TERMS OF USE AND LICENSING OF SOFTWARE AND TECHNOLOGY INFRASTRUCTURE (“Terms”)
These Terms are entered into by and between:
On one side, TRIO TECNOLOGIA LTDA., a legal entity governed by private law, enrolled with the CNPJ/MF (company tax ID) under No. 40.090.717/0001-96, headquartered at Rua Visconde de Nácar, nº 1.440, Centro, CEP 80410-201, Curitiba, Paraná, referred to individually or together with its Affiliates as “TRIO”.
On the other side, the CLIENT, defined as the legal entity that contracts and/or benefits from the services or the use of the Software provided by TRIO, which fully accepts the terms and conditions established for the use and licensing of the computer program, as well as of the technology infrastructure associated with its features (“Software”), 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 Affiliates: Companies that share the same controlling entity as TRIO and are therefore under common control within the same economic group.
1.1.2 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.
1.1.3 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 Contracting Period: The period of time during which the services and/or the licensing of the Software will be provided by TRIO to the Client, as specified in the Commercial Proposal and in these Terms, including any renewals and extensions, provided that they are agreed between the parties.
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 Services: The activities, operations and features made available by TRIO to the Client.
1.1.7 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 establish the conditions under which TRIO grants the CLIENT a non-exclusive and non-transferable license to use the Software. The license allows the CLIENT to use the Software in accordance with the technical and operational specifications issued by TRIO and within the limits for which it is intended.
2.2 For the performance of the services provided by the Affiliate companies, the CLIENT will use the Software. The features will be set out in the Commercial Proposal, and the integration between the Software and the CLIENT's system(s) will take place through the use of an Application Programming Interface (“API”).
2.3 The CLIENT understands and accepts that the Software is under constant development, which entails changes, updates and improvements at any time. TRIO has no responsibility or duty to maintain any particular operational structure or design, nor any obligation to carry out customizations, although it may do so at its sole discretion.
2.3.1 If TRIO makes enhancements and updates to the Software during the contracting period, they will be made available at no cost to the CLIENT. If TRIO develops new features and customizations that entail additional contracting by the CLIENT, such resources will be made available subject to specific negotiation.
Clause three - Use and availability
3.1 TRIO undertakes to use its best efforts so that the Software serves the CLIENT's purposes. Notwithstanding the foregoing, the platform is provided without any kind of warranty, express or implied, including, but not limited to, that the Software is free of defects and that it is capable of integrating with the CLIENT's system.
3.2 The CLIENT understands and accepts that the platform is Software under constant development, which entails changes, updates and improvements at any time. TRIO has no responsibility or duty to maintain any particular operational structure or design, nor any obligation to carry out customizations, although it may do so at its sole discretion.
3.3 TRIO will use its best efforts to keep the Software functioning properly, projecting availability of 99.5% of the time on an annual basis. However, it will not be held liable for occurrences outside its sphere of control or foreseeability that go beyond its efforts or preventive routines.
3.4 In emergency cases, namely those relating to the regular operation of the platform or to security, TRIO will have no obligation to notify the CLIENT before interrupting the services. Such interruption will last for as long as necessary for the repair.
3.5 TRIO's support services are provided upon requests made through the website https://support.trio.com.br. The response time for each request will vary according to its complexity.
3.6 The CLIENT acknowledges that there may be interruptions in the provision of the services for technical reasons or due to preventive or corrective maintenance, without any right to compensation.
3.7 Under no circumstances shall TRIO be liable for the unavailability of third-party systems, such as those of the Central Bank of Brazil.
3.8 TRIO may implement criteria for blocking transactions, using market best practices and internal learnings, with the aim of enhancing the security of operations. These criteria may be configurable or fixed, as defined by TRIO.
Clause four - Obligations of the parties
4.1 TRIO's obligations are to:
4.1.1 Support the CLIENT in the technological integration necessary for the correct use of the Software.
4.1.2 Keep the Software functioning properly and provide technical support, as provided for in these Terms.
4.1.3 Not use, pass on or manipulate any information to which it may have access by virtue of the CLIENT's use of the Software for unauthorized purposes, and it may be held civilly, criminally and administratively liable for any violation of this obligation.
4.2 The CLIENT's obligations are to:
4.2.1 Comply with the conditions of these Terms, as well as with the operational and security policies and rules communicated by TRIO.
4.2.2. Ensure that only authorized persons have access to the systems and equipment, adopting control and security procedures, and keep the registration data and the list of authorized persons up to date. In the event of changes, it must notify TRIO within a maximum of 10 (ten) days of their occurrence.
4.2.3 Keep and store access keys and passwords securely. The CLIENT acknowledges that the password and/or key is personal and non-transferable and must not be shared. Furthermore, it acknowledges that transactions carried out with a valid password may not be contested.
4.2.4 Use the Software and its features exclusively for their intended purposes, in compliance with applicable laws and regulations.
