TERMS FOR THE OPENING, MAINTENANCE AND CLOSING OF A LEGAL ENTITY PAYMENT ACCOUNT
These Terms are entered into by and between:
TRIO INSTITUIÇÃO DE PAGAMENTO LTDA., a legal entity governed by private law, enrolled with the CNPJ/MF (company tax ID) under No. 49.931.906/0001-19, headquartered at Rua Visconde de Nácar, nº 1.440, Centro, CEP 80410-201, Curitiba, Paraná, hereinafter referred to as “TRIO”; and
On the other side, the CLIENT, defined as the legal entity that contracts TRIO's services and accepts the terms and conditions for the opening, maintenance and closing of a payment account (“Account Opening Terms”) set forth below:
Clause one - Definitions
1.1 The following terms, in the singular or plural, when used within the scope of these Terms, shall have the following meanings:
1.1.1 Client: The legal entity that enters into an agreement with TRIO and/or the holder of a payment account, including the entity that acquires or uses the services, software or solutions provided. The term “Client” includes, depending on the context, the direct contracting party, the BaaS partner, the client linked to the BaaS partner, or any other contracting party.
1.1.2 Payment account: A prepaid payment account linked to the Client and held with Trio Instituição de Pagamento Ltda. It is intended for carrying out financial transactions, such as transfers, deposits and bill payments, as well as for receiving funds, in accordance with applicable regulations.
1.1.3 Agreement: A binding legal document that establishes the rights, obligations, terms and conditions applicable to the provision of the services offered by TRIO.
1.1.4 PIX: The instant payment system established by the Central Bank, which regulates and facilitates payment services related to instant transactions, the term also referring to the instant payment transaction itself carried out within this arrangement.
1.1.5 Commercial Proposal: A document issued by TRIO containing the details of the services and/or products offered, including prices, payment terms, deadlines and other applicable provisions, serving as the basis for formalizing the Agreement.
1.1.6 QR Code: A two-dimensional barcode used to simplify PIX transactions.
1.1.7 Services: The activities, operations and features made available by TRIO to the Client.
1.1.8 Software: The set of programs and applications licensed by TRIO to the Client, including, but not limited to, updates, improvements and other associated features. For the purposes of these Terms, the term “Software” includes platforms commonly known as “internet banking”, as well as the Application Programming Interface (“API”), or any related technological solutions made available by TRIO.
Clause two - Purpose
2.1 The purpose of these Terms is to govern the opening, maintenance and closing of a payment account with TRIO.
2.2 The Table of Services and Fees is an integral and inseparable part of these Terms.
2.3 Special conditions regarding benefits, rewards and bonuses will be addressed in a separate document.
2.4 Enrollment in new services or products not included in the Commercial Proposal may take place upon the CLIENT's request and acceptance of the conditions.
2.5 TRIO may add new services and products, or suspend the offering of any service or product, at any time, without such suspension or discontinuation of any service or product giving rise to any right to compensation for the CLIENT.
Clause three - Use of the payment account
3.1 The payment account is held exclusively by the CLIENT.
3.2 The account's features will be described in the Commercial Proposal.
3.3 Each payment account will have an identification number, which will be provided to the CLIENT at the time of opening.
3.4 The CLIENT shall manage the user profiles that will have access to the payment account. The user profile called “Administrator” may move funds and manage other user profiles.
3.5 The account will be used and operated through the Software.
3.6 TRIO provides the CLIENT with API access credentials for integrating the account with other software related to the CLIENT. These credentials have privileges similar to those of the Administrator user profile, that is, they can move the account's funds, which underscores the imperative need for the CLIENT's specific verification of this use.
3.7 The funds deposited in the payment account will remain permanently available to the CLIENT for movement at any time, subject to the applicable time frames, except in the event of blocks by court order or due to a breach of these Terms that affects TRIO's regulatory obligations or applicable legislation.
