Terms and Conditions

TERMS AND CONDITIONS

Last updated on December 1, 2025

These KTGROUP Brazil Terms and Conditions of Service (these “Terms”), together with any applicable Proposals and applicable Supplemental Terms (together, the “Agreement”) constitute a binding agreement between KTGROUP and Customer (each, a “Party”) whereby KTGROUP provides Customer access to KTGROUP’s Services and/or provides KTGROUP Professional Services. The Client accepts and agrees to be bound by these Terms by executing a Proposal that references these Terms or by using the KTGROUP Services.

DEFINITIONS.

Except as otherwise set forth in the Agreement, capitalized terms have the following meanings:

“KTGROUP” means KTGROUP Tecnologia Ltda., a Brazilian limited liability company, duly organized and existing in accordance with the laws of the Federative Republic of Brazil, headquartered in the city of São Paulo, State of São Paulo, at Rua Henri Dunant, 873, Chácara Santo Antônio, CEP 04709-110, registered with the CNPJ under No. 14.528.925/0001-14.

“Customer” means the legal entity that enters into or otherwise accepts a Proposal, or uses Services and thereby accepts these Terms, as well as its Affiliates.

“Customer Data” means any information submitted to KTGROUP systems by Customers or Authorized Users, the result generated by the Services for each Customer when processing the information submitted, and any information provided by Customer in connection with the use of the Services.

“Expenses” means any reasonable and pre-approved expenses described in a Proposal or otherwise reimbursable to KTGROUP by the Client, which have in fact been incurred by KTGROUP in connection with the provision of the Services or the KTGROUP Professional Services. Reimbursable Expenses to KTGROUP include postage fees, wire transfer fees and other administrative costs and other reasonable costs in general, including those relating to travel, local transportation, hotel, food and other reasonable daily expenses.

“Documentation” means KTGROUP’s manuals, training manuals and other similar information, updated or revised by KTGROUP from time to time, that KTGROUP provides to Customer on KTGROUP’s online portal, through which Customer can access its Account (“Customer Portal”).

“Proposal” means a work proposal, SOW or other document used for the purchase of the KTGROUP Services.

“Personal Information” means any personally identifiable information of an individual person that is protected by law and the confidentiality provisions set forth in Section 8 (Confidential Information).

“Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, discovery, or invention, whether or not copyrighted or patentable, and whether or not acted upon.

“Sales Order” means KTGROUP’s sales order form that describes the Services, KTGROUP Professional Services, fees, support plans, expenses, and any special conditions for the use of the Services that Customer has requested.

“Intellectual Property” means all trade secrets, patents and patent applications, trademarks (registered or unregistered and including any goodwill acquired in such marks), service marks, trade names, copyrights, moral rights, rights in Inventions and all other intellectual property rights and proprietary rights (whether registered or unregistered, any prior application, and all rights to enforce the foregoing), and all other equivalent rights that may exist in any part of the world.

“Services” means the KTGROUP service offerings to which the Client has a subscription, as specified in the applicable Proposal.

“KTGROUP Professional Services” means services complementary to the Services, including professional consulting services, to be performed for the Client by KTGROUP’s employees or contractors as specified in the applicable Proposal.

“SOW” means a statement of work executed by the Parties that describes the KTGROUP Professional Services that KTGROUP will provide to the Client and any related obligations that may be described in more detail in the SOW.

“KTGROUP Technology” means the technology and Intellectual Property used in the provision of the products and services offered by KTGROUP, including computer programs, websites, networks and equipment. KTGROUP Technology does not include Third-Party Applications.

“Authorized User” means any employee, contractor, representative, or other person acting on behalf of Customer who is authorized by Customer to use the Services and who has been granted access to the Services by Customer or KTGROUP upon Customer’s written request.

