Terms and conditions of use

General Terms and Conditions of Website/Platform Use | BHub

Hi! BHUB SERVIÇOS E TECNOLOGIA LTDA. (“TECNOLOGIA”), headquartered at Rua Cardeal Arcoverde, nº 2365, 3º andar, Pinheiros, CEP (Zip Code) 05407-003, registered with CNPJ (Corporate Taxpayer Registration) under No. 42.330.545/0001-06, as well as the other companies of BHub group (“BHUB” or “Group”) would like to welcome you!

Thank you for visiting our pages! However, before you start your journey on our websites/applications/platforms, experiencing all the best they have to offer, especially our products (“Products”) and services (“Services”), please read these General Terms and Conditions (“General Terms”) carefully, as well as the other Terms and Conditions of Use relating to specific BHUB platforms (“Specific Terms”).

The main purpose of these General Terms is to regulate the general conditions of access and use of our websites/applications/platforms, providing clarification, mainly, on the features, functionalities, Services, and Products offered by BHUB in its environments. These General Terms apply to all users who use our tools.

We thank you for your visit and wish you an unforgettable journey in our virtual environments!

IMPORTANT!

BHUB hereby clarifies that, by accessing and/or using any features, functionalities, Services, Products, and/or benefits of its websites/applications/platforms, the user is hereby legally and formally bound by these General Terms, the Privacy and Personal Data Protection Policy (“Privacy Policy”), the Cookies Policy (“Cookies Policy”), any Specific Terms and other regulations governing the BHUB’s activities, in particular, its Service provision, and the supply of its Products (“Acceptance”).

What does that mean?

Acceptance means that users declare and attest to their full and complete awareness of how their interaction with BHUB shall take place, including concerning the processing of personal data, when using the features, functionalities, Services, Products, and other benefits offered by BHUB on its websites/applications/platforms.

ATTENTION!

If you do not agree with these General Terms and/or the other terms, policies, and regulations of BHUB, please immediately stop using our websites/applications/platforms, registering in our environments, consuming any Products and Services offered, and/or otherwise providing any information to BHUB.

Please be aware that if you do not agree to our General Terms, Privacy Policy, Cookies Policy, or any Specific Terms and/or other regulations governing the activities of this company, such activities, including the supply of our Products and the provision of our Services, may not take place.

Although our joint journey cannot continue if the above documents are rejected, your opinion is extremely important to us! Therefore, we kindly ask you to let us know why you disagree so that we can continuously improve our activities.

We at BHUB hereby inform you that we make every reasonable effort, according to current technology, to ensure the security of our websites/applications/platforms, in short, our systems in general, in the interests of privacy and the protection of the data and information we process, in particular personal data.

Information on access, security, browsing, data processing, and cookies of third parties/partners may be found in their respective policies, terms, and/or regulations, and it is the sole liability of each party to adopt measures according to current legislation, in particular Law No. 13.709/2018 (“General Data Protection Law” or “LGPD”), for the protection of privacy and any data relating to identified or identifiable individuals. Under no circumstances is BHUB liable for the policies, terms, and/or regulations of third-party/partner websites/applications/platforms, nor for the processing of data carried out by them.

We would also like to clarify that these General Terms are mainly based on BHUB’s Privacy Policy https://bhub.com/politica-de-privacidade, which in turn incorporates provisions of the LGPD, available at the following link: LGPD.

WHAT SERVICES/PRODUCTS DO WE OFFER ON OUR WEBSITES/APPLICATIONS/PLATFORMS?

Without prejudice to the other provisions of these General Terms, our websites/applications/platforms are intended to offer our Services and Products, available mainly at the following link: https://bhub.com/, as well as allowing the user to access information and content related to BHUB, such as: services, products, news and various announcements, campaigns, career, blog, events, advertisements, launching of new services and/or products related to back office (“BACK OFFICE”).

That said, users of our environments declare full and complete knowledge that they may, subject to the applicable legislation in force, in particular the LGPD, and other provisions contained in the policies and regulations of the BHUB and/or the competent authorities:

(i) receive, via e-mail and/or telephone/WhatsApp, information that has been requested on our websites/applications/platforms, as well as news, offers of products and services, announcements of campaigns and possible selection processes, launching of new BHUB services and/or products, and other related information;

(ii) receive calls and/or direct messages from BHUB employees to answer questions, carry out surveys, and/or provide information on products, services, campaigns, news, updates, events, and other related matters;

(iii) receive, via e-mail and/or telephone/WhatsApp, advertising, according to interests and preferences, including in a customized manner;

(iv) have contact with links from third parties/partners while browsing our sites/applications/platforms, related to topics of interest.

Notwithstanding the above, it is possible to unsubscribe from receiving advertising messages at any time. For more information on this, please visit our Privacy Policy.

WHO MANAGES OUR WEBSITES/APPLICATIONS/PLATFORMS?