3.8 TRIO may, without incurring penalties, on the grounds of compliance with its regulatory obligations, at any time, block the payment account or balance if it suspects registration inconsistencies, financial crimes or transactions outside the usual pattern of use, and/or in the event of improper use contrary to these Terms or the law. In this case, if regularity is verified, the account will be unblocked immediately.
3.9 In order to comply with its regulatory obligations, TRIO may at any time change, add or remove procedures related to its operations.
3.10 TRIO reserves the right, at its discretion, not to process transactions deemed suspicious or irregular, without this giving rise to any right to compensation for the CLIENT.
3.11 The CLIENT undertakes to notify TRIO immediately of any unauthorized use of, access to or attempted access to its Account by unauthorized third parties. TRIO reserves the right to block the CLIENT's access if its anti-fraud monitoring system detects any suspicious transaction.
3.12 PIX Payment Arrangement:
3.12.1 Within the scope of the PIX arrangement, TRIO may block amounts, up to the limit of the amount in dispute, that have been contested by paying users through the Special Refund Mechanism (Mecanismo Especial de Devolução, “MED”), until the matter is resolved by the CLIENT.
3.12.2 If the CLIENT does not respond to the MED request within the stipulated period, TRIO may, autonomously and without any liability or duty of reimbursement, decide whether or not to refund the transaction amount.
3.12.3 The CLIENT understands and accepts that, under the regulations of the Central Bank of Brazil, TRIO may block and debit funds from its accounts without prior authorization in the event of well-founded suspicion of fraud in a transaction carried out within PIX or in the event of an operational failure in the information technology system of any of the participants involved in the transaction.
3.12.4 By these Terms, the CLIENT expressly authorizes TRIO to carry out the refund procedures for a PIX transaction contested through the MED, whenever previously authorized or in the absence of a response.
3.12.5 The CLIENT expressly authorizes TRIO to register PIX keys related to the payment account it holds in the Directory of Transactional Account Identifiers (Diretório de Identificadores de Contas Transacionais, “DICT”), as well as to change them at the CLIENT's request. 3.12.6 TRIO will request the deletion of a PIX key without the need for the CLIENT's consent in the event of (i) account closure, (ii) suspected, attempted or actual fraudulent use of the PIX key, or (iii) identification of the need for an adjustment following a key synchronization check process, under the regulations.
3.13 Under the law, the account may not be used to move funds in the interest of third parties.
3.14 The CLIENT acknowledges and accepts that all operations and transactions carried out in its account are its sole responsibility, including those carried out by its duly authorized representatives, officers and attorneys-in-fact.
Clause four - Registration data and know your client (“KYC”)
4.1 Before the services are used and a business relationship is established between the Parties, the CLIENT must submit all information and documentation relevant to its business.
4.2 By completing the registration and submitting all documentation, the CLIENT agrees to and accepts all the conditions established in this document, taking responsibility for any and all acts performed while using the services.
4.3 TRIO may, at its sole discretion and without any liability, refuse, suspend or cancel the CLIENT's payment account if it finds that the information provided is false, incomplete or out of date, or if it finds non-compliance with or non-conformity to the requirements defined by TRIO or by law, without the need for prior notice, and may take all measures it deems necessary.
4.4 The CLIENT undertakes to: (i) keep its registration information up to date at all times; (ii) immediately report any situation related to bankruptcy, judicial or extrajudicial reorganization, or liquidation proceedings; (iii) give notice of changes in the company's corporate control; (iv) report the start of new economic activities not previously declared at the time of onboarding; and (v) promptly comply with TRIO's requests to send additional documents or information.
4.5 TRIO may at any time request copies of documents, statements from the CLIENT and its legal representatives, or registration and transaction information, in order to verify the accuracy and currency of the CLIENT's information, which the CLIENT must provide within up to 5 (five) days, failing which the account will be blocked in the event of no response.
4.6 For the better performance of its duties, without any liability or duty of notification, TRIO reserves the right to block and/or even close the CLIENT's account in the event of signs of fraud or money laundering.
