PRIVACY STATEMENT

Use of Customer Data

KTGROUP may retain, use and disclose Customer Data only to:
(i) fulfill its obligations under the Agreement;
(ii) respond to support requests;
(iii) for internal business purposes in order to maintain, evaluate, develop and improve the Services; or
(iv) comply with Applicable Laws.

Customer Data and the Customer’s Confidential Information do not include personal information related to an employee or other Customer representative that is collected or received by KTGROUP for purposes related to hiring, using, or paying for the Services (for example, names and email addresses of the Customer’s account representatives and its accounting department). KTGROUP’s use of such employee or other representative’s personal information 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 set forth in the Agreement.

Aggregated Data

KTGROUP may create, generate and use Aggregated Data for any lawful purpose. “Aggregated Data” means de-identified and anonymized data derived from the data of various KTGROUP customers (including Customer Data) for the purpose of presenting such information in summary form (for example, price index numbers are aggregated, in contrast to the price of a single commodity). Aggregated Data does not include any Personal Information related to the Customer, the Customer’s customers, Authorized Users or other customers, or any other information that could reasonably identify or relate to a natural person.

Protection of Customer Data, Personal Information and Confidential Information

Each Party is responsible for complying with Applicable Laws, including applicable data protection legal requirements, for purposes of the Agreement. To the extent commercially reasonable, KTGROUP will implement and maintain technical, administrative, physical safeguards and security methods to prevent any unauthorized disclosure, access to, or publication of Customer Data, Confidential Information or Personal Information. KTGROUP will implement and maintain, to a commercially reasonable extent, appropriate technical, administrative and physical safeguards and security methods designed to prevent any unauthorized release, access or publication of Customer Data, Confidential Information or Personal Information.

KTGROUP will implement processes and maintain procedures designed to comply with Applicable Laws and will facilitate the Customer’s data security obligations with respect to Personal Information in KTGROUP’s possession or control to the extent the Customer is required to comply with the following: (i) the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados Pessoais – Law No. 13.709/18); (ii) the Brazilian Internet Civil Framework (Marco Civil da Internet – Law No. 12.965/2014); (iii) any other existing or future Applicable Laws; and (iv) amendments and successors to the aforementioned laws.

The Agreement and the Documentation are the Customer’s instructions for processing Customer Data, and KTGROUP will not process Customer Data for any other purpose. KTGROUP may use subcontractors to facilitate its obligations under this Agreement and KTGROUP will be responsible for the acts and omissions of such subcontractors with respect to this Agreement as if they had been performed by KTGROUP. KTGROUP will use commercially reasonable efforts to ensure that such subcontractors implement and comply with reasonable security measures for handling Customer Data, Personal Information or the Customer’s Confidential Information.

Data Transfers

KTGROUP may process Customer Data using servers or cloud services located inside or outside Brazil, including the use of third-party services for KTGROUP. 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 Customer Data secure and confidential.

Notice

KTGROUP will notify the Customer as soon as reasonably possible and within 72 hours after KTGROUP’s confirmation of any unauthorized access, use or disclosure of any Customer Data, Customer Confidential Information or Personal Information under KTGROUP’s control. KTGROUP will provide the Customer with information relating to such incident as required by Applicable Laws or as reasonably requested by the Customer to enable the Customer to comply with its obligations under Applicable Laws. KTGROUP will use commercially reasonable efforts to: (i) identify the cause of the incident; and (ii) remedy the cause of the incident within KTGROUP’s systems to the extent such remediation is within KTGROUP’s reasonable control.

SERVICE SUSPENSION AND DISPUTES

General

KTGROUP will make a good-faith effort to contact and provide prior notice to the Customer before any suspension. Where reasonably practicable under the circumstances, KTGROUP will seek to work with the Customer to resolve any circumstances that may give rise to KTGROUP’s suspension rights, which include, without limitation: (i) a significant risk to the security or performance of the Services, the network, or any other KTGROUP Customer or business partner; (ii) use of the Services in violation of the Agreement; (iii) the Customer ceasing to operate in the normal course of business, making an assignment for the benefit of creditors or similar disposition of its assets, or becoming the subject of any bankruptcy, judicial reorganization, liquidation, dissolution or similar proceeding that is not resolved within 60 days of the filing; or (iv) the Customer being in default of its payment obligations for any undisputed amounts. Unless otherwise agreed in writing, payment will be considered delinquent if not received within 15 days after the due date stated on an invoice.

KTGROUP acknowledges that suspending the Customer’s right to access or use some or all of the Services is a significant measure and, therefore, KTGROUP will not exercise this remedy except in good faith and as necessary to address the issue giving rise to KTGROUP’s right to suspend the Services. KTGROUP will also seek other, less drastic measures where appropriate, including working with the Customer to isolate the problem and escalating unresolved issues to senior management of both the Customer and KTGROUP. KTGROUP will not delete any Customer Data during a suspension period.

Effect of Suspension

If KTGROUP suspends the Customer’s ability to access the Services:
(i) the Customer remains responsible for all payments and charges, including for any Services to which access is maintained, if any; and
(ii) the Customer is not entitled to any compensation or credits for any suspension period, unless the suspension is due to KTGROUP’s error or omission.