Our websites/applications/platforms, as well as the Products, Services, and activities that we offer/perform through them, are administered/managed by BHUB, which may, from time to time, grant such powers and rights to third parties/partners, pursuant to the law and in accordance with the agreements signed between BHUB and the respective third parties/partners.

BHUB reserves the right to include, delete, or change the contents, features, and functionalities of its websites/applications/platforms, as well as to temporarily suspend them at any time, regardless of prior notice. Likewise, it may change these General Terms, as well as its other terms, policies, and regulations, the most recent versions of which shall always be available on our tools for consultation.

By continuing to access, use, or otherwise interact with our websites/applications/platforms after the publication of the aforementioned changes, users attest to their full and complete awareness of how they will interact with BHUB as of the update in question. If you do not agree with the new General Terms, policies, and/or regulations, please stop using our website/application/platform immediately and do not register on our tools, consume any Products and/or Services offered, and/or otherwise provide any information to BHUB.

INITIAL REGISTRATION, ACCESS AND USE OF OUR WEBSITES/APPLICATIONS/PLATFORMS

Our websites/applications/platforms are only intended for people over the age of 18. Anyone who does not fit this classification shall be automatically banned from our platform.

By accessing, using or otherwise interacting with our websites/applications/platforms, the user declares to comply with the above conditions. If you are accessing, using or otherwise interacting with our environments on behalf of any organization, you hereby declare that you have all the legal powers to bind said organization to these General Terms, to the Privacy Policy, as well as to the other terms, policies, and regulations of BHUB.

3.1. Registration

Registration on our websites/applications/platforms is always optional. However, in order to take advantage of all the Products, Services, benefits, and/or other facilities offered by BHUB, it is essential to register.

For registration purposes, BHUB generally collects the following personal data: name/surname, e-mail address, and telephone number. BHUB may, at any time, at its sole and exclusive discretion, request the updating and/or provision of data to complete the registration.

The information provided at the time of registration must be true, complete, and kept up to date. Under no circumstances shall BHUB be liable for any result and/or damage arising from the falsity of the information provided and/or its failure to be updated. BHUB may, at any time, at its sole and exclusive discretion, request the updating and/or provision of data to complete the registration

Users are liable for the secrecy and confidentiality of all data they provide to BHUB, as well as for the actions and/or omissions carried out in our environments.

3.2. Use of our websites/applications/platforms

It is hereby declared and acknowledged that any and all actions or omissions during the use of our websites/applications/platforms shall be the user’s sole and full liability, and BHUB, its affiliates, and/or subsidiaries shall be held harmless from any claims and/or liabilities arising therefrom, as well as indemnified for any losses, damages and/or expenses incurred, including, but not limited to, attorneys’ fees and court costs, which they may suffer as a result of such actions or omissions.

Users are solely and exclusively liable for the means they use to access BHUB’s sites/applications/platforms, including but not limited to devices, internet providers, and/or browsers, and therefore exclusively assume the risk of any possible breach of privacy and/or security arising from such means.

Users declare and attest to full and complete knowledge that, due to the nature and purposes for which BHUB’s websites/applications/platforms are intended, BHUB may collect, access, process, store, reproduce, share, delete, in short, process personal data (“Processing”), under the LGPD, in particular art. 5, item X, in accordance with these General Terms, its Privacy Policy and its other terms, policies and regulations, subject to the applicable legislation and legal bases in force.

We also clarify that the Processing extends to all the Group’s companies, which may even be located and/or headquartered outside Brazil.

WHAT INFORMATION/DATA DO WE COLLECT ON OUR WEBSITES/APPLICATIONS/PLATFORMS?

BHUB respects the rights to personality and privacy and hereby undertakes to use the data/information made available on its websites/applications/platforms as described in these General Terms, the Privacy Policy, the Specific Terms, the Cookies Policy, other BHUB regulations and in accordance with current legislation, in particular the LGPD.

Considering the nature and purpose of BHUB’s websites/applications/platforms, the following personal data shall generally be collected through these channels:

Registration information (“Registration Information”): name/surname, e-mail address, and telephone number.

Browsing/device information on our websites/applications (“Browsing/Device Information”): IP address, geographical location, reference source, type of browser, duration/frequency of visits, and pages visited. This information is usually obtained through cookies installed in your browser. For more information, please visit our Cookies Policy.

Without prejudice to the above, other personal data may also be collected, in accordance with the Specific Terms and other policies, terms, and regulations of BHUB, subject to the applicable legislation and legal bases in force. So be sure to check them out!

Registration Information, Browsing/Device Information, and/or other data collected and used by BHUB may be kept and stored by BHUB in the following cases: (i) for as long as the registration and/or account remain active; and (ii) for as long as necessary: (ii.i) for the purposes of the Products and Services, (ii.ii) for the resolution of any dispute or litigation, (ii.iii) by judicial determination and/or by an entity with jurisdiction over the activities of BHUB; (ii.iv) to comply with a specific legal provision, under the applicable legislation in force; (ii.v) for as long as they are necessary to maintain the legitimate interests of BHUB, under the law.