4.7 TRIO shall under no circumstances be held liable for refusing to open a payment account or for the decision to close any account. In the event of closure of a payment account, the CLIENT will be notified and the available balance will be immediately released for electronic transfer to the account holder.
4.8 In accordance with current legislation, TRIO will monitor transactions. The suspension or temporary blocking of transactions will not give rise to any liability for TRIO, as such measure is adopted to comply with regulatory obligations.
4.9 TRIO reserves the right to audit, investigate and question payment transactions carried out by the CLIENT, under the law.
4.10 The CLIENT authorizes TRIO, directly or through third parties, to consult, at any time, information about the CLIENT in the Credit Information System (Sistema de Informações de Crédito, “SCR”), maintained by the Central Bank of Brazil, as well as, if applicable, to share information on credit transactions so that it becomes part of the SCR or of the systems that may supplement or replace it.
Clause five - Security instructions
5.1 The CLIENT shall observe the security instructions issued by TRIO.
5.2 The CLIENT shall keep its access data and equipment in a secure place with restrictive access mechanisms. It is the CLIENT's obligation to protect its passwords and not to disclose them or allow unauthorized access.
5.3 If the CLIENT becomes aware of an intrusion into the account or any inappropriate use of the login and password or credentials, TRIO must be informed immediately so that it can take the necessary security measures.
Clause six - Software use license and intellectual property
6.1 For the fulfillment of the purpose of these Terms, TRIO and/or its affiliates will provide the CLIENT with a temporary, non-exclusive and non-transferable license to use the software owned by TRIO and/or its affiliates (“Software”).
6.2 The CLIENT acknowledges that the use of the Software is indispensable for the fulfillment of TRIO's obligations. Accordingly, it fully accepts the Software Terms of Use, available for consultation on TRIO's website at https://www.trio.com.br/en/legal/termos-software.
6.3 TRIO and/or its affiliates hold all intellectual property rights over their trademarks and software used in providing the services described in these Terms (“Intellectual Property”). The CLIENT acknowledges that such trademarks and software are the exclusive property of TRIO and/or its affiliates.
6.4 The CLIENT undertakes not to copy, reproduce, modify, distribute, display or use in any way the Intellectual Property of TRIO and/or its affiliates without express written authorization. The CLIENT acknowledges that any violation of this clause will constitute an infringement of the intellectual property rights of TRIO and/or its affiliates, subject to the appropriate legal measures.
6.5 TRIO and/or its affiliates reserve the right to take appropriate legal action to protect their Intellectual Property against any unauthorized use, copying, reproduction, disclosure or improper exploitation.
6.6 TRIO and/or its affiliates, at their sole discretion, will provide the CLIENT with limited, non-exclusive use of software or other intellectual property for the specific purposes described in these Terms. Any use outside these terms will require the prior written authorization of TRIO and/or its affiliates.
6.7 The provisions of this clause will remain in force even after the termination or expiration of these Terms, continuing to govern the parties' relations with respect to the Intellectual Property of TRIO and/or its affiliates.
Clause seven - Compensation
7.1 The price and payment conditions will be set out in the Table of Fees and/or the Commercial Proposal. In the event of conflict, the provisions of the Commercial Proposal shall prevail.
7.2 The amounts charged will be adjusted annually by the accumulated IGP-M (General Market Price Index) or by any other index that may replace it.
7.3 In the event of late payment, default interest of 1% (one percent) per month, a fine of 2% (two percent) and monetary adjustment by the accumulated IGP-M will apply.
7.4 In the event of judicial collection, court costs and 20% (twenty percent) of the total amount being collected, as attorneys' fees, will be added.
7.5 Each party is responsible for the taxes levied on its respective activities, as provided for in tax legislation.
Clause eight - Term and termination
8.1 These Terms will enter into force on the date of signature of the Agreement and will remain in force for the Service Contracting Period and/or until the Account is closed.
8.2 The events of termination will follow the provisions of the documents relating to the contracting of the Services.
8.3 TRIO reserves the right, at its sole discretion and with immediate effect, to close the CLIENT's Account, without any obligation to indemnify the CLIENT, if it finds that continuing the contractual relationship may harm its operations, image or reputation.