4.2.5 Devote its best efforts to implementing the systems integration, including making available technology infrastructure that meets the indicated standards, as well as a qualified technical team.
4.2.6 Obtain and maintain, at its sole expense, all computer hardware, software and communication equipment, and ensure the legitimacy of their licenses, as well as take all security measures necessary, in accordance with market practices, for the secure operation of the device used, such as, but not limited to, the use of antivirus software and reasonable physical, logical and administrative measures for secure access.
4.2.7 Fully observe all rules relating to the prevention of and fight against crimes related to money laundering, concealment of assets and terrorist financing and other relevant legislation, and cooperate with the authorities and regulatory agencies, providing legally admissible information and data and taking all measures within its reach to curb such unlawful practices.
4.2.8 Not translate, modify, decompile, disassemble and/or reverse engineer the Software.
4.2.9 In the event of failures or unexpected behavior of the Software, the occurrence must be reported to TRIO's support. Any attempted or actual repair by unauthorized persons is strictly prohibited.
4.2.10 Make payments within the established deadlines and conditions.
Clause five - Price
5.1 The price and payment conditions for the use and licensing of the Software will be set out in the Agreement and/or the Commercial Proposal.
5.2 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.
5.3 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.
5.4 In the event of judicial collection, court costs and 20% (twenty percent) of the total amount being collected, as attorneys' fees, will be added.
4.5 Each party is responsible for the taxes levied on its respective activities, as provided for in tax legislation.
Clause six - Term and termination
6.1 These Terms will enter into force on the date of signature of the Agreement and will remain in force for the Service Contracting Period.
6.2 The events of termination of these Terms will follow the provisions of the documents relating to the contracting of the Services.
6.3 If a minimum Contracting Period has been set, these Terms may not be terminated by the CLIENT before that period has elapsed.
6.4 The termination of these Terms does not release the CLIENT from obligations due before termination.
6.5 The clauses governing intellectual property, compensation and civil liability will survive the termination of these Terms.
Clause seven - Intellectual property
7.1 TRIO holds all intellectual property rights over its trademarks and the Software used (“Intellectual Property”). The CLIENT acknowledges that such trademarks and software are the exclusive property of TRIO.
7.2 The CLIENT undertakes not to copy, reproduce, modify, distribute, display or use in any way TRIO's Intellectual Property without express written authorization. The CLIENT acknowledges that any violation of this clause will constitute an infringement of TRIO's intellectual property rights, subject to the appropriate legal measures.
7.3 TRIO reserves the right to take appropriate legal action to protect its Intellectual Property against any unauthorized use, copying, reproduction, disclosure or improper exploitation.
7.4 TRIO, at its sole discretion, will provide the CLIENT with limited and non-exclusive use of the Software or other intellectual property for specific purposes. Any use outside these terms will require TRIO's prior written authorization.
7.5 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 TRIO's Intellectual Property.
Clause eight - Civil liability
8.1 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.
Clause nine - Confidentiality
9.1 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 (“Representatives”) who need to have access to the Confidential Information by reason of the obligations established between the Parties. 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 between the Parties.
9.2 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.
9.3 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 required by applicable legislation and current regulations.
9.4 The confidentiality obligations will remain in force for the term of this Agreement and for an additional 5 (five) years after its termination. The Confidential Information disclosed must be destroyed by the receiving party at the end of this period.
Clause ten - Processing of personal data
10.1 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 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.
10.2 The Parties agree to process Personal Data exclusively for the purposes necessary for the performance and fulfillment of the obligations established in these Terms. 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.
10.3 The Parties undertake 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.
10.4 In the event of evidence or suspicion of suspicious activities or a data breach, the party involved will notify the other party and take all measures necessary to investigate and mitigate the damage.
10.5 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.
10.6 The obligations under this clause shall survive the termination of these Terms.
Clause eleven - General provisions
11.1 The Parties are independent contractors, such that no provision of this Agreement 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.
11.2 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.
11.3 Should any provision of this agreement become invalid, illegal or unenforceable, the remainder shall not be affected and shall remain in full force and effect.
11.4 Trio may amend these Terms at any time, without prior notice and at its sole discretion. The Terms in force will always be available on the website and may be accessed at any time.
11.5 In the event of modifications during the Contracting Period, TRIO will notify the CLIENT in advance, and the new conditions will take effect 15 (fifteen) business days after notice or publication. The absence of any objection, or the continuation of the relationship, within 15 (fifteen) business days from the notice or publication, will constitute tacit acceptance of the new terms.
11.6 Any tolerance by the parties regarding non-compliance with the clauses of these Terms shall constitute a mere act of liberality and shall not constitute a waiver or novation of the agreement or of its clauses.
11.7 This instrument shall be governed by and construed in accordance with the Laws of the Federative Republic of Brazil.
11.8 The courts of the Judicial District of Curitiba/PR are hereby elected to settle any questions or disputes arising from this agreement, to the exclusion of any other, however privileged it may be.
Last amended: December 4, 2024.