THE SERVICES
Use of the Services. KTGROUP offers “software as a service” through subscriptions and licenses software products in accordance with the applicable supplemental terms. KTGROUP grants the Client a non-exclusive, non-transferable, worldwide right to access and use the Services during the Term, solely for the Client’s internal operations. KTGROUP reserves all other rights.
Customer Account. Where applicable, KTGROUP will enable an account for Customer to access the Services through the Customer Portal (“Account”). Customer will designate a specific person or persons authorized by Customer to manage and keep track of the Account, including creating usernames and passwords for Authorized Users. Customer is solely responsible for maintaining the status of its Authorized Users. Customer and its Authorized Users shall maintain the confidentiality of all usernames, passwords, access, and account information under their control and shall take all necessary steps to prevent anyone other than an Authorized User from gaining access to such information. Except for what is caused by KTGROUP’s breach of this Agreement, including the obligations under Section 8 (Confidential Information), KTGROUP is not responsible for unauthorized access to the Account. Customer will contact KTGROUP promptly if (i) Account information is lost, stolen, or revealed to an unauthorized person; (ii) Customer reasonably believes that the Account has been compromised, including any unauthorized access, use, or disclosure of Account information; or (iii) any other breach of security with respect to your passwords, usernames, login information, or KTGROUP Services that may have occurred or is reasonably likely to occur.
KTGROUP’s Responsibilities. KTGROUP will: (i) provide updated statistics and status updates on the Customer Portal, as applicable; (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (1) planned downtime (please note that KTGROUP generally has no planned downtime, but should this be required, such planned downtime will be scheduled at least 7 days in advance and scheduled for a date when it is intended to minimize the impact to Customer), and (2) any unavailability caused by circumstances beyond KTGROUP’s reasonable control, including Internet service provider failures or delays or denial-of-service attacks against which KTGROUP maintains commercially reasonable controls; (iii) provide its basic support for the applicable Services to Customer, at no additional charge, or upgraded support if purchased separately; and (iv) conduct its business in compliance with all applicable laws and regulations (“Applicable Laws”).
Customer Responsibilities. Except to the extent provided in any KTGROUP Professional Service expressly contracted by Customer, Customer is responsible for (i) the accuracy and completeness of Customer’s initial and ongoing setup and setup of the Services; (ii) ensure that the Services are compatible with Customer’s business systems requirements; (iii) the accuracy, quality, legality, and completeness of the Customer Data and the means by which the Customer acquired the Customer Data; (iv) maintenance and use of Customer’s hardware, network, Internet connectivity, and software; and (v) compliance with the Acceptable Use Policy available at https://WWW.KTGROUP.COM.BR and Exhibit 1 with all Documentation and with all Applicable Laws. The Client will provide KTGROUP with the digital certificates applicable to the Client and authorizes KTGROUP to access its data, including electronic Invoices. Customer will ensure that its Authorized Users, Affiliates, employees, agents and representatives comply with all of Customer’s obligations under the Agreement and will be responsible for the acts and omissions of the Authorized Users under the Agreement as if they were performed or incurred by the Customer.
Restrictions. Customer will use the Services only as set forth in the Proposal, these Terms, and the Documentation, and not for the benefit of any third party. Customer may not (i) reverse assemble, reverse engineer, decompile, or otherwise attempt to extract the source code of any KTGROUP Technology; (ii) reproduce, modify, create or prepare derivative works of any KTGROUP Documentation or Technology; (iii) distribute or display any KTGROUP Technology or Documentation other than to Customer’s Authorized Users; (iv) share, sell, rent, lease, or otherwise distribute access to the Services, or use the Services to operate any share-as-you-go, service agency, or similar business; (v) alter, destroy or remove any proprietary notices from the KTGROUP Technology or the Documentation; or (vi) disclose the results of any Service or program benchmark tests to any third party without the prior written consent of KTGROUP.
PROPRIETARY RIGHTS
KTGROUP Intellectual Property. As to the relationship between Client and KTGROUP, KTGROUP and KTGROUP’s licensors retain and retain all right, title and interest in and to all Intellectual Property rights in the KTGROUP Technology, the Documentation, KTGROUP’s Confidential Information, the Services and all enhancements or enhancements or derivative works of the foregoing. Any work product created by KTGROUP Professional Services (including any Inventions used, created, or developed by KTGROUP or its subcontractors related to KTGROUP Professional Services shall be KTGROUP’s Intellectual Property, except for that portion of the work that incorporates (i) any Customer Intellectual Property, or (ii) any work for hire that KTGROUP creates for Customer’s exclusive use). Nothing in this Agreement transfers or conveys to the Client any interest in the ownership of KTGROUP’s Intellectual Property.
Suggestions. If Customer provides KTGROUP with any suggestions for improvements to the Services, such suggestions are provided “as is” and Customer grants KTGROUP a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, license with rights to transfer, sublicense, sell, display, and make derivative works of such suggested improvements. Notwithstanding the foregoing, nothing in this Section 3(b) (Suggestions) grants KTGROUP a license to use any Inventions protected by a granted patent belonging to the Client.
Client’s Intellectual Property. Customer retains all ownership rights in Customer Data, Customer Confidential Information, including any Intellectual Property rights. Nothing in the Agreement transfers or conveys to KTGROUP any interest in ownership of the Customer Data or Confidential Customer Information, provided that KTGROUP has the right to create Aggregated Data (as defined in Section 4(b)) and possesses all rights arising from the Aggregated Data, during and after termination of the Agreement.
PRIVACY AND SECURITY