8.4 The termination of these Terms does not release the CLIENT from obligations due before termination.
8.5 The clauses governing intellectual property, compensation and civil liability will survive the termination of these Terms.
8.6 Breach of the obligations assumed in these Terms will result in (i) termination of the parties' relationship; (ii) payment of a fine and compensation, such as losses and damages; (iii) denial of access to, or restriction of features of, the Software, at Trio's discretion.
Clause nine - Amendments to the terms
9.1 TRIO may amend any conditions of these Terms with at least 15 (fifteen) days' notice before they take effect, in order to adjust the Terms to significant legislative or economic changes. If the CLIENT does not agree with the amendments made by TRIO, it may request the cancellation of the Account and terminate these Terms, under the Agreement.
9.1.1 The absence of a cancellation request or, after the 15 (fifteen) day period has elapsed, the continued use of the account after notice of the amendment, will be deemed tacit acceptance.
9.2 Rules on promotional campaigns, incentive programs and other programs offering additional benefits for the account will be disclosed separately.
Clause ten - Civil liability
10.1 Each Party shall be responsible for its own acts, omissions, activities, operations and actions, as well as for the actions of its officers, employees, representatives, agents, affiliates, successors and assigns. If either Party suffers or is held liable for damages, losses, expenses, costs, penalties, fines, judicial or administrative proceedings, or any other form of loss resulting from acts or omissions of the other Party, the responsible Party undertakes to indemnify, hold harmless and release the other Party from any liability, obligation or cost arising from such situation.
10.1.1 The duty to indemnify includes, without limitation, all direct and indirect costs, including attorneys' fees, consultant expenses, court costs, material damages, lost profits, moral damages or any other type of loss caused, directly or indirectly, by failures, omissions or acts of the responsible Party.
10.2 TRIO shall not be liable for (i) transactions not carried out due to suspected financial crimes; (ii) transactions carried out by third parties using the correct password and/or credentials; (iii) transactions carried out by unauthorized third parties as a result of the failure to report and request the immediate blocking of the account after theft, robbery and/or loss of the CLIENT's equipment.
10.3 Under no circumstances shall TRIO be liable for any special, incidental, consequential, punitive or indirect damages, financial losses, loss of data or business interruption when caused by third parties.
10.4 The obligations set forth in this Clause shall survive the termination of these Terms, whether due to expiration of the term, termination without cause, termination for cause or any other reason.
Clause eleven - Confidentiality
11.1 The Parties acknowledge that, in performing the obligations set forth in these Terms, they may have access to confidential or proprietary information of the other Party, including, but not limited to, financial, operational, economic, technical or legal secrets or information from contracts, opinions or other documents contained in any physical or digital medium (“Confidential Information”). Confidential Information may be disclosed to current or future partners, officers, attorneys-in-fact, consultants, agents, employees and subcontractors who need to have access to the Confidential Information by reason of the obligations established in these Terms (“Representatives”). The disclosure to third parties, directly or indirectly, in whole or in part, separately or jointly, in Brazil or abroad, by any means, of any Confidential Information shall depend on prior and express written authorization. Confidential Information may not be used for purposes other than those expressly defined in these Terms.
11.2 The confidentiality undertaking does not apply to information that: (i) becomes public other than through disclosure by either Party or by any of its Representatives; (ii) was already known to the receiving Party before disclosure under these Terms; (iii) was developed independently, without the use of or reference to the Confidential Information; or (iv) is the subject of a formal request by a competent authority, in compliance with a judicial or administrative order, in which case the receiving Party will be authorized to disclose the confidential information without prior notice to or authorization from the other Party.
11.3 In order to meet regulatory obligations, the Parties are authorized to use data and information entered into their systems to provide the required information to the competent authorities, within the limits permitted by applicable legislation and current regulations.