Payment Disputes

Any Customer dispute regarding payments must be reported in writing to KTGROUP’s finance department at financeiro@KTGROUP.com or to the Customer’s account representative within 30 days from the invoice date that gave rise to the dispute. KTGROUP will not exercise its suspension or termination rights or charge interest on late payments if the Customer reasonably and in good faith disputes the applicable charges and provides reasonable cooperation in resolving the dispute.

TERM AND TERMINATION

Agreement Term

The term of the Agreement (the “Term”) starts 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

During the Term, the Customer may purchase subscriptions for one or more Services. The effective period 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 KTGROUP enters the Customer’s Proposal into KTGROUP’s billing system, or (2) an alternative date mutually agreed in writing by the Parties.

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 Service subscription will automatically renew for an additional one-year period (a “Renewal Subscription Term”), unless (a) the 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 the Customer at least 90 days prior to the relevant expiration date.

Customers must send non-renewal or termination notices to financeiro@KTGROUP.com. KTGROUP will send the Customer an invoice before the next Renewal Subscription Term.

Updated or Additional Service Subscriptions

If the Customer upgrades any Service subscription during a Subscription Term, the Subscription Term for the upgraded Service will be coterminous with the then-current Subscription Term. In case of an upgrade, KTGROUP will invoice the Customer the applicable upgrade amount in effect, plus an amount corresponding to the difference between the original Service fee and the updated Service fee.

If the Customer subscribes to an additional Service, the Subscription Term for that Service will begin on the Effective Date for that Service and the Customer will be invoiced separately for the applicable subscription and annual fees 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 such breach is curable, fails to cure it within 30 days from the date of the breach notice; or
(ii) if the other Party ceases to operate in the ordinary course of business, 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 of its commencement.

Consequences of Termination for Breach or Cause

If the Customer terminates the Agreement or any Service due to KTGROUP’s material breach, KTGROUP will refund to the Customer a prorated amount of any Service subscription fees already paid (excluding any activation fees or other one-time charges) 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 rights granted to the Customer under the Agreement will immediately cease (except for those that by their nature survive termination);
(ii) except as set forth in Section 6(d) (Termination for Breach or Cause), the Customer will remain responsible for all amounts, charges, expenses and any other obligations the Customer has incurred during its subscription;
(iii) if requested by the other Party, each Party will promptly return or, if so instructed, destroy the other Party’s Confidential Information in its possession or control, except for that contained in automated computer backups; and
(iv) KTGROUP will destroy or overwrite Customer Data and Personal Information within a reasonable period, subject to Section 6(g) (Return and Retention of Data) and KTGROUP’s data backup and retention policies, which remain subject to the confidentiality provisions of these Terms.

If this Agreement or any Service is terminated before completion of one or more SOWs, such termination will not affect the continuation of any such SOW if the SOW provides for a longer term. All provisions that by their nature survive termination will remain in effect (including, by way of example and not limitation, payment obligations, indemnity and defense obligations, and confidentiality obligations).

Return and Retention of Data

Upon the Customer’s request received within a maximum of 30 days after termination of this Agreement, KTGROUP will provide the Customer with an export file of Customer Data stored in KTGROUP’s systems, in a format commonly used by KTGROUP. To comply with certain tax audit requirements, KTGROUP may retain some Customer Data, provided that such retained Customer Data remains subject to the confidentiality provisions herein while it is kept.

PAYMENTS AND TAXES

Payments

The Customer will pay all amounts specified in each Proposal. The Customer may be invoiced based on the Proposal and usage-based pricing. Unless otherwise specified in these Terms or in a Proposal: (i) fees are calculated and payable in Brazilian Reais; and (ii) payment obligations are non-cancelable and fees paid are non-refundable. Unless otherwise specified in a Proposal, KTGROUP will invoice the Customer for any renewals, upgrades, overages and additional Services purchased.

Overages

If the Customer exceeds the number of Documents stated in its Proposal, the Customer will pay the charges for overage Documents. Overage fees will be charged according to the criteria specified in the Proposal and, for any Renewal Subscription Term, KTGROUP’s then-current overage pricing will apply at the time of renewal. The Customer may request an upgrade of its subscription level at any time by sending an email to financeiro@KTGROUP.com.

Subscription Plans

The Customer’s subscription plan for the Services is specified in the applicable Proposal. The Customer may not reduce its commitment under the Service subscription plan specified in the Proposal during the Subscription Term of that Service. The Customer is not entitled to any refund of amounts paid or cancellation of amounts due if the volume of Services actually used is less than the volume contracted, and the Customer may not carry over any unused volume to the Customer’s next Subscription Term.

If the Customer wishes to reduce the volume of a Service subscription plan, the 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

The Customer is responsible for any applicable taxes, including, without limitation, taxes arising from any sales, use, contributions, value-added or similar taxes (collectively, “Taxes”) payable in connection with the Customer’s Service order or KTGROUP Professional Services, as determined by any local, state, municipal, federal or foreign jurisdiction. Unless expressly stated otherwise in any Proposal, all fees, rates and estimates exclude 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 relative to KTGROUP’s then-current pricing, which will not exceed the General Market Price Index (Índice Geral de Preços do Mercado – “IGPM”) for the preceding calendar year and will take effect from the first day of each Renewal Subscription Term.