Use of Customer Data. KTGROUP may retain, use and disclose Client Data only to (i) fulfill its obligations under the Agreement; (ii) respond to support requests; (iii) internal business purposes for the purpose of maintaining, evaluating, developing, and improving the Services; or (iv) comply with Applicable Laws. Customer Data and Customer’s Confidential Information do not include personal information relating to an employee or other representative of Customer that is collected or received by KTGROUP for purposes related to contracting or using or paying for the Services (e.g., the names and email addresses of Customer’s account representatives and its accounting department). KTGROUP’s use of the personal information of such employee or other Representative is governed by KTGROUP’s Privacy Policy available at https://WWW.KTGROUP.COM.BR which describes how to manage individual communication preferences. Each Party is responsible for informing its own Representatives about the processing of their personal data as provided for in the Agreement.
Aggregated Data. KTGROUP may create, generate and use Aggregated Data for any lawful purpose. “Aggregated Data” means the set of de-identified and anonymized data derived from the data of multiple KTGROUP customers (including Customer Data) for the purpose of presenting such information in summary form (e.g., price index numbers are aggregated, in contrast to the price of a single commodity). Aggregated Data does not include any Personal Information relating to Customers, Customers’ customers, Authorized Users or customers, or other information that can reasonably identify or relate to a natural person.
Protection of Customer Data, Personal Information, and Confidential Information. Each Party is responsible for compliance with Applicable Laws, including applicable data protection legal requirements, for the purposes of the Agreement. To the extent commercially reasonable, KTGROUP will implement and maintain technical, administrative, physical, and security safeguards to prevent any unauthorized disclosure, access to, or publication of, Customer Data, Confidential Information, or Personal Information. KTGROUP will implement and maintain, on commercially reasonable terms, appropriate technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access, or publication of Client Data, Confidential Information, or Personal Information. KTGROUP will implement processes and maintain procedures designed to comply with Applicable Laws and facilitate Customer’s data security obligations with respect to Personal Information in KTGROUP’s possession or control to the extent Customer is required to comply with the following: (i) General Personal Data Protection Law (Law No. 13,709/18); (ii) Civil Rights Framework for the Internet (Law No. 12,965/2014); (iii) any other existing or future Applicable Laws, and (iv) amendments and successions to the foregoing laws. The Agreement and the Documentation are the Client’s instructions for processing the Client Data and KTGROUP shall not process this Client Data for any other purpose. KTGROUP may use subcontractors to facilitate its obligations under this Agreement and KTGROUP shall be liable for the acts and omissions of such subcontractors in connection with this Agreement as if they were performed by KTGROUP. KTGROUP shall use commercially reasonable efforts to ensure that these subcontractors implement and comply with reasonable security measures for handling the Client Data, Personal Information or Confidential Client Information.
Data Transfers. KTGROUP may process Customer Data using servers or cloud services established inside or outside Brazil, including the use of KTGROUP third-party services. In such cases, KTGROUP will adopt or require third parties to adopt, through contractual clauses (or other reasonable means), commercially reasonable security measures designed to keep the Customer Data secure and confidential.
Notification. KTGROUP will notify the Client, as soon as reasonably practicable and within 72 hours after KTGROUP’s confirmation, of the unauthorized access, use, or disclosure of any Client Data, Client’s Confidential Information, or Personal Information under KTGROUP’s control. KTGROUP will provide the Client with information relating to such incident as required by Applicable Laws or as reasonably requested by the Client to enable the Client to comply with its obligations under the Applicable Laws. KTGROUP will use commercially reasonable efforts to: (i) identify the cause of the incident, and (ii) remediate the cause of the incident within KTGROUP’s systems, to the extent such remediation is within KTGROUP’s reasonable control.
SUSPENSION OF SERVICE AND DISPUTES
General. KTGROUP will make a good faith effort to contact and provide prior notice to the Client prior to any suspension. To the extent reasonably practicable in the circumstances, KTGROUP will endeavor to resolve with the Client any circumstances that may give rise to KTGROUP’s suspension rights, which include, without limitation, the following: (i) a material risk to the security or performance of the Services, the network, or any other KTGROUP Client or business partner; (ii) use of the Services in violation of the Agreement; (iii) the Client ceases to operate in its normal course, makes a creditor assignment or similar disposition of the Client’s assets, or becomes the subject of any bankruptcy, judicial reorganization, liquidation, dissolution or similar proceeding that is not resolved within 60 days of the corresponding request; or (iv) the Customer is in default of its payment obligations for any undisputed amounts. Unless otherwise agreed to signed, payment will be considered delinquent if it is not received within 15 days after the due date set forth on an invoice. KTGROUP acknowledges that suspending Customer’s right to access or use, some or part of the Services is a significant action, and therefore KTGROUP will not exercise this remedy except in good faith and as necessary to resolve the issue giving rise to KTGROUP’s right to suspend the Services. KTGROUP will also pursue other less drastic measures as appropriate, including collaborating with Customer to isolate the issue and escalating unresolved issues to Customer’s and KTGROUP’s senior management. KTGROUP will not delete any Customer Data during the suspension period.
Effect of Suspension. If KTGROUP suspends the Client’s ability to access the Services, (i) the Client remains responsible for all payments and charges, including the Services to which access is retained by the Client, if any; and (ii) the Client shall not be entitled to any compensation or credits for any period of suspension, unless the suspension is due to KTGROUP’s error or omission.
Non-agreement with payment. Any non-agreement of the Client regarding payments must be informed in writing to KTGROUP’s financial department in financeiro@KTGROUP.com or to the representative of the Client’s account, within 30 days of the date of the invoice that gave rise to the non-agreement. KTGROUP will not exercise its suspension or termination rights or apply interest on late payments if the Client reasonably and in good faith disputes the applicable charges and provides reasonable cooperation to resolve the conflict.
TERM AND TERMINATION