11.4 The confidentiality obligations will remain in force for the term of these Terms and for an additional 5 (five) years after their termination. The Confidential Information disclosed must be destroyed by the receiving party at the end of this period.
Clause twelve - Processing of personal data
12.1 Considering the obligations established in these Terms, the Parties acknowledge that they may have access to each other's personal data and/or that of the Users (“Personal Data”). The Parties undertake to strictly comply with Brazilian data protection legislation, including, but not limited to, Lei nº 13.709/18 (Lei Geral de Proteção de Dados Pessoais - LGPD — Brazil's General Data Protection Law, Law No. 13,709/2018), and to ensure that their employees, agents and subcontractors also comply with such legal obligations.
12.2 The Parties agree to process Personal Data exclusively for the purposes necessary for the performance and fulfillment of their obligations. The use of Personal Data for any other purposes is expressly prohibited, except when necessary for internal analysis and monitoring, provided that it is done in anonymized form that does not allow the individual identification of the data subjects.
12.3 TRIO undertakes to maintain the confidentiality of Personal Data and to adopt all technical and administrative security measures necessary to protect such data against unauthorized access, loss, alteration, disclosure or any form of inappropriate or unlawful processing.
12.4 In the event of evidence or suspicion of suspicious activities or a data breach, TRIO will notify the CLIENT and take all measures necessary to investigate and mitigate the damage. TRIO will retain Personal Data as required by law.
12.5 Personal Data obtained as a result of these Terms may only be disclosed, used or provided to third parties if strictly necessary for the performance of contractual or regulatory obligations, always observing the applicable legal provisions and ensuring the confidentiality and security of the data.
12.6 The obligations under this clause shall survive the termination of these Terms.
Clause thirteen - Combating and preventing corruption and money laundering
13.1 The Parties undertake to strictly observe and comply with all applicable anti-corruption and anti-money laundering laws and regulations, including, but not limited to, Lei nº 12.846/2013 (Law No. 12,846/2013, the Brazilian Anti-Corruption Law), Lei nº 9.613/1998 (Law No. 9,613/1998) and its amendments, as well as the rules issued by the Central Bank of Brazil and by the Council for Financial Activities Control (COAF).
13.2 The Parties declare that they will take all measures necessary to combat any form of corruption, including extortion and bribery, both within and outside the scope of these Terms. This includes the prohibition on offering, promising, paying, authorizing payment of, accepting or requesting any type of bribe, gifts, favors or any other undue advantage to influence decisions or obtain illegal benefits.
13.3 The Parties warrant that they are not, and will not be, involved, directly or indirectly, through their representatives, managers, officers, partners, shareholders or subcontractors, in any activity that violates anti-corruption and anti-money laundering laws.
13.4 Any indication or proof of non-compliance with this clause or with anti-corruption laws may result in the immediate termination of these Terms, without prejudice to the applicable legal penalties.
13.5 The Parties represent that, at the time these Terms are entered into, they are not under investigation, accusation, or judicial or administrative proceedings related to corrupt practices or money laundering, nor are they listed as disqualified (inidôneas) by any governmental authority.
13.6 The Parties undertake to notify the other Party immediately, in writing, of any suspected or confirmed violation of the anti-corruption or anti-money laundering provisions, taking all measures necessary to remedy the situation and cooperating fully with any investigations and audits that may be necessary.
13.7 TRIO may audit compliance with the obligations set forth in this clause and other related obligations, and the Parties shall cooperate and provide all information and documents requested to ensure compliance with anti-corruption and anti-money laundering laws.
13.8 The Parties agree to maintain internal compliance policies, ongoing training of their employees and the implementation of control mechanisms to ensure compliance with the obligations established in this clause and with applicable laws.
13.9 Non-compliance with the provisions of this Clause or with anti-corruption and anti-money laundering laws by either Party or its respective representatives will be considered a serious breach and may result in contractual termination by the other Party, in addition to giving rise to the obligation to indemnify any losses and damages caused.