CONFIDENTIAL INFORMATION

Confidential Information

“Confidential Information” means all information designated by a Party as confidential, or that, given the circumstances, would reasonably be understood by the receiving Party to be confidential, and that 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 the Customer, all Customer Data and Personal Information, and with respect to both Parties, all information relating to business plans, customers and customer lists, data, designs, financial information, forecasts, Inventions, know-how, methods, market analyses, 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 can demonstrate:
(i) (except with respect to Personal Information) becomes publicly available without the receiving Party’s breach of any obligation owed to the disclosing Party;
(ii) has been lawfully 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 first receipt 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 judicial or administrative order requires the receiving Party to disclose any of the disclosing Party’s Confidential Information (“Disclosure Order”), then, unless otherwise prohibited by the Disclosure Order, the receiving Party will promptly notify the disclosing Party in writing before making such disclosure, in order to facilitate the disclosing Party’s efforts to protect its Confidential Information. After such notice, the receiving Party will 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 the disclosing Party’s consent, 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 hereunder, the portion of Confidential Information that it is legally required to disclose and 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 must maintain Confidential Information in strict confidence and must not directly or indirectly disclose Confidential Information to any third party, except as otherwise permitted by these Terms.

The receiving Party may disclose Confidential Information to an employee, advisor or consultant (“Representatives”) who needs such access in order to fulfill the receiving Party’s obligations under the Agreement, provided that the receiving Party: (i) ensures that such Representatives are bound by a written agreement that is at least as protective as these Terms; and (ii) accepts full responsibility for the Representatives’ use of the Confidential Information. The receiving Party must protect Confidential Information from unauthorized access and disclosure with at least the same degree of care it uses to protect its own Confidential Information, but in no event with less than a reasonable standard of care, and must refrain from reverse engineering, decompiling or disassembling any Confidential Information.

WARRANTIES

Mutual Warranties

Each Party represents and warrants to the other Party that:
(i) it has the authority to enter into this Agreement and to perform its obligations hereunder;
(ii) the Agreement does not conflict with any other agreement entered into by such Party; and
(iii) it does not conduct business for any unlawful purpose.

KTGROUP Warranties

KTGROUP provides the following warranties for the Services:

KTGROUP warrants to the Customer that:
(a) the KTGROUP Technology KTGROUP provides to the Customer will perform in all material respects in accordance with the then-current Documentation;
(b) KTGROUP will use commercially reasonable efforts, using then-current versions of commercially available antivirus software, to ensure that the KTGROUP Technology provided to the 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 industry professional standards; and
(d) KTGROUP will not materially reduce the Services or their features or functionality during the Subscription Term (provided, however, that KTGROUP may discontinue Services or features or functionality upon expiration of a Subscription Term by providing the Customer with at least 90 days’ prior written notice).

KTGROUP does not warrant that KTGROUP Technology is free of defects, errors or omissions.

If KTGROUP fails to comply with any of the warranties in this Section 9(b) (KTGROUP Warranties) and KTGROUP does not make the KTGROUP Technology or KTGROUP Professional Services conforming within 30 days after the Customer notifies KTGROUP of the non-conformity, then, as the Customer’s sole and exclusive remedy for any such non-conformity, the Customer may terminate the Agreement upon immediate notice to KTGROUP, and KTGROUP will refund to the Customer a prorated amount of:
(1) any prepaid Service subscription fees applicable to the unused portion of the Subscription Term of the terminated Service, excluding, for clarity, implementation of any activation (except where such non-conformity occurred in the Customer’s Initial Subscription Term) or any other fees or expenses; and
(2) any amounts paid for non-conforming KTGROUP Professional Services.

The warranties set forth in this Section 9(b) (KTGROUP Warranties) do not apply to the extent the Services, systems, software or KTGROUP Professional Services have been modified by persons other than KTGROUP employees or persons authorized by KTGROUP. The warranties under the Agreement are for the Customer’s exclusive benefit and do not extend to any other person or entity.

Customer Warranties

The Customer represents and warrants that:
(i) the information provided by the Customer in connection with the Services, including billing information, is current, accurate and complete; and
(ii) the Customer is not listed in any credit reporting agency lists that compile information on bad debt, such as Serviço de Proteção ao Crédito (“SPC”) or Centralização de Serviços dos Bancos (“SERASA”).

Disclaimer of Implied Warranties

Except as expressly provided in the Agreement, the Services are provided “as is” and “as available,” and neither Party makes any warranties of any kind, whether 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 Supplementary Terms. If KTGROUP modifies these Terms or any Supplementary Terms, it will provide prior written notice (“Modification Notice”) to the Customer of such modifications at least 30 days before the modifications become effective. If the modifications adversely affect the Customer and the Customer does not wish to accept such modifications, the Customer may terminate its subscription for the affected Service by notifying KTGROUP, subject to the terms of this Section 10 (Modifications).

If the Modification Notice states that the modifications will take effect upon the start of a Renewal Subscription Term, an upgrade to the level of 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 upon such upgrade, Service renewal or purchase of an additional Service. The Customer may avoid the applicability of such changes only by canceling renewal of its subscription before the start of the Renewal Subscription Term or by choosing not to upgrade or purchase additional Service(s).