Term of the Agreement. The term of the Agreement (the “Term”) begins on the Effective Date of the Initial Subscription Term of the first Service purchased and ends on the date of termination or expiration of the final Subscription Term.
Subscription Terms. Customer may purchase subscriptions to one or more Services during the Term. The effective term of each subscription is a “Subscription Term” and, depending on the timing and agreed terms of the applicable Proposals, such subscriptions may or may not have different Subscription Terms. Each Subscription Term begins on an “Effective Date”, which is either (1) the date on which KTGROUP includes the Client’s Proposal in KTGROUP’s billing system or (2) an alternate date jointly agreed upon by the Parties in writing.
Initial Subscription Term. The Initial Subscription Term for a Service (the “Initial Subscription Term”) is one year, beginning on the Effective Date and ending on the first anniversary of the Effective Date, unless the Proposal specifies a different period.
Automatic Renewal. At the end of the then-current Subscription Term, each subscription to a Service will automatically renew for an additional period of one year (a “Renewal Subscription Term”), unless (a) Customer provides written notice of non-renewal to KTGROUP by the expiration of the Initial Subscription Term or the then-current Renewal Subscription Term, or (b) KTGROUP provides written notice of non-renewal to Customer at least 90 days prior to such expiration date. Customers must send a notice of non-renewal or termination to financeiro@KTGROUP.com. KTGROUP will send an invoice to the Customer before the next Renewal Subscription Term.
Subscription to Upgraded or Additional Services. If Customer upgrades any of the Service subscriptions during a Subscription Term, the Subscription Term for the upgraded Service will coincide with the then-current Subscription Term. In the event of any update, KTGROUP will invoice the Client the applicable update value in force, plus an amount corresponding to the difference between the original Service value and the updated Service value. If Customer subscribes to an additional Service, the Subscription Term for that Service will begin on the Effective Date for that Service and Customer will be charged separately for the applicable service subscription fees and annual fee for the Additional Service.
Termination for Breach or Cause. Either Party may terminate the Agreement or any related Services upon notice (i) if the other Party materially breaches its obligations under the Agreement and, if the breach is capable of remedy, there is a failure to correct performance within 30 days of the date of notice of breach; or (ii) if the other Party ceases to operate in the normal course, makes an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, liquidation, dissolution or similar proceeding that is not resolved within 60 days after its opening.
Consequences of Termination for Breach or Cause. If Customer terminates the Agreement or any Service due to KTGROUP’s material breach, KTGROUP will refund to Customer a prorated amount (prorata) of any subscription fees already paid for the Service (excluding any activation fee or any other one-time fee) applicable to the unused portion of the Subscription Term of the terminated Services. If KTGROUP terminates the Agreement or any Service due to the Customer’s material breach, KTGROUP will not refund any amounts to the Customer.
General Effects of Termination. Upon termination of the Agreement: (i) all of Customer’s rights granted under the Agreement will immediately cease (except for those that will survive termination); (ii) except as set forth in Section 6(d) (Termination for Breach or Cause), Customer will remain liable for all amounts, charges, expenses, and any other obligations Customer has incurred during Customer’s subscription; (iii) if requested by the other Party, each Party will immediately return or, if so directed, destroy the other Party’s Confidential Information in its possession or control, except for that contained in automatic computer backups; and (iv) KTGROUP will destroy or replace Customer Data and Personal Information within a reasonable period of time, subject to Section 6(g) (Data Return and Retention) and KTGROUP’s data reservation and retention policies, which will be subject to the confidentiality of these Terms. If this Agreement or any Service is terminated prior to the completion of one or more SOWs, such termination will not affect the continuation of such SOW, if the SOW provides for a longer term. All provisions that by their nature survive termination shall have that effect (including, by way of example and not limitation, payment obligations, indemnification and defense obligations, and duties of confidentiality).
Data Return and Retention. Upon Customer’s request received no later than 30 days after the termination of this Agreement, KTGROUP will provide Customer with an export file of Customer Data stored on KTGROUP’s systems, in a format commonly used by KTGROUP. In order to comply with certain tax audit requirements, KTGROUP may retain some Customer Data, provided that such retained Customer Data will continue to be subject to the confidentiality clauses contained herein for as long as it is retained.
PAYMENTS AND TAXES
Payments. The Client will pay all amounts specified in each Proposal. The Customer may be billed on the basis of the Proposal and on usage-based prices. Except as otherwise specified in these Terms or in a Proposal: (i) prices are calculated and payable in Reais; and (ii) payment obligations are non-cancellable and prices paid are non-refundable. Unless otherwise specified in a Proposal, KTGROUP will invoice the Client for any renewals, upgrades, overage amounts and additional Services purchased.
Surplus. If the Client exceeds the number of Documents set forth in its Proposal, the Client shall pay the excess Document charges. Excess amounts will be charged according to the criteria specified in the Proposal, and in any Renewal Subscription Term, KTGROUP’s excess prices in effect at the time of renewal will be applied. Customer may request to upgrade their subscription level at any time by sending an email to financeiro@KTGROUP.com.
Subscription Plans. Customer’s subscription plan for the Services is specified in the applicable Proposal. Customer may not reduce Customer’s commitment to the Service subscription plan specified in the Proposal during the Service Subscription Term. Customer is not entitled to any refund of amounts paid or cancellation of payments due if the volume of Services that Customer actually uses is less than the volume contracted by Customer and Customer may not transfer any unused volume to Customer’s next Subscription Term. If Customer wishes to reduce the volume of a Service subscription plan, Customer must notify KTGROUP at least 30 days prior to the start of the next Renewal Subscription Term for the applicable Service; the reduction will be effective at the beginning of the next Renewal Subscription Term.