PURPOSE AND USE OF DATA/INFORMATION

The data/information referred to in item 4 of these General Terms may be processed by BHUB for the following purposes, subject to the applicable legislation and legal bases in force:

(i) Service Provision and/or supply of Products, as well as for the launch of new Products and Services, campaigns, and selection processes, among other activities carried out by BHUB;

(ii) Sending information requested on our websites/applications/platforms;

(iii) Sending news, Products and Services offers, announcements, and/or other information, always related to topics of interest to the registered users;

(iv) Carrying out surveys, disclosing events, and other matters that may be of interest to the registered user;

(v) Advertising according to the interests and preferences of the registered users, as well as for the customization of the Services and Products in order to adapt them to such interests and preferences;

(vi) Customer support, service and/or related services.

Once again, we would like to point out that, despite the provisions of the previous sections, you can unsubscribe from receiving advertising messages at any time. For more information on canceling your registration and/or changing/deleting your personal data, please visit our Privacy Policy.

We also point out that BHUB may share personal data processed with companies located in other countries, such as Google, Microsoft, and/or Amazon, mainly for cloud storage, as stated in its Policy.

BHUB hereby informs that, in the event of an international data transfer, this shall take place according to the security measures necessary to ensure confidentiality, integrity, and availability of the personal data transferred, in compliance with the applicable legislation in force, in particular the LGPD.

ACCESS AND USE OF DATA/INFORMATION BY THIRD PARTIES/PARTNERS

The data/information referred to in item 4 of these General Terms may also be processed by third parties/partners duly authorized by BHUB, located or with a registered office in Brazil or abroad, for the purposes set out in item 5 above.

For technical and operational reasons, the data/information referred to in item 4 of these General Terms may also be stored or operated in facilities, datacenters and servers owned by third parties/business partners of BHUB, located or with registered office in Brazil or abroad.

We hereby clarify that the aforementioned third parties/business partners, service providers, are subject to the rules, obligations and duties of confidentiality, secrecy and protection of the privacy of the information and personal data processed, consistent with the provisions of these General Terms, the Privacy Policy, other BHUB terms, policies and regulations and current applicable legislation, in particular the LGPD, without prejudice to any other applicable legislation, due to their location.

THIRD-PARTY LINKS

In order to improve your browsing experience on our websites/applications/platforms, these may contain links referring you to third-party websites, systems, applications, services and products. The indication of these links does not constitute an endorsement or sponsorship of the services and/or products of these third parties. Under no circumstances is BHUB liable for the policies, terms, and/or regulations of the websites/applications/platforms of these third parties, nor for the processing of data carried out by them and/or for any errors, faults, irregularities, or defects in the provision of their services and/or supply of their products. We therefore recommend that you carefully read the privacy policies, terms and conditions of use, and other regulations of these third parties.

Any complaints or doubts about the services and/or products of third parties, used and/or acquired by the user through links published on our websites/applications/platforms, should be directed to the respective third parties’ sectors/services.

INTELLECTUAL PROPERTY RIGHTS:

Any and all techniques, ideas, concepts, methods, processes, software, utilities, data, documents, directories, designs, user interfaces, know-how, graphics, images, photographs, logos, slogans, sounds, trademarks, texts, statements, drawings, including domain names, user interfaces and color combinations used, incorporated and contained in our websites/applications/platforms constitute the sole and exclusive intellectual property of BHUB or are duly authorized and licensed by third parties/partners. The use, reproduction, distribution, or display, in whole or in part, of any intellectual property of BHUB by the user or by any third party is not permitted or authorized without their prior, express and written consent.

Any content, features, functionalities, and tools made available on our websites/applications/platforms are the property of BHUB and/or, where applicable, of third parties/partners, under the terms of any agreements signed between BHUB and the respective third party/partners, being understood that: (i) under no circumstances may such ownership be claimed by the user of our sites/applications; and (ii) if said content, features, functionalities, and tools are the property of third parties/partners, BHUB shall obtain the necessary rights, authorizations and licenses.

The user hereby undertakes not to carry out any of the activities listed below and, in the event of a breach, must fully indemnify BHUB, its affiliates, and/or subsidiaries for any and all damage caused, regardless of its nature, without prejudice to the applicable legal sanctions:

to copy, store, modify, prepare works, distribute, license, sell, transfer, publicly display, publicly perform, transmit, or exploit any software that is part of our websites/applications/platforms as well as any content owned by us, except to the extent expressly permitted by BHUB, due to the use of the features, functionalities, services, products, and/or other benefits made available by BHUB;

attempt to expose the source code or attempt to recreate any software that is part of our websites/applications/platforms;

use software, devices, scripts, manual or automated robots, or any other means or process to access or track any web pages or other services contained on our websites/applications/platforms;

violate the rights of any person or entity, including, without limitation, their intellectual property, privacy, publicity, and/or contractual rights;

attempt to probe, scan, or test the vulnerability of any BHUB system or network or breach any security or authentication measures;

avoid, ignore, remove, disable, impair, decrypt, or circumvent any technological measure implemented by BHUB, any of its suppliers, or any other third party to protect its websites/applications/platforms;

forge any TCP/IP packet elements or any parts of such elements in any e-mail posting or newsgroup, or in any way use our websites/applications/platforms, including the Entrepreneur Hub, and/or the features, functionalities, services, products, and/or other benefits made available by BHUB to submit altered, misleading or false source identifying information;

attempt to decipher, decompile, disassemble, or reverse engineer any software used by BHUB for the supply of its products and/or the provision of its services;

advocate, encourage, or assist any third party to do any of the above;

use BHUB’s websites/applications/platforms for any activities not provided for herein and in BHUB’s other terms, policies, and regulations.