If the Modification Notice states that the modifications will take effect during the then-current Subscription Term, the Customer may terminate its subscription to the affected Service at any time within 30 days from the date of the Modification Notice. The Customer’s termination will become effective on the later of: (i) the date on which the Customer delivers the termination notice; or (ii) the date on which the applicable modifications become effective, provided that KTGROUP continues to provide the Customer with the Services necessary to manage a reasonable transition to another provider, not exceeding 60 days, at KTGROUP’s current prices for Services subscribed by the Customer.

If the Customer terminates a Service subscription in accordance with this Section 10(c) (Modifications), the Customer will be entitled to a prorated refund of any Service subscription amounts already paid for the terminated Service for the unused portion of the Subscription Term. For clarity, Service subscription fees do not include any installation fees, activation fees, time and materials, Professional Services charges or other Expenses incurred in connection with the Services or KTGROUP Professional Services. Notwithstanding the foregoing, if the Customer chooses to terminate during its Initial Subscription Term as a result of the Modification Notice, the Customer will be refunded any activation fees.

If the Customer does not terminate the affected Service subscription as set forth in this Section 10 (Modifications), the Customer will be bound by the modified terms as of the effective date specified in the Modification Notice.

EXCLUSION OF CERTAIN CLAIMS; LIMITATION OF LIABILITY

Exclusion of Certain Claims

Neither Party will be liable to the other Party or to any other party for any consequential, indirect, special, punitive, incidental or exemplary damages, or for any lost profits of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill, investments, use of money or use of facilities, interruption of use or availability of data, work stoppage or deterioration of other assets, even if advised of the possibility of such damages, arising out of:
(i) the performance/non-performance of the Agreement or of 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 preceding sentence does not apply to cases of gross negligence or willful misconduct, breach by a Party 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 will not exceed the amounts paid or payable by the Customer to KTGROUP under the Agreement during the 12-month period immediately preceding the event that gave rise to the claim. The preceding sentence does not apply to a Party’s indemnification obligations set forth in Section 10 (Indemnification), the Customer’s obligations to pay amounts and Expenses when due and payable, any breach of the Acceptable Use Policy by the Customer, the Customer’s Affiliates or Authorized Users, or any infringement or misappropriation by a Party of any Intellectual Property rights of the other Party.

Limitation Period

Except with respect to claims of infringement or misappropriation of any Intellectual Property, misuse of Confidential Information or Personal Information, or the Customer’s failure to pay amounts due, neither Party may bring any claim related to the Agreement if more than two years have elapsed after the events giving rise to such claim.

General

The Customer agrees that these exclusions and limitations apply even if the remedies fail to fully compensate the Customer, its Affiliates or Authorized Users for their losses or damages. The Customer agrees that, absent such 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

Relationship of the Parties; No Professional Tax Advice

This Agreement does not create a partnership, joint venture, agency or fiduciary relationship between the Parties. Distributors and other KTGROUP business partners are independent from KTGROUP and are not KTGROUP’s agents.

The Customer acknowledges and agrees that KTGROUP does not provide tax or legal advice, including legal opinions, tax opinions or tax management consulting specific to the facts and circumstances of the Customer’s business. The Customer should perform audits and seek qualified professional legal, tax advisory or accounting assistance.

Third-Party Applications

KTGROUP is not responsible for and does not in any way endorse any Third-Party Applications or websites linked by KTGROUP’s website or by KTGROUP Services. “Third-Party Applications” means computer programs and other technologies that are provided or made available to the Customer by third parties.

Publicity

Neither Party will issue any public statement about the agreement without the other Party’s prior written consent. Unless either Party has specifically notified the other Party in writing otherwise, either Party may include the other Party’s name or logo in customer or supplier lists.

Other Technologies or Services; Changes

The Customer acknowledges and agrees that it has not relied on any future availability of service offerings, technology or enhanced or updated features or functionality and that the Services do not include any audit support.

Governing Law; Jurisdiction and Venue

The Agreement will be governed by the laws of the Federative Republic of Brazil, without regard to any law, treaty or conflict-of-law rule that would apply the law of any other jurisdiction. For any claims or causes of action arising out of the Agreement, the Parties agree to the exclusive jurisdiction and venue of the state and federal courts located in the city of São Paulo, State of São Paulo, Brazil.

Equitable Relief

Each Party acknowledges that damages may be an inadequate remedy if the other Party or its Authorized Users breach their obligations under the Agreement, and each Party will be entitled, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.

Force Majeure

Neither Party will be liable for failures or delays in performance caused by circumstances beyond its reasonable control, including earthquake, storm or other act of God or force majeure; labor disputes; electrical, telecommunications or other utility failures; embargoes; civil disturbances; acts of government; or acts of terrorism or war.

A Party seeking relief under this Section must (i) notify the other Party as soon as reasonably possible, (ii) use commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as possible 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. Such termination will not result in any liability for either Party, except that, if the Customer terminates this Agreement due to KTGROUP’s failure, KTGROUP will provide a prorated refund of Services already paid and not used as of the termination date.