Taxes. Customer is responsible for any applicable taxes, including, without limitation, taxes arising from any sales, uses, contributions, value-added or similar (collectively, “Taxes”) payable in connection with Customer’s order for Customer Services or KTGROUP Professional Services, determined by any local, state, provincial, federal or foreign jurisdiction. Unless expressly specified otherwise in any Proposal, all fees, tariffs, and estimates are exclusive of sales taxes. KTGROUP is solely responsible for taxes based on KTGROUP’s net income, assets, payroll, property and employees.
Annual increases. Unless otherwise agreed in writing, after the Initial Subscription Term, Service fees will be subject to annual increases at the current pricing level, which will not exceed the General Market Price Index (“IGPM”) for the previous calendar year and will be effective as of the first day of each Renewal Subscription Term.
CONFIDENTIAL INFORMATION
Confidential Information. “Confidential Information” means all information designated by a Party as confidential, or which, under the circumstances, would reasonably be understood by the receiving Party to be confidential and which is disclosed by either Party to the other Party, regardless of the form of disclosure. Confidential Information includes, without limitation, with respect to KTGROUP, KTGROUP Technology and Documentation, and with respect to Customer, all Customer Data and Personal Information, and with respect to both Parties, all information regarding business plans, customers and customer lists, data, projects, financial information, forecasts, Inventions, know-how, methods, market analysis, pricing, products, pre-release offerings, research and development, security policies and processes, source code and object code, and strategies of the disclosing Party.
Exclusions. Confidential Information does not include information that the receiving Party may obtain that: (i) (except with respect to Personal Information) enters the public domain without the receiving Party breaching any obligation owed to the disclosing Party; (ii) has been legitimately received by the receiving Party from a third Party without confidentiality restrictions; (iii) is known to the receiving Party without any restriction on use or disclosure prior to the first receipt by the receiving Party from the disclosing Party; or (iv) has been independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
Disclosures Required by Law. If any applicable law, regulation, or court or administrative order requires the receiving Party to disclose any Confidential Information of the disclosing Party (a “Disclosure Order”), then, unless otherwise prohibited by the Disclosure Order, the receiving Party shall promptly notify the disclosing Party in writing prior to making such disclosure in order to facilitate the disclosing Party’s efforts to protect its Confidential Information. Upon such notice, the receiving Party shall cooperate with the disclosing Party, at the disclosing Party’s reasonable expense, to seek and obtain protection for the disclosing Party’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a consent by the disclosing Party, the receiving Party is legally required to disclose Confidential Information by any court, regulatory body, agency or similar entity, the receiving Party may disclose, without liability provided herein, the portion of the Confidential Information legally required to be disclosed and the receiving Party will use its best efforts to preserve the confidentiality of the Remaining Confidential Information.
Restrictions on Use and Disclosure. Subject to the permitted disclosures set forth in Section 8(c); (Disclosures Required by Law), the receiving Party shall hold the Confidential Information in strict confidence and shall not disclose, directly or indirectly, Confidential Information to any third party, except as otherwise permitted by the Terms. The receiving Party may disclose Confidential Information to an employee, advisor or consultant (“Representatives”) who needs such access to perform the Party’s obligations under the Agreement, on the condition that the receiving Party: (i) ensures that such Representatives are bound by a written agreement that is as substantially protective as these Terms; and (ii) accept full responsibility for the Representatives’ use of the Confidential Information. The receiving Party shall protect the Confidential Information from unauthorized access and disclosure with the same degree of care, but in no event less than a reasonable standard of care, used to protect its own Confidential Information and refrain from reverse engineering, decompilation, or disassembly of any Confidential Information.
GUARANTEES
Mutual Guarantees. Each Party represents and warrants to the other Party that (i) it has the authority to enter into this Agreement and perform its obligations hereunder; (ii) the Agreement does not conflict with any other agreement entered into by the Party; and (iii) does not conduct business for any unlawful purpose.
KTGROUP Warranties. KTGROUP provides the following guarantees for the Services.
KTGROUP warrants to the Client that: (a) the KTGROUP Technology that KTGROUP provides to the Client will perform in all material respects in accordance with the then-current Documentation; (b) KTGROUP will use commercially reasonable efforts, using current versions of commercially available antivirus software, to ensure that the KTGROUP Technology provided to Customer does not contain computer viruses, Trojan horses, worms, or other similar malicious code; (c) KTGROUP will perform KTGROUP Professional Services in a professional manner and in accordance with professional industry standards; and (4) KTGROUP will not reduce, in material respects, the Services or the features or functionality of the Service during the Subscription Term (provided, however, that KTGROUP may discontinue the Services or features or functionality of the Service upon expiration of a Subscription Term by giving at least 90 days’ prior written notice to the Client). KTGROUP does not warrant that the KTGROUP Technology is free from faults, errors, or omissions.
If KTGROUP fails to conform to any of the warranties contained in this Section 9(b) (KTGROUP’s Warranties) and if KTGROUP fails to make KTGROUP Technology or KTGROUP Professional Services available in conformity within 30 days after Customer notifies KTGROUP of the non-conformity, then, as Customer’s sole and exclusive remedy for any non-conformity, Customer may terminate the Agreement upon prompt notice to KTGROUP, and KTGROUP will refund to Customer a prorated amount (prorata) of (1) any prepaid Service subscription amounts applicable to the unused portion of the terminated Service Subscription Term, excluding, for clarity, implementation of any activation (except if such non-compliance occurred within Customer’s Initial Subscription Term) or other amounts or expenses, and (2) any amounts paid for KTGROUP Professional Services that are non-compliant.