If there is evidence of any of the above activities, BHUB may, at its sole and exclusive discretion, suspend or close the account of the subversive user, being understood that any suspension or termination of the user’s account, under the terms indicated above, shall not exempt the user from any of their obligations.

DATA SECURITY POLICY, INFORMATION AND COMMUNICATIONS

BHUB always seeks to use adequate and appropriate processes, techniques, mechanisms, and prevention procedures, in accordance with current technology, to ensure proper protection against any security incidents, occurrences, or suspicions of unauthorized access, use, changes, appropriation, and/or destruction by third parties, which may compromise or threaten the integrity, confidentiality, authenticity, and/or availability of the information/data collected by us.

We make every effort, in accordance with current technology, to protect the personal data of users of our websites/applications/platforms against loss, unauthorized use, and/or other types of abuse. For this reason, not only do we store the data/information we collect in a secure operating environment, inaccessible to the general public, but we may also make anonymous or encrypt them for reasons of relevance, provided that this does not make it impossible for BHUB to use them in the supply of its Products and/or in the provision of its Services.

BHUB, at its sole and exclusive discretion, may ban from its environments users who attempt to damage or tamper with its websites/applications/platforms and/or its security mechanisms, whether through the use of viruses, cancellation bots, Trojan horses, harmful code, denial of service attacks, packet or IP falsification, forged routing or the use of any other method/technology capable of causing damage and/or tampering with BHUB’s environments. Any attempt to do so constitutes a violation of civil and criminal law, and the user must fully indemnify BHUB for any and all damage caused, regardless of its nature, without prejudice to other applicable legal sanctions.

Information on security mechanisms adopted by third parties or by our business partners can be found in their respective policies, terms, and/or regulations, and it is the sole responsibility of each party to adopt measures in accordance with current legislation, in particular the LGPD, for the protection of privacy and any data relating to identified or identifiable natural persons.

CANCELING REGISTRATION OR CHANGING/DELETING DATA/INFORMATION

The information and personal data that we process may be reviewed, changed, and/or updated at any time by the registered user, who may even delete certain data and information, subject to the provisions of these Terms and Conditions of Use, the Policy, as well as BHUB’s other policies, regulations, and contractual relationships, in compliance with the applicable legislation in force, in particular the LGPD.

Personal data shall be securely deleted/made anonymous if: (i) it is not being actively used; (ii) we have no legal obligation to retain it (e.g. for tax purposes); (iii) BHUB is not permitted to keep it for legal and/or compliance reasons; and/or (iv) it is not supported by BHUB’s legitimate interest.

Inaccurate or outdated personal data shall be destroyed or deleted as soon as possible unless it is required to be kept due to a legal obligation to retain it for a certain period and/or the regular exercise of rights.

CONTACT FOR CLARIFICATIONS, QUESTIONS AND EXERCISE OF RIGHTS

Still have questions? Relax! BHUB allows you to ask questions at any time through the channel privacidade@bhub.ai. If BHUB acts as Controller of the processing of personal data, pursuant to the Policy, it shall also be available for the holder of said data to exercise directly, through its channel, the rights provided for in the LGPD, in particular in its art. 18. If this is not the case and BHUB acts as an Operator pursuant to the Privacy Policy, please directly contact the Controller of your personal data processing to exercise these rights.

VERSIONS OF THESE TERMS

These Terms and Conditions of Use may be revised and updated from time to time by BHUB. Any and all revisions and updates shall only be valid and enter into force at the time of their publication on our websites/applications. Don’t worry! You shall be informed of relevant revisions/updates.

APPLICABLE LAW AND JURISDICTION

This document is governed by the laws of the Federative Republic of Brazil.

The Judicial District of State of São Paulo, of the State of São Paulo, is hereby elected as competent to settle any questions arising from this document, with express waiver of any other, however privileged.

These Terms and Conditions of Use were last modified on December 12, 2022.

Terms and Conditions of Use Entrepreneur Hub

Thank you for visiting our pages! Before starting your journey on the Entrepreneur Hub platform (“Platform” or “Entrepreneur Hub”), please read these Entrepreneur Hub Terms and Conditions of Use (“Hub Terms”) carefully, as well as the other terms and policies of BHUB, in particular the Privacy and Personal Data Protection Policy (“Privacy Policy”), the General Terms and Conditions (“General Terms”), the Cookie Policy (“Cookies Policy”), and the other regulations governing BHUB’s activities.

