until payment of the outstanding bills, proceed with the protest and/or inclusion in credit protection agencies, in addition to appropriate measures for judicial collection.

PONTALTECH reserves the right to block messages, expressions or suspend services in case of non-compliance by the CONTRACTING PARTY with the obligations set forth in this contract.

In addition to the reasons already provided, PONTALTECH may temporarily suspend access to its services when:

(a) When its use is in disagreement with the Law or with any rules of use that must be respected;
(b) If identified content considered to be illegal and/or contrary to the regulations specific to the Product;
(c) By judicial, police or administrative order;
(d) When the CLIENT’s default is identified;
(e) Any damages, caused or attempted, to PONTALTECH as a result of the use of the services by the CLIENT or any third party connected to it are identified.

The reactivation of the services will depend solely and exclusively on Pontaltech, which may or may not do so, regardless of whether the CONTRACTING PARTY has already paid the amount(s) due.

 

17. UPDATE OF CONTRACTUAL DOCUMENTS

The CLIENT acknowledges and agrees that any changes in these or other Terms that govern the relationship between the Parties may be carried out by PONTALTECH in order to accommodate changes or evolutions on the services and/or communication channels offered by Pontaltech. 

Whenever any changes place any burden on the CLIENT, it will be communicated at least 30 days in advance.

The deadline mentioned in the previous item may not be met when the change made is: (1) the result of a change in law or regulation, (2) due to compliance with a court order, (3) due to changes in contracting policies third-party controllers of communication channels and which, therefore, directly influence the provision of services by PONTALTECH or (4) result from an emergency situation.

The CLIENT acknowledges and agrees that it must periodically keep up-to-date with the contracting policies and obligations contained in the contractual documents present in the link https://pontaltech.com.br/en/terms-of-use/

The use of the services provided by PONTALTECH, after the effective date of the changes mentioned in this clause, will imply acceptance of the new conditions.

 

18. REPRESENTATIONS AND WARRANTIES

PONTALTECH declares that its services will be provided with the due care and skills necessary for the faithful fulfillment of this contract and protection of data belonging to the CONTRACTING PARTY transferred on its platform.

The parties declare that: (i) they have full capacity to execute this agreement and assume the obligations set forth herein; (ii) the performance of this contract will not imply in breach of any other contracts to which they are bound; (iii) after its signature, this agreement will constitute a valid, binding and enforceable obligation; (iv) agree to comply with applicable laws and will assume all responsibility relating to the performance of their obligations under this agreement;

The CONTRACTING PARTY declares that it will not access or use, nor will it allow third parties to access or use the PONTALTECH services for purposes other than those established in this agreement, specifically undertaking to ensure compliance with the requirements established in the specific Term of the contracted product.

Notwithstanding anything to the contrary, PONTALTECH declares that it will not have any responsibility for transmission errors, corruption or security of the CONTRACTING PARTY’s data and/or content transmitted through the networks and facilities of network operators or other service providers telecommunications services related in any way to the object of this contract.

PONTALTECH makes no warranties other than those set forth herein with respect to services, technology and platform, including but not limited to warranties of marketability, fitness for specific purposes, gentle and peaceful use, satisfactory quality or accuracy. furthermore, PONTALTECH does not guarantee that the provision of services under this contract will be uninterrupted or error-free and expressly refuses any responsibility:

(i) resulting from the sending, by the CONTRACTING PARTY, its agents or subcontractors, of messages to incorrect numbers; or

(ii) related to the content of the CONTRACTING PARTY; to incorrect, inaccurate, illegible or out of sequence instructions provided by it, information provided late or simply omitted;

(iii) for any acts and omissions of the CONTRACTING PARTY, its agents and subcontractors.

Except as expressly set forth in this agreement, all warranties, representations and commitments made regarding the PONTALTECH service, whether express or implied, including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, non-infringement, usufruct, quality satisfactory or accurate, are excluded by PONTALTECH to the extent permitted by applicable law.

The parties recognize the importance and undertake by themselves and their collaborators to respect and contribute to the fulfillment of constitutional principles, fundamental rights and guarantees and social rights provided for in the federal constitution, such as, but not limited to:

(i) avoid any form of discrimination;

(ii) respect the environment;

(iii) repudiate slave and child labor;

(iv) guarantee the freedom of its employees to join unions and collectively negotiate labor rights;

(v) contributing to a safe and healthy work environment;

(vi) avoid moral and sexual harassment;

(vii) share this commitment to social responsibility in the supply chain;

(viii) work against corruption in all its forms, including extortion and bribery.

 

19. ACTS OF FORCE MAJEURE

The Parties shall not be liable for non-compliance with any obligations of this Agreement when due to acts of force majeure, as well as for acts and omissions of the other Party or Network Operators, in addition to cases arising from court decisions, laws and/or applicable regulations. In such cases, the non-compliance with the obligations assumed herein will not be considered a breach of contract, therefore not constituting a reason for the termination of this Instrument, insofar as the impediment event is temporary, in accordance with the provisions of art. 393 of the Civil Code.

In the event of acts of force majeure, the affected Party shall notify the other Party and use its best efforts to resume compliance with its obligations as soon as possible.

 

20. INTELLECTUAL PROPERTY

PONTALTECH, unless otherwise stated, is the copyright holder of all information made available on the website, as well as all intellectual property rights and related rights. The use of the name, brand or logo belonging to PONTALTECH is prohibited, except and only when there is prior, express and written authorization.

You may download, print, or store information and materials made available on this website for your private use only, provided you keep all copyright notices and other proprietary notices intact. You are not permitted to use the information, in whole or in part, for commercial gain.

 

21. BRAND PROTECTION

PONTALTECH authorizes the commercial placement or use of the CONTRACTING PARTY’s logo, name, expressions, brand, products or other identification element, for commercial or marketing purposes.

All rights in or in connection with the marks are the exclusive property of the Party that owns them. Within the exact terms of this Agreement, the Parties shall have no right, title or interest, express or tacit, in relation to other brands and their use, and shall not, at any time, after the term of this Agreement, assume or claim any right to explore, sell or offer for sale products and/or services related to such brands.

The Service developed under this contract is the exclusive property of PONTALTECH, including all corrections, improvements, methodologies and technical innovations, whether privileged or not, obtained by virtue of its execution.

All titles and rights to the services, deliverables and work products, as well as any intellectual property rights contained therein, including techniques, knowledge or processes relating to the services and/or deliverables (developed for the CONTRACTING PARTY or no), will not be the sole and exclusive property of PONTALTECH.

The CONTRACTING PARTY shall promptly notify PONTALTECH in writing if any third party gains unauthorized access to the property or information in or to which PONTALTECH holds title or rights, and shall take reasonable steps to stop access unauthorized and inform the third party about the rights of PONTALTECH.

 

22. LEGISLATION AND JURISDICTION

These Terms of Use will be governed and interpreted in accordance with Brazilian law, regardless of the conflicts of these laws with the laws of other states or countries, with the jurisdiction of the Judicial District of São Paulo – SP, to the exclusion of any other, to resolve any doubts arising from these Terms of Use. The user expressly consents to the jurisdiction of this judgment to the exclusion of any other, however privileged.

 

23. FINAL PROVISIONS

These Terms of Use may be updated without prior notice to the user, and this website always maintains the most up-to-date and effective version of the Terms of Use. For this reason, we recommend that you periodically consult this Privacy Policy to verify any changes.

 

Last Update: 06/24/2021.