Notices

KTGROUP will communicate general-interest announcements by email or by posting on its website or within the Customer area. KTGROUP will provide the Customer with legal notices by email, mail or courier to the address provided by the Customer. The Customer must promptly notify KTGROUP if its notice address changes. Unless otherwise provided in the Agreement, all notices must be in writing, with account and legal notices sent to financeiro@KTGROUP.com.br.

Successors and Assignments

Either Party may assign the Agreement without the other Party’s consent to an entity that acquires all or substantially all of its assets or that is an Affiliate of the assigning Party, provided that: (i) the assigning Party notifies the other Party of the assignment; (ii) the assignee agrees in writing to be bound by the Agreement; and (iii) the non-assigning Party may prohibit assignment to a competitor. Except as set forth above, neither Party may assign its rights or obligations under this Agreement without the other Party’s prior written consent, which may not be unreasonably withheld or delayed, and any attempt to assign the Agreement in a manner other than as provided in these Terms will be null and void. The Agreement will bind and benefit each Party’s successors and permitted assigns.

Severability

If any provision of the Agreement is held invalid or unenforceable by any court, then, to the maximum extent permitted by law, such provision will be deemed modified to the extent necessary to make it enforceable and consistent with the Parties’ original intent, and all other provisions of the Agreement will remain in full force and effect.

Waiver

No waiver of any provision of the Agreement, nor any consent by a Party to a breach or deviation of any provision of the Agreement, will be binding or effective against such Party unless in writing and signed by such Party, and then such waiver will be effective only in the specific instance and for the specific purpose for which it was given.

Entire Agreement

The Agreement constitutes the entire agreement and understanding between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous communications, representations, agreements or understandings, whether 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 a written instrument signed by both Parties. The Customer’s standard purchasing terms (including purchase orders), if any, are inapplicable. Unless expressly stated otherwise, if there is any conflict between these Terms and any other Agreement document, the following order of precedence will apply: (i) any addendum between the Parties, (ii) the Proposal, (iii) the SOW, (iv) any Supplementary Service Terms, and (v) these Terms.

PURCHASE THROUGH DISTRIBUTORS

The following section applies only to Customers that purchase the Services through a Distributor. “Distributor” means an entity that KTGROUP has authorized as a distributor or reseller of KTGROUP Services. For clarity, this Section 13 (Purchase through Distributors) does not apply if the Customer does not purchase the Services through a Distributor.

Distributors

“Distributor Agreement” means the order, contract or other document between the Customer and a Distributor for the Customer’s purchase of Services. Any terms that apply to the Customer’s use of the Services when purchased from a Distributor are set forth in this Section 13 (Purchase through Distributors). In case of conflict between these Terms and the Distributor Agreement, these Terms prevail. If a Distributor has granted the Customer any rights that KTGROUP does not grant directly 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 the Customer has ordered Services through a Distributor, the Subscription Term will start on the Effective Date and will expire, renew and terminate in accordance with the Distributor Agreement.

Purchases through a Distributor

If the Customer has ordered Services through a Distributor, the billing, payment and termination sections of these Terms may not apply to the Customer and the 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 Customer agrees that its remedy in the event of such suspension lies solely against the Distributor and that KTGROUP is not liable to the Customer in any way for such suspension.

SOCIAL RESPONSIBILITY

KTGROUP conducts its activities in a socially responsible manner, such that:
(a) it does not employ or contract children and/or underage individuals in violation of applicable labor laws in any activity related to the provision of its services and complies with all applicable laws and regulations in all material respects;
(b) it does not employ slave, forced, child or adolescent labor in its production chain;
(c) it 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 enhance positive impacts, and KTGROUP is committed to maintaining and improving environmental conditions;
(d) it makes ongoing investments in the development of reliable products and services that minimize the risk of harm to the health and safety of users and the community in general; and
(e) it requires its suppliers, partners and subcontractors to also comply with applicable laws, including laws relating to labor and environmental matters.

ANTI-CORRUPTION

KTGROUP declares that it will not engage in any act that constitutes a violation of Brazilian anti-corruption laws. KTGROUP will not pay or promise to give anything of value, in any form, directly or indirectly, to any government official, member or employee of any political party and/or person exercising a public function, for the purpose of influencing any action or decision that may interfere with obtaining or retaining business and/or advantages for the Customer and/or its Affiliates.

In turn, the Customer declares that it does not wish to receive and will not request from KTGROUP any service or act that constitutes, or may constitute, a violation of the foregoing. KTGROUP declares that none of its employees allocated to the Customer is a government official or employee and/or a person exercising a public function.

SUPPLEMENTARY SERVICE TERMS

The supplementary terms and conditions (“Supplementary Terms”) available at https://www.KTGROUP.com/br/legal apply to the use of those Services that the Customer has purchased.

SUPPLEMENTARY TERMS

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

TAXFY

The following terms apply to the Taxfy Services:

Definitions

“Taxfy Services” means KTGROUP’s big data analytics, management, storage and retrieval services for tax documents for the Customer.

KTGROUP Responsibilities

KTGROUP will retrieve Documents available in the applicable tax authority systems, as well as read and store documents made available by the Customer. The Service retains copies of Documents during the Subscription Term.

Customer Responsibilities

The Customer must provide an A1-type digital certificate for access to the applicable tax authorities and confirm the system configuration prior to activation.