Clause fourteen - Representations and warranties
14.1 The CLIENT represents and warrants, for all legal purposes and assuming full responsibility for these representations, that:
14.1.1 It is a duly incorporated company operating in compliance with the laws of the Federative Republic of Brazil, with due capacity and authority to enter into these Terms.
14.1.2 It is not, nor has it been, subject to any bankruptcy or judicial or extrajudicial reorganization proceedings, nor is it insolvent.
14.1.3 During the registration process, it provided complete, true and up-to-date information about the company and its business.
14.1.4 It does not engage, and undertakes not to engage, directly or indirectly, in activities related to trade in: (i) weapons; (ii) adult content; (iii) cannabis; (iv) cryptocurrencies; (v) tobacco; (vi) unregulated financial services; and (vii) business with countries or entities subject to international sanctions.
14.1.5 It does not conduct, and will not conduct without TRIO's prior knowledge, business or operations other than those demonstrably reported during the data collection and KYC procedures, and undertakes to promptly inform TRIO if any of its legal representatives or related persons holds the position of public official or government employee or is a politically exposed person (PEP).
14.1.6 All of its activities and services performed are fully lawful and regular, and all account transactions have authorized and legal purposes
14.1.7 It is fully aware of the technical conditions and systems used by TRIO to provide the contracted services and will comply with all determinations related to system security, technical standards, features and updates
14.1.8 It warrants that the account will not be used for transactions in illegal segments or segments contrary to Brazilian legislation and applicable regulations.
14.1.9 It acknowledges that TRIO is not part of the supply or consumption chain of the products or services offered by the CLIENT and may not be considered a supplier, provider, reseller, acquirer or user of the products or services that are the subject of commercial transactions between the CLIENT and its consumers.
14.1.10 It acknowledges that it is responsible for the safekeeping and security of the access credentials and passwords, and must request a password change immediately in the event of their loss.
14.2 For the purpose of preventing fraud, under current regulations, the CLIENT expressly authorizes TRIO to share data and information on signs of fraud with the competent bodies or with authorized institutions.
Clause fifteen - General provisions
15.1 The services contracted hereunder will be provided without any employment relationship between the parties. It is expressly understood that the employees, staff, proxies, agents or representatives of one Party have no administrative or functional subordination to the employees, staff, proxies, agents and/or representatives of the other Party, and no employment relationship is established between them.
15.2 The Parties are independent contractors, such that no provision of these Terms shall be construed as making the Parties partners, associates, consortium members, bailees or joint venturers, or as implying joint and several or secondary liability between them, nor shall either Party have the right to provide any guarantee or make any representation on behalf of the other, obligating or binding it.
15.3 These Terms were drafted in accordance with the principles of good faith and probity, without any defect of consent. The Parties declare for all legal purposes that: (i) the performance, obligations and risks assumed herein are within their economic/financial means; (ii) they are accustomed to this type of transaction; (iii) these Terms faithfully reflect everything that has been agreed; and (iv) they had prior knowledge of the content of these Terms and fully understood all the obligations and risks contained herein.
15.4 The Parties agree that this Agreement does not establish any consumer relationship between them, and the provisions of the Código de Defesa do Consumidor (Brazilian Consumer Protection Code) or of other legislation pertaining to consumer protection do not apply. The CLIENT, as a legal entity, expressly declares that it acts under this Agreement in the exercise of its professional or commercial activity, and the relationship established herein does not constitute a consumer relationship under current legislation.
15.5 Should any provision of these Terms become invalid, illegal or unenforceable, the remainder shall not be affected and shall remain in full force and effect.
15.6 Any tolerance by the parties regarding non-compliance with the clauses of this instrument shall constitute a mere act of liberality and shall not constitute a waiver or novation of these Terms or of their clauses.
15.7 This instrument shall be governed by and construed in accordance with the Laws of the Federative Republic of Brazil.
15.8 The courts of the Judicial District of Curitiba/PR are hereby elected to settle any questions or disputes arising from these Terms, to the exclusion of any other, however privileged it may be.
Last amended: December 4, 2024.