The main purpose of the Hub Terms is to regulate the conditions of access to and use of the Entrepreneur Hub, clarifying the features, functionalities, services, products, and/or benefits offered on the Platform, such as, for example, the provision of financial indexes capable of enabling you to better manage your business.

We thank you for your visit and wish you an unforgettable journey in our virtual environments!

IMPORTANT!

BHUB hereby clarifies that, by accessing and/or using any features, functionalities, services, products, and/or benefits of the Entrepreneur Hub, the user is hereby formally bound by these Hub Terms, the Privacy Policy, the General Terms, the Cookies Policy and the other regulations governing the activities of BHUB, in particular the provision of its services and the supply of its products (“Acceptance”).

What does that mean?

Acceptance means that users declare and attest to their full and complete awareness of how their interaction with BHUB shall take place, including concerning the processing of personal data, when using the features, functionalities services, products, and/or other benefits offered on the Entrepreneur Hub.

ATTENTION!

If you do not agree with these Hub Terms and/or the other terms, policies, and regulations of BHUB, please immediately stop using the website, application, and/or Platform, not registering in said environments, not consuming any feature, functionality, service, product or other benefits offered and/or otherwise providing any information to BHUB.

Please be aware that if you do not agree to these Hub Terms, our Privacy Policy, General Terms, Cookies Policy, and/or the other regulations governing the activities of this company, the features, functionalities, services, products, and/or other benefits of the Entrepreneur Hub may not be provided to you.

Although our joint journey cannot continue if the documents above are rejected, your opinion is extremely important to us! Therefore, we kindly ask you to let us know why you disagree so that we can continuously improve our activities.

We at BHUB hereby inform you that we make every reasonable effort, according to current technology, to ensure the security of our websites/applications/platforms, including the Entrepreneur Hub, in the interests of privacy and the protection of the data and information we process, in particular personal data.

We also clarify that these Hub Terms are mainly based on the BHUB’s Privacy Policy <https://bhub.com/politica-de-privacidade/> and General Terms <https://bhub.com/termos-e-condicoes-de-uso/>.

WHAT FEATURES/FUNCTIONALITIES DO WE OFFER IN OUR ENTREPRENEUR HUB?

Through the Entrepreneur Hub, users have free access to financial indicators which, based on data automatically extracted from their bank account(s), allow them to gain greater visibility of their business, as well as greater financial control and more transparent and efficient business management.

By integrating the user’s company bank account(s) with the Entrepreneur Hub, BHub can provide them with financial indexes that automatically indicate, in a graphical, categorized, analytical and up-to-date way, among other information, history, inflows, outflows, and cashburn, enabling a quick analysis on the main transactions and the financial health of your business in real-time.

Without prejudice to the other provisions of these Hub Terms, our Entrepreneur Hub is also intended to allow the user to access information and content related to BHUB, including from third parties/partners, such as: services, products, news, and various announcements related mainly to the back office.

That said, users of Entrepreneur Hub declare full and complete knowledge that they may, subject to the applicable legislation in force, in particular the LGPD, and other provisions contained in the policies and regulations of the BHUB and/or the competent authorities:

(i) receive, via e-mail and/or telephone/WhatsApp, information that has been requested on our websites/applications/platforms, as well as news, offers, and announcements of BHUB products and services, and other related information;

(ii) receive calls and/or direct messages from BHUB employees to answer questions, carry out surveys, and/or provide information on products, services, events, and other related matters;

(iii) receive, via e-mail and/or telephone/WhatsApp, advertising, according to interests and preferences, including in a customized manner;

(iv) have contact with links from third parties/partners while browsing our sites/applications/platforms, related to topics of interest.

Notwithstanding the above, it is possible to unsubscribe from receiving advertising messages at any time. For more information on this, please visit our Privacy Policy.

WHO RUNS THE ENTREPRENEUR HUB?

The Entrepreneur Hub, as well as the features, functionalities, services, products, and/or benefits offered on the Platform, are managed by BHUB, which may grant such powers and rights to third parties/partners, under the law and the agreements signed between BHUB and the respective third parties/partners.

BHUB reserves the right to include, delete, or change the contents, features, and functionalities of the Entrepreneur Hub, as well as to temporarily suspend it at any time, regardless of prior notice. Likewise, you may modify these Hub Terms, the latest version of which shall always be available on our tools for consultation.

INITIAL REGISTRATION, ACCESS AND USE OF THE ENTREPRENEUR HUB

Access to and use of our websites/applications/platforms, including the Entrepreneur Hub, is restricted to persons over the age of 18. Anyone who does not fit this classification shall be automatically banned from our platform.

By accessing, using or otherwise interacting with our websites/applications/platforms, including the Entrepreneur Hub, the user declares to comply with the above conditions. If you are accessing, using or otherwise interacting with our environments on behalf of any organization, you hereby declare that you have all the legal powers to bind said organization to these Hub Terms, to the Privacy Policy, as well as to the other terms, policies, and regulations of BHUB.