iii. The warranties contained in this Section 9(b) (KTGROUP Warranties) do not apply to the extent that the KTGROUP Services, systems, software, or Professional Services have been modified by persons other than KTGROUP employees or persons authorized by KTGROUP. The warranties in the Agreement are for the sole benefit of the Customer and do not extend to any other person or entity.

Customer Warranties. Customer represents and warrants that: (i) the information provided by Customer in connection with the Services, including billing information, is current, accurate, and complete, and (ii) Customer is not on any list of credit bureaus that compile delinquency information, such as the Credit Protection Service (“SPC”) or the Bank Services Centerhouse (“SERASA”).
Disclaimer of Implied Warranties. Except as expressly provided in the Agreement, the Services are provided on an “as is” and “as available” basis, and neither Party warrants any warranties of any kind, express, implied, statutory or otherwise, and each Party specifically disclaims all implied warranties, to the maximum extent permitted by Applicable Laws.
MODIFICATIONS
Subject to the restrictions in this Section 10 (Modifications), KTGROUP may modify these Terms or any Supplemental Terms. If KTGROUP modifies these Terms or any Supplemental Terms, it shall provide prior written notice (“Modification Notice”) to the Client of such modifications at least 30 days prior to the effective of the modifications. If the modifications adversely affect the Customer and the Customer does not wish to accept such modifications, the Customer may terminate the Customer’s subscription to the affected Service by notice to KTGROUP, subject to the terms of this Section 11 (Modifications).
If the Modification Notice provides that the modifications will be effective upon the commencement of a Renewal Subscription Term, an upgrade to the level of the Service purchased by the Customer, or the purchase of an additional Service by the Customer, the modifications will become effective for ALL Services affected by the changes after such upgrade, renewal of Service or purchase of an additional Service. Customer may avoid the applicability of the changes only by canceling Customer’s subscription renewal prior to the start of the Renewal Subscription Term or by choosing not to upgrade or purchase additional Service(s).
If the Modification Notice provides that the modifications will be effective during the then-current Subscription Term, Customer may terminate the subscription to the affected Service at any time within 30 days after the date of the Modification Notice. Customer’s termination shall be effective on the later occurrence between (i) the date Customer delivers notice of termination, or (ii) the date the applicable modifications become effective, provided that KTGROUP continues to provide the Services to Customer necessary to manage a reasonable transition to another supplier, not to exceed 60 days, at KTGROUP’s current prices for Services subscribed to by the Client. If Customer terminates a Service subscription pursuant to this Section 10(c) (Modifications), Customer will be entitled to a prorated (prorata) refund of any Service subscription amounts already paid for the terminated Service for the unused portion of the Subscription Term. For clarity, the subscription prices for the Service do not include any installation, activation, time and material fees, Professional Service charges, or other Expenses incurred in connection with the Services or KTGROUP Professional Services. Notwithstanding the foregoing, if Customer elects to terminate during Customer’s Initial Subscription Term by virtue of the Modification Notice, Customer will be refunded any activation fees.
If Customer does not terminate the affected Service subscription as specified in this Section 10 (Modifications), Customer will be bound by the modified terms initiated on the effective date set forth in the Modification Notice.
EXCLUSION OF CERTAIN CLAIMS; LIMITATION OF LIABILITY
Exclusion of Certain Claims. Neither Party shall be liable to the other Party or any other party for any consequential, indirect, special, punitive, incidental, exemplary, or lost damages of any nature, foreseeable or unforeseeable, including damages for loss of data, goodwill, investments, use of money or use of facilities, interruption in the use or availability of data, stoppage of other work, or deterioration of other assets, even if advised of the possibility of such damages, arising out of (i) performance/performance or non-performance/performance of the Agreement or products, software, or services provided under the Agreement (ii) any claim, cause of action, breach of contract, indemnity, or any express or implied warranty, misrepresentation, negligence, strict liability, or other tort. The foregoing sentence shall not apply to cases of gross negligence or willful misconduct, a Party’s breach of its confidentiality obligations set forth in Section 8 (Confidential Information), or a Party’s indemnification obligations set forth in Section 10 (Indemnification).
Limitation of Liability. Except in cases of gross negligence or willful misconduct, a Party’s aggregate liability shall not exceed the amounts paid or to be paid by the Client to KTGROUP under the Agreement in the period of the 12 months immediately preceding the event giving rise to the claim. The preceding sentence does not apply to a Party’s indemnification obligations set forth in Section 10 (Indemnification), Customer’s obligations to pay amounts and expenses when due and payable, failure to comply with the acceptable use policy by Customer, Customer’s Affiliates, or Authorized Users, or any infringement or misappropriation by a Party of any Intellectual Property rights of the other Party.
Limitation of Liability. Except with respect to claims of infringement or misappropriation of any Intellectual Property, misuse of Confidential Information or Personal Information, or Customer’s failure to pay amounts due, neither Party may assert any claim under the Agreement if more than two years have elapsed after the events giving rise to the claim.
General. Customer agrees that these exclusions and limitations apply even if the remedies are insufficient to cover all loss or damage to Customer, its Affiliates, or Authorized Users. Customer agrees that without these limitations, the price charged for the Services would be significantly higher. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply and the Parties may have additional rights.
GENERAL PROVISIONS
List of the Parties; Non-Professional Tax Opinions or Advice. This Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the Parties. Distributors and other business partners of KTGROUP are independent of KTGROUP and are not agents of KTGROUP. The Client acknowledges and agrees that KTGROUP does not provide tax or legal advice, including legal opinions, tax opinions, or tax management advice specific to the facts and circumstances of the Client’s business. The Client should audit and seek qualified professional legal, tax or accounting advice.
Third-Party Applications. KTGROUP is not responsible for or in any way endorses any Third Party Applications or websites linked to the KTGROUP website or KTGROUP Services. “Third-Party Applications” means computer programs and other technologies that are provided or made available to Customer by third parties.
Advertising. Neither Party shall issue any public statement regarding the agreement without the prior written consent of the other Party. Unless the other Party has specifically notified the other Party in writing, either Party may include the other Party’s name or logo on customer or supplier lists.
Other Technologies or Services; Changes. Customer acknowledges and agrees that Customer has not relied on any future availability of service offerings, technology, or enhanced or updated enhancements or functionality and that the Services do not include any audit support.