Calculation of Taxfy Documents

Usage fees for Taxfy Services are based on the number of Documents used by the Customer in the Taxfy Service.

ONERGY

The following terms apply to the Onergy Services:

Definitions

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

KTGROUP Responsibilities

KTGROUP will maintain the platform and infrastructure for the management, creation and maintenance of processes during the Subscription Term.

Customer Responsibilities

The Customer understands that the Onergy Service depends on the Customer’s maintenance of its information in the processes created so that workflows are carried out and data is collected and presented on the dashboard.

Onergy Usage Calculation

Usage fees for Onergy Services are based on the number of users and processes used by the Customer in the Onergy Service.

DOCSIA

The following terms apply to the DocsIA Services:

Definitions

“DocsIA Services” means KTGROUP’s Services for document management, storage, reading and stratification for the Customer through Artificial Intelligence.

KTGROUP Responsibilities

KTGROUP will read, stratify and store documents made available by the Customer. The Service retains copies of Documents during the Subscription Term.

Customer Responsibilities

The Customer understands that the DocsIA Service depends on the Customer making documents available on the platform, whether by upload, email or API.

Calculation of DocsIA Documents

Usage fees for DocsIA Services are based on the number of Documents used by the Customer in the DocsIA Service.

WEBSITE PRIVACY POLICY

Definitions

The terms have the following meanings:

“KTGroup” means KTGroup Tecnologia Ltda.

KTGroup is committed to protecting the privacy of individuals whose personal data we collect (“you” or “your”). KTGroup may collect personal data from individuals who register to use KTGroup’s services, applications and programs (“Services”), visitors to our website, individuals who request information, prospective customers and event participants.

This Privacy Policy describes how KTGroup (“KTGroup” or “we”) collects, uses and discloses personal data and the choices KTGroup offers regarding the collection and use of personal data.

Personal Data Collected

Data Collected from You

KTGroup collects personal data directly from you, for example, when you inquire about one of KTGroup’s Services or from your interactions with our website, products or Services. Details include:

Contact details. When you inquire about our services, register for an event or webinar, download content such as white papers, or start a live chat, we may collect your contact details, such as name, company, address, telephone number, fax number and email address. If your company uses the Services and we provide you with an account, we may collect your name, email address and associated IP address as part of your company’s use of the Services.

Account creation. When you create an account with us through our website, we may collect your contact details and a password.

Billing data. When you purchase Services or register to attend an event, we may collect billing and payment information.

Device and usage data. When you use our website or our Services, we may also automatically collect data about your device and about your use and activity on our website and Services. For example, we collect your device’s operating system type, IP address, device identifiers, browser type, device type, domain name, access times and visit duration, among other information.

Data from our mobile applications. When you use our mobile Services, we may collect your contact details, the geographic location of your device, the geographic locations you provide to our Services and geographic areas derived from your IP address. We may also collect information about your invoices, such as mailing addresses, invoice numbers, exemption certificate numbers, item descriptions, quantities and amounts.

Chat data. When you start a live chat, KTGroup collects a record of your interaction with KTGroup’s chat agents.

Cookies and other technologies. When you browse our website, we may use cookies or other technologies to collect data about your device and activities on our website. For more information about the cookies and other technologies we use, the data we collect and your choices, click here.

Personal Data Collected from Other Sources

KTGroup may also collect personal data from other sources, including third parties from whom we purchase data, and we may combine that data with data we already have about you. For example, we may collect personal data from:

Partners. KTGroup may engage in joint marketing activities or event sponsorships with our third-party partners and may collect personal data about you from those activities. We also allow partners to provide KTGroup with referrals of individuals who may be interested in learning more about KTGROUP Services. We rely on our partners to obtain your permission before sharing your personal data with us.

Service providers. KTGroup may also engage third-party service providers who help us understand how our customers are using KTGroup Services.

How We Use Your Personal Data

KTGROUP uses your data to provide and improve the Services that you or your company request, to communicate with you and to advertise to you through third-party publishers.

Providing and improving KTGROUP Services. KTGROUP uses the data you provide, or data we collect when you use our Services, to operate our Services, to provide you or your company with the Service requested and to continuously improve our Service offerings, internal systems, website and processes. We may use your data to authenticate your ability to access and use the Services. We also use your data to detect and prevent fraud, protect the security of our website and Services, and enhance the security of our Services.

Customer support. We may also use data provided by you or collected by third-party service providers or partners on our behalf to troubleshoot issues or provide customer support.

Events. We may also use your data to plan and host corporate events, including online webinars.

Website and communications with you. The KTGROUP website allows you to download exclusive content, complete forms to obtain more details about our services and engage with us through our chat functionality. You may also register to attend online seminars or in-person events. We use this information to provide the materials you request and for follow-up.

APPLICATIONS PRIVACY POLICY

This application is maintained and operated by KTGroup Tecnologia Ltda.

We collect and use certain personal data belonging to users of our application. In doing so, we act as the controller of such data and are subject to the provisions of Federal Law No. 13.709/2018 (Brazilian General Data Protection Law – LGPD).

We take care to protect your personal data and, therefore, provide this Privacy Policy, which contains important information about:

– Who should use our application;
– Which data we collect and what we do with it;
– Your rights regarding your personal data; and
– How to contact us.