3.1. Registration

Registration on our websites/applications/platforms is always optional. However, in order to take advantage of all the features, functionalities, services, products, and/or other benefits offered by BHUB, including those of the Entrepreneur Hub, it is essential to register.

To register on the Entrepreneur Hub, BHUB collects personal data (name/surname, e-mail, telephone/WhatsApp), as well as business data (company name, CNPJ, and bank).

In order to access the Entrepreneur Hub, the user must also create a login and password, as well as carry out the procedures referred to in item 3.2 hereof.

Users are liable for the secrecy and confidentiality of all data they provide to BHUB, as well as for the actions and/or omissions carried out in our environments, including regarding the use of login and password. So don’t share them with third parties. Sharing them with third parties is an express breach of these Hub Terms and other BHUB policies, terms, and regulations, and may compromise the security of both the data and our environments. If the user identifies or suspects that a third party has gained access to their login/password, they must immediately change it in our systems or request assistance to do so through the channels indicated in these Hub Terms.

If BHUB finds, through testing, that the user’s credentials (login/password) have been compromised (made accessible by third parties), for security reasons and in order to prevent inappropriate access to the user’s account and data, BHUB may preventively suspend said credentials. BHUB may also, at its sole and exclusive discretion, prevent the creation of new registrations or cancel those already made if it detects any adversity capable of compromising its environments and/or other users.

3.2. Use of our websites/applications/platforms

It is hereby declared and acknowledged that any and all actions or omissions during the use of our websites/applications/platforms, including the Entrepreneur Hub shall be the user’s sole and full liability, and BHUB, its affiliates, and/or subsidiaries shall be held harmless from any claims and/or liabilities arising therefrom, as well as indemnified for any losses, damages and/or expenses incurred, including, but not limited to, attorneys’ fees and court costs, which they may suffer as a result of such actions or omissions.

3.2.1. Connecting the user’s bank account(s) to the Entrepreneur Hub

In order to take advantage of the features and functionalities made available by the Entrepreneur Hub, users must authorize BHUB to connect to the bank accounts indicated by them and thus access/process the financial data associated with it, in accordance with these Hub Terms and other BHUB policies, terms and regulations, subject to the applicable legislation in force.

Users declare full and complete knowledge that, to connect the aforementioned bank account(s) to the Entrepreneur Hub, BHUB shall rely on the assistance of the partner Belvo., whose policies and terms of use can be accessed via the following link: Policies and Terms of Use

In order to connect the bank accounts indicated by the user to the Entrepreneur Hub, the user must:

expressly authorize BHUB to connect to said accounts, access the financial data associated with it and carry out

any periodic synchronizations;

expressly authorize Belvo. to carry out the integration between the bank accounts and the Entrepreneur Hub, via API, providing BHUB with access to the financial data associated with said accounts;

fill in certain fields for integrating said bank accounts and the Entrepreneur Hub, providing bank details such as: bank, branch, account, login, and/or password.

Users also declare that they are fully aware that they may revoke, at any time, the authorization referred to in the above items, and it is certain that, upon revocation, the Entrepreneur Hub, as well as its features, functionalities, services, products, and/or other benefits shall be unavailable to the user. In order to access and use the Entrepreneur Hub again, the user must authorize a new connection to their bank account, under the terms set out herein.

3.2.2. User’s declarations

Users declare and attest that they are fully and completely aware that:

Access to the features, functionalities, services, products, and/or other benefits of the Entrepreneur Hub necessarily depends on the processes provided for in these Hub Terms, in particular, the processes referred to in item 3, according to this instrument, as well as the other terms, policies, and regulations of BHUB;

They shall keep their IDs, passwords, and/or other access codes relating to the API confidential and protected from all unauthorized persons, in accordance with good information security and privacy practices, and in accordance with the provisions set forth in these Hub Terms and BHUB’s other terms, policies and regulations;

BHUB does not carry out any transactions on the bank accounts integrated into the Entrepreneur Hub, nor does it interfere in any way with its assets or liabilities, access to which is restricted to the reading and processing of data, in accordance with this instrument and BHUB’s other terms, policies, and regulations;

Due to the nature and purposes for which the Entrepreneur Hub is intended, BHUB may access, collect, process, store, update, share, dispose of, in short, process personal data (“Processing”), under the LGPD, in particular art. 5, item X, in accordance with these Hub Terms, as well as the other terms, policies and regulations of BHUB, in particular the Privacy Policy, subject to the applicable legislation and legal bases in force. The Processing extends to all the Group’s companies, which may even be located and/or headquartered outside Brazil, in which case the legislation in force in the countries in which these companies are located and/or headquartered shall also be complied with;

The financial data obtained by BHUB depends on the services provided by the financial institutions to which the bank accounts indicated by the user are linked. Therefore, despite the efforts to maintain the timeliness and accuracy of the information available on the Entrepreneur Hub, BHUB does not guarantee that the data obtained from these institutions is free of flaws or inaccuracies. Under no circumstances shall BHUB be liable for any such faults or inaccuracies;

They are the sole and exclusive liable for checking any and all information made available on the Entrepreneur Hub, starting with the financial data referred to in item 5 above, before basing any decision on it. Under no circumstances shall BHUB be responsible for checking this information;

They are the sole and exclusive liable for making decisions based on the information available on the Entrepreneur Hub and for the results arising therefrom. Under no circumstances shall BHUB be liable for such decisions and/or the results thereof.