Governing Law; Jurisdiction and Venue. The Agreement shall be governed by the laws of the Federative Republic of Brazil, without regard to any laws, treaties, or conflicts of laws that apply the law of any other jurisdiction. For any claims or causes of action arising out of the Agreement, the Parties consent to the exclusive jurisdiction and jurisdiction of the state and federal courts located in the City of São Paulo, State of São Paulo, Brazil.
Equitable Measures. Each Party acknowledges that damages may be an inappropriate measure if the other Party or the Authorized Users breach their obligations under the Agreement and each Party shall be entitled, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar guarantee.
Force majeure. Neither Party shall be liable for failures or delays in performance caused by circumstances beyond its reasonable control, including an earthquake, storm, or other act of God or force majeure event; labor conflicts; electrical, telecommunications, or other utility failures; Embargoes; disturbance of public order; acts of government; or acts of terrorism or war. A Party seeking to obtain a waiver of the performance embodied in this Section shall (i) notify the other Party as soon as practicable, (ii) use all commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable after the circumstances cease. If the failure or delay continues for more than 30 days, the other Party may, at its discretion, terminate this Agreement. This termination shall not result in any liability by either Party, except that if Customer terminates this Agreement due to KTGROUP’s fault, KTGROUP will provide a prorated (pro rata) refund for the Services already paid for that have not been used by the date of termination.
Notifications. KTGROUP will communicate announcements of general interest by email or by posting on its website or in the Client area. KTGROUP will provide the Client with legal notices by email, post or courier to the address provided by the Client. Customer shall immediately notify KTGROUP if Customer’s address for notification changes. Except as otherwise provided in the Agreement, all notices must be in writing, with account notices and legal notices sent to financeiro@ktgroup.com.br
Successors and Assignments. Either Party may assign the Agreement without the consent of the other Party to an entity acquiring all or most of its assets or is an Affiliate of the assigning Party, provided, however, that (i) the assigning Party shall notify the other Party of the assignment, (ii) the assignee shall agree in writing to be bound by the Agreement, and (iii) the non-assigning Party may prohibit the assignment to a competitor. Except as noted above, neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed, and any attempt to assign the Agreement other than as provided in these Terms shall be null and void. The Agreement shall bind and inure to the benefit of each Party’s successors and permitted assigns.
Severability of Provisions. If any provision of the Agreement is found by any court to be invalid or unenforceable, then, to the maximum extent permitted by law, that provision shall be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of the Agreement shall remain in full force and effect.
Resignation. No waiver of any provision of the Agreement, nor a Party’s consent to the breach or deviation of any provision of the Agreement shall in any event be binding or effective against such Party, unless it is in writing and signed by that Party, and then the waiver shall be effective only in the specific case and for the purpose for which it was given.
Entire Agreement. The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, agreements or understandings, written, electronic or oral, between the Parties with respect thereto. Except as specified in Section 10 (Modifications), the Agreement may not be modified or amended except by written instrument signed by both Parties. Customer’s standard purchase terms (including Purchase Proposal), if any, are inapplicable. Except to the extent expressly specified otherwise, if there is any conflict between these Terms and any of the other documents in the Agreement, the following order of precedence applies: (i) any addendum between the Parties, (ii) Proposal, (iii) the SOW, (iv) the Supplemental Terms of Service, and (v) these Terms.
PURCHASE THROUGH DISTRIBUTORS. The following section only applies to Customers who purchased the Services through a Distributor. “Distributor” means an entity that KTGROUP has authorized as a distributor or reseller of the KTGROUP Services. For clarity, this Section 13 (Purchase through Distributors) does not apply if Customer does not purchase the Services through a Distributor.
Distributors. “Distributor Agreement” means the order, contract, or other document between Customer and a Distributor for Customer’s purchase of Services. Any terms that apply to Customer’s use of the Services when purchased from a Distributor are set forth in this Section 14 (Purchase Through Distributors). In the event of a conflict between the provisions of these Terms and the Distribution Agreement, the provisions of these Terms shall prevail. If a Distributor has granted the Customer any rights that KTGROUP does not directly grant to the Customer in these Terms or that conflict with these Terms, the Customer’s sole remedy with respect to such rights is against the Distributor.
Subscriptions through a Distributor. If Customer ordered the Services through a Distributor, the Subscription Term will begin on the Effective Date and will expire, renew and terminate in accordance with the terms of the Distributor Agreement.
Purchases through a Distributor. If Customer ordered Services through a Distributor, the billing, payment, and termination sections of these Terms may not apply to Customer and Customer’s billing and payment rights and obligations will be governed by the Distributor Agreement. However, if the Distributor from whom the Customer purchased the Services fails to pay KTGROUP any amounts due in connection with the Customer’s use of the Services, KTGROUP may suspend the Customer’s Account, with or without notice to the Customer. The Client agrees that the Client’s remedy in the event of such suspension is solely against the Distributor and that KTGROUP is not liable to the Client in any way for such suspension.
SOCIAL RESPONSIBILITY. KTGROUP conducts its activities in a socially responsible manner, so that: (a) it does not employ or hire children and/or minors in violation of current labor legislation, in any activity related to the provision of its services, and that it complies with all applicable rules and laws in all material aspects; (b) does not employ slave, forced, child or adolescent labor in its production chain; (c) manages its activities in an environmentally responsible manner, in order to identify any environmental impacts arising from its activities, seeking to minimize negative impacts and expand positive impacts and that KTGROUP is committed to maintaining and improving environmental conditions; (d) makes permanent investments in the development of reliable products and services that minimize the risks of harm to the health and safety of users and the community in general; and (e) requires its suppliers, partners and subcontractors to also comply with applicable legislation, including laws related to labor and environmental matters.
ANTICORRUPTION. KTGROUP declares that it will not practice any act that constitutes a violation of Brazilian anti-corruption rules. KTGROUP will not pay, nor will it promise to give anything of value, in any capacity, directly or indirectly, to any government official, member or employee of any political party and/or person exercising public function, with the aim of influencing an action or decision that may interfere with the obtaining or retention of business and/or advantages for the Client and/or its Affiliates. In turn, the Client declares that it does not wish to receive and will not request from KTGROUP any service or act that constitutes, or that may constitute a violation of the above. KTGROUP declares that none of its employees allocated to the Client are government officials or officials and/or persons in public office.
SUPPLEMENTAL TERMS OF SERVICE. The supplemental terms and conditions (“Supplemental Terms”) available at https://www.KTGROUP.com/br/legalapply to the use of those Services that Customer has purchased.