Who Should Use Our Application

Our application should only be used by individuals over eighteen years of age. Children and adolescents must not use it.

Data We Collect and Reasons for Collection

Our application collects and uses certain personal data from our users, in accordance with this section.

Personal Data Expressly Provided by the User

We collect the following personal data that our users explicitly provide when using our application:

– Name
– Email
– Business process data

Data is collected at the following times:

– When the user registers on the platform.
– When the user operates business data within the platform.

Data provided by our users is collected for the following purposes:

– So that the user can control their activities.
– So that the user can access the platform.

Personal Data Obtained in Other Ways

We collect the following personal data from our users:

– Geolocation data
– IP address

Data is collected at the following times:

– When the user logs in.
– When the user uses GPS functions on mobile devices.

This data is collected for the following purposes:

– To store geolocated data showing where the user was.
– To store business data provided by the user that is necessary for the business of the company that contracted the platform’s services.

Sensitive Data

We will not collect sensitive data from our users, defined as data set forth in Articles 11 and following of the General Data Protection Law. Thus, we will not collect data on racial or ethnic origin, religious belief, political opinion, trade union membership or membership in a religious, philosophical or political organization, data concerning health or sex life, genetic or biometric data, when linked to a natural person.

Collection of Data Not Expressly Provided

From time to time, other types of data not expressly listed in this Privacy Policy may be collected, provided that they are supplied with the user’s consent or when the collection is permitted based on another legal basis provided by law.

In any case, data collection and the processing activities arising therefrom will be informed to application users.

Sharing Personal Data with Third Parties

We do not share your personal data with third parties. Nevertheless, we may do so to comply with legal or regulatory obligations, or to comply with an order issued by a public authority.

How Long Your Personal Data Is Stored

Personal data collected by the application is stored and used for the period of time necessary to fulfill the purposes listed in this document and taking into account the rights of data subjects, the rights of the application controller and applicable legal or regulatory provisions.

Once the personal data storage periods expire, data is removed from our databases or anonymized, except in cases where storage is possible or required under a legal or regulatory provision.

Legal Bases for Processing Personal Data

A legal basis for processing personal data is nothing more than a legal ground provided by law that justifies the processing. Thus, each personal data processing operation must have a corresponding legal basis.

We process our users’ personal data in the following instances:

– To comply with a legal or regulatory obligation by the controller;
– For the performance of a contract or preliminary procedures related to a contract to which the data subject is a party, at the data subject’s request.

Compliance with a legal or regulatory obligation by the controller.
Some personal data processing operations, particularly data storage, will be carried out so that we can comply with obligations provided in law or other regulatory provisions applicable to our activities.

Performance of a contract.
For the performance of a purchase and sale or service contract eventually entered into between the application and the user, other data related or necessary to its execution may be collected and stored, including the content of any communications with the user.

User Rights

Application users have the following rights under the General Data Protection Law:

– Confirmation of the existence of processing;
– Access to data;
– Correction of incomplete, inaccurate or outdated data;
– Anonymization, blocking or deletion of unnecessary, excessive or unlawfully processed data;
– Data portability to another service or product provider, upon express request, in accordance with the national authority’s regulations, subject to business and industrial secrets;
– Deletion of personal data processed with the data subject’s consent, except in cases provided by law;
– Information about public and private entities with which the controller has shared data;
– Information about the possibility of not providing consent and the consequences of refusal;
– Revocation of consent.

It is important to note that, under the LGPD, there is no right to deletion of data processed based on legal grounds other than consent, unless the data is unnecessary, excessive or processed in breach of the law.

How Data Subjects Can Exercise Their Rights

To ensure that the user who wishes to exercise their rights is indeed the data subject, we may request documents or other information that can assist in their correct identification, in order to safeguard our rights and the rights of third parties. This will only be done if absolutely necessary, and the requester will receive all related information.

Security Measures in Personal Data Processing

We employ technical and organizational measures capable of protecting personal data from unauthorized access and from situations of destruction, loss, misplacement or alteration.

The measures we use take into account the nature of the data, the context and purpose of processing, the risks that a potential breach would pose to users’ rights and freedoms, and the standards currently used in the market by companies similar to ours.

Among the security measures we adopt, we highlight the following:

– Our users’ data is stored in a secure environment;
– We limit access to our users’ data so that unauthorized third parties cannot access it;
– We use SSL (Secure Socket Layer) certificates so that data transmission between users’ devices and our servers occurs in encrypted form;
– We keep records of all those who in any way have contact with our data.

Even though we adopt all efforts within our reach to prevent security incidents, it is possible that problems may occur due solely to a third party – such as in hacker or cracker attacks – or due to the user’s exclusive fault, for example where the user themselves transfers their data to a third party. Thus, although we are generally responsible for the personal data we process, we disclaim responsibility in such exceptional situations over which we have no control.

In any event, if any type of security incident occurs that could create a risk or significant harm to any of our users, we will notify the affected users and the National Data Protection Authority of the incident, in accordance with the General Data Protection Law.

Complaints to a Supervisory Authority

Without prejudice to any other administrative or judicial remedy, personal data subjects who feel in any way aggrieved may file a complaint with the National Data Protection Authority.