Under no circumstances shall BHUB be liable for any loss or damage caused by hackers and/or programs/codes harmful to the Platform, such as, but not limited to, viruses, worms, denial attacks;

Under no circumstances shall BHUB be liable for products and/or services offered by the financial institutions to which the accounts connected to the Platform, indicated by the user, are linked.

They must comply with this instrument, as well as the other terms, policies, and regulations of BHUB, as well as the applicable legislation in force.

WHICH INFORMATION/DATA DO WE COLLECT IN THE ENTREPRENEUR HUB?

BHUB respects the rights to personality and privacy and hereby undertakes to use the data/information made available on the Entrepreneur Hub as described in these Hub Terms, as well as in the General Terms, the Privacy Policy, the Cookies Policy, other regulations of this company and in compliance with current applicable legislation, in particular the LGPD, in the case of personal data.

Considering the nature and purpose of the Entrepreneur Hub, the following personal and business data shall be collected:

Identification/registration information (“Identification/Registration Information”): name/surname, e-mail address, telephone number, access data, as well as company name, and CNPJ.

The company’s banking/financial information (“Banking/Financial Information”): bank, branch, account, overdraft, balances, transactions, investments, loans, credit.

Browsing/device information on our websites/applications (“Browsing/Device Information”): IP address, geographical location, reference source, type of browser, duration/frequency of visits, and pages visited by the user. This information is usually obtained through cookies installed in your browser. For more information, please visit our Cookies Policy.

Identification/Registration Information, Banking/Financial Information, Browsing/Device Information and/or other data collected and used by BHUB may be kept and stored in the following cases: (i) for as long as the user’s registration, account, and/or use of the Entrepreneur Hub’s features, functionalities, services, products, and/or other benefits remain active; and (ii) for as long as necessary: (ii.i) for the resolution of any dispute or litigation, (ii.ii) by judicial determination and/or by an entity with jurisdiction over the activities of BHUB; (ii.iii) to comply with a specific legal provision, under the legislation in force; and (ii.v) for as long as they are necessary to maintain the legitimate interests of BHUB, under the law.

PURPOSE AND USE OF DATA/INFORMATION

The data/information referred to in item 4 of these Hub Terms may be processed by BHUB for the following purposes, subject to the applicable legislation and legal bases in force:

(i) To provide/use the features, functionalities, services, products, and/or other benefits of the Entrepreneur Hub, as well as to launch new products and/or services;

(ii) Sending information requested on our websites/applications/platforms, in particular through the Entrepreneur Hub;

(ii) Sending news, products and services offers, announcements, and/or other information, always related to topics of interest to the registered users;

(iv) Carrying out surveys/statistics, disclosing events, and other matters that may be of interest to the registered user;

(v) Advertising according to the interests and preferences of the registered users, as well as for the customization of the services, products, and/or other benefits, in order to adapt them to such interests and preferences;

(vi) Customer support, service and/or related services.

We also point out that BHUB may share personal data processed with companies located in other countries, such as Google, Microsoft, and/or Amazon, mainly for cloud storage, as stated in its Privacy Policy.

ACCESS AND USE OF DATA/INFORMATION BY THIRD PARTIES/PARTNERS

The data/information referred to in item 4 of these Hub Terms may also be processed by third parties/business partners duly authorized by BHUB, located or with a registered office in Brazil or abroad, for the purposes set out in item 5 above.

The data/information referred to in item 4 of these Hub Terms may also be stored or operated in facilities, datacenters and servers owned by third parties an/or partners of BHUB, located or with registered office in Brazil or abroad.

We hereby clarify that the aforementioned third parties/partners are subject to the rules, obligations, and duties of confidentiality, secrecy, and protection of the privacy of the information and data processed, consistent with the provisions in this instrument, the Privacy Policy, other BHUB terms, policies and regulations, and current applicable legislation, in particular the LGPD, without prejudice to any other applicable legislation, due to their location.

THIRD-PARTY LINKS

In order to improve your browsing experience on our websites/applications/platforms, these, including the Entrepreneur Hub, may contain links referring you to third-party websites, systems, applications, services and products. The indication of these links does not constitute an endorsement or sponsorship of the services and/or products of these third parties. Under no circumstances is BHUB liable for the policies, terms, and/or regulations of the websites/applications/platforms of these third parties/partners, nor for the processing of data carried out by them and/or for any errors, faults, irregularities, or defects in the provision of their services and/or supply of their products. We therefore recommend that you carefully read the privacy policies, terms and conditions of use, and other regulations of these third parties.