SUPPLEMENTAL TERMS

These KTGROUP Supplemental Terms of Service (the “Supplemental Terms”) apply to the Services specified in the Client Order Document. These Supplemental Terms are in addition to, and incorporate, by reference, the KTGROUP Terms and Conditions of Service available at https://www.KTGROUP.com/br/legal (the “Terms”). Capitalized terms not defined in these Supplemental Terms have the meaning ascribed to them in the Terms.

TAXFYThe Taxfy Services shall apply the following terms:
Definitions.” “Taxfy Services” means KTGROUP’s Services of big data analytics, management, storage and retrieval of tax documents for the Client.
KTGROUP’s Responsibilities. KTGROUP will retrieve the Documents available in the system of the applicable tax authorities, in addition to reading and storing documents made available by the Client. The Service retains copies of Documents during the Subscription Term.
Customer Responsibilities. The Customer must provide a model A1 digital certificate for access to the applicable tax authorities and confirm the configuration of the system before activation.
Calculation of Taxfy Documents. The fees for using Taxfy’s services are based on the amount of Documents used by the Client in the Taxfy Service.
ONERGYThe Onergy Services shall apply the following terms:
Definitions.

“Onergy Services” means KTGROUP’s Services for process design and automation and creation of web or app solutions for the Client.

KTGROUP’s Responsibilities. KTGROUP will maintain the platform and structure for the management, creation and maintenance of processes during the Subscription Term.
Customer Responsibilities. The Client understands that the Onergy Service depends on the Client’s maintenance of its information in the processes created so that the flows are carried out and data collected and presented in the dashboard.
Onergy utilization calculation. Fees for the use of Onergy services are based on the number of users and processes used by the Customer in the Onergy Service.
DOCSIAThe DocsIA Services shall apply the following terms:
Definitions.

“DocsIA Services” means KTGroup’s Services for the management, storage, reading and layering of documents for the Client through Artificial Intelligence.

KTGroup Responsibilities. KTGroup will read, stratify and store documents made available by the Client. The Service retains copies of Documents during the Subscription Term.
Customer Responsibilities. The Client understands that the DocsIA Service depends on its availability of documents on the platform, whether by upload, Email or API.
Calculation of Taxfy Documents. Fees for using DocsIA services are based on the amount of Documents used by Customer in the DocsIA Service.