Changes to This Policy

This version of this Privacy Policy was last updated on February 1, 2021.

We reserve the right to modify these rules at any time, especially to adapt them to changes made to our application, whether due to the availability of new features or the removal or modification of existing ones.

Whenever a modification occurs, our users will be notified of the change.

How to Contact Us

To clarify any questions about this Privacy Policy or about the personal data we process, please contact our Data Protection Officer through one of the channels below:

Email: lgdp@ktgroup.com.br

Postal Address:
Rua Henri Dunant, 873 – 12th floor
São Paulo – SP
KTGroup Tecnologia.

ACCEPTABLE USE POLICY

Definitions

Bold-lettered terms in this AUP have the following meanings:

“KTGroup” means KTGroup Tecnologia Ltda.

“Customer” means a legal entity that purchases or uses KTGroup services (including professional services).

“KTGroup Technology” means the technology and intellectual property used in providing the products and services offered by KTGroup, including computer programs (software), connectors, websites, networks and equipment. KTGroup Technology does not include third-party applications.

“Malware” means programming (code, scripts, active content and other software) that is designed to disrupt or deny operation, gather or transmit information about a user that leads to loss of privacy or exploitation, or gain unauthorized access to system resources, or otherwise exhibit abusive behavior. Malware includes computer viruses, worms, Trojans, spyware, adware, scareware, crimeware, rootkits and other malicious or unwanted software or programs.

Use of the Services

The Customer may not:

– Interfere or attempt to interfere in any way with the functionality, integrity or proper operation of KTGroup services or KTGroup Technology;
– Upload material to KTGroup services or KTGroup Technology, or use KTGroup Services to store or transmit materials that infringe third-party rights;
– Upload Malware to KTGroup Technology or use KTGroup services to store, transmit or distribute any Malware;
– Interfere or attempt to interfere with any third-party data stored or processed by KTGroup services or KTGroup Technology or attempt to gain unauthorized access to KTGroup services or KTGroup Technology;
– Attempt to probe, scan, penetrate or test the vulnerability of KTGroup Technology systems or network, or attempt to circumvent, avoid or breach KTGroup’s security or authentication measures, whether by passive or invasive techniques or social engineering, without KTGroup’s prior written consent.

Shared Resources

The Customer may not use KTGroup services or KTGroup Technology in a way that unnecessarily interferes with normal operation or that consumes a disproportionate share of KTGroup resources. For example, KTGroup may require the Customer to fix a coding abnormality in the Customer’s integration code if such abnormality causes unnecessary conflicts between use of KTGroup Technology and other customers of KTGroup Technology and services.

The Customer agrees that KTGroup may quarantine or delete any data stored in KTGroup services or KTGroup Technology if such data (i) is infected with any Malware or is corrupted, or (ii) has the potential to infect or corrupt (x) KTGroup Technology or KTGroup services, or (y) third-party data stored or accessed via KTGroup Technology or KTGroup services.

The Customer must comply with any written security or network access requirements that KTGroup provides to the Customer in connection with the use of the services.

Other Networks

When using KTGroup services, the Customer must observe the rules of any networks it accesses or of which it is a participant.

Abuse

The Customer must not use KTGroup services or KTGroup Technology to engage in and/or promote illegal, abusive or irresponsible behavior, including:

– Unauthorized monitoring, access or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or breach security or authentication measures without the express authorization of the system or network owner;
– Interference with service to any user of KTGroup Technology or KTGroup services through a denial-of-service attack;
– Use of an internet account or computer without the owner’s authorization;
– Collecting or using email addresses, names or other screen identifiers without the consent of the identified person (including fraud, internet schemes, password theft, spidering and harvesting techniques);
– Collecting or using information without the information owner’s consent;
– Use of any false, misleading or deceptive information in an email or newsgroup posting related to the TCP/IP packet header;
– Engaging in any conduct that may result in retaliation against KTGroup Technology or employees, officers, directors or agents of KTGroup Affiliates, including engaging in behavior that results in any KTGroup service or service provider being targeted by attacks.

Offensive Content

The Customer must not publish, transmit or store, in or through KTGroup Technology, KTGroup services, technology or any service provider system, any content or links to any content that KTGroup reasonably believes:

– Is obscene;
– Contains violent or hate-based content, or is violent, incites and/or threatens violence;
– Is unfair or deceptive under consumer protection laws of any jurisdiction;
– Is defamatory or violates a person’s privacy;
– Creates a risk to a person’s safety or health, creates a risk to public safety or health, is contrary to applicable law or interferes with a legal investigation;
– Improperly exposes trade secrets or other confidential or proprietary information of another person or entity;
– Is intended to assist others in circumventing technical copyright protections;
– Infringes another person’s or entity’s copyright, trademark or service mark, patent or other proprietary right;
– Is illegal or solicits conduct that is illegal under laws applicable to the consumer or to KTGroup or its Affiliates; or
– Is otherwise malicious, fraudulent or likely to result in retaliation against KTGroup or its Affiliates by viewers or recipients.

Suspension or Termination of Service

If the Customer violates this AUP, KTGroup may suspend or terminate the Customer’s access to and use of KTGroup services. The Customer is not entitled to any credits or other compensation for any service interruption or termination resulting from its violation of the AUP.