Any complaints or doubts about the services and/or products of third parties, used and/or acquired by the user through links published on our websites/applications, should be directed to the respective third parties’ sectors/services.

INTELLECTUAL PROPERTY RIGHT

Any and all techniques, ideas, concepts, methods, processes, software, utilities, data, documents, directories, designs, user interfaces, know-how, graphics, images, photographs, logos, slogans, sounds, trademarks, texts, statements, drawings, including domain names, user interfaces and color combinations used, incorporated and contained in our websites/applications/platforms, including the Entrepreneur Hub, constitute the sole and exclusive intellectual property of BHUB or are duly authorized and licensed by third parties/partners. The use, reproduction, distribution, or display, in whole or in part, of any intellectual property of BHUB by the user or by any third party is not permitted or authorized without their prior, express and written consent.

Any content, features, functionalities, and tools made available on our websites/applications/platforms are the property of BHUB and/or, where applicable, of third parties/partners, under the terms of any agreements signed between BHUB and the respective third-party/partners, being understood that: (i) under no circumstances may such ownership be claimed by the user of our sites/applications; and (ii) if said content, features, functionalities, and tools are the property of third parties/partners, BHUB shall obtain the necessary rights, authorizations and licenses.

to copy, store, modify, prepare works, distribute, license, sell, transfer, publicly display, publicly perform, transmit, or exploit any software that is part of our websites/applications/platforms, including the Entrepreneur Hub, as well as any content owned by us, except to the extent expressly permitted by BHUB, due to the use of the features, functionalities, services, products, and/or other benefits made available by BHUB;

attempt to expose the source code or attempt to recreate any software that is part of our websites/applications/platforms;

use software, devices, scripts, manual or automated robots, or any other means or process to access or track any web pages or other services contained on our websites/applications/platforms, including the Entrepreneur Hub;

violate the rights of any person or entity, including, without limitation, their intellectual property, privacy, publicity, and/or contractual rights;

attempt to probe, scan, or test the vulnerability of any BHUB system or network or breach any security or authentication measures;

attempt to decipher, decompile, disassemble, or reverse engineer any software used by BHUB for the supply of its products and/or the provision of its services;

advocate, encourage, or assist any third party to do any of the above;

use BHUB’s websites/applications/platforms for any activities not provided for herein and in BHUB’s other terms, policies, and regulations.

DATA SECURITY POLICY, INFORMATION AND COMMUNICATIONS

Information on security mechanisms adopted by our partners can be found in their respective policies, terms, and/or regulations, and it is the sole responsibility of each party to adopt measures in accordance with current legislation, in particular the LGPD, for the protection of privacy and any data relating to identified or identifiable natural persons.

CANCELING REGISTRATION OR CHANGING/DELETING DATA/INFORMATION

The information and personal data that we process may be reviewed, changed, and/or updated at any time by the registered user, who may even delete certain data and information, subject to the provisions of these Hub Terms, the Policy, as well as BHUB’s other policies, regulations and contractual relationships, in compliance with the applicable legislation in force, in particular the LGPD.

CONTACT FOR CLARIFICATIONS, QUESTIONS AND EXERCISE OF RIGHTS

Still have questions? Relax! BHUB allows you to ask questions at any time through the channel privacidade@bhub.ai.

If BHUB acts as Controller of the processing of personal data, pursuant to the Policy, it shall also be available for the holder of said data to exercise directly, through its channel, the rights provided for in the LGPD, in particular in its art. 18. If this is not the case and BHUB acts as an Operator pursuant to the Policy, please directly contact the Controller of your personal data processing to exercise these rights.

VERSIONS OF THESE TERMS

These Hub Terms may be revised and updated from time to time by BHUB. Any and all revisions and updates shall only be valid and enter into force at the time of their publication on our websites/applications. Don’t worry! You shall be informed of relevant revisions/updates.

GENERAL PROVISIONS, APPLICABLE LAW AND JURISDICTION

In the event of any discrepancy between this instrument and the General Terms, the provisions of this instrument shall prevail.

This document is governed by the laws of the Federative Republic of Brazil.

These Hub Terms were last modified on December 12, 2022.

Below you will find the terms and conditions that regulate how BHUB provides services to you and your company!

DEFINITIONS

1.1. The expressions below, whenever used in this document, in the singular or plural, shall have the meaning attributed to them as follows:

(i)”BHUB” means BHub Serviços e Tecnologia Ltda, a limited liability company, with registered office in the City of São Paulo, State of São Paulo, at Rua Cardeal Arcoverde n° 2365, Pinheiros, CEP (Zip Code) 05.407-003, registered with CNPJ (Corporate Taxpayer Registration) under No. 42.330.545/0001-06 (“BHub Tecnologia“) and, as applicable and when acting jointly with BHub Tecnologia (a) for the purposes of providing accounting and financial services, BHub Contabilidade Ltda., a limited liability company, registered with CNPJ/ME under No. 43.618.130/0001-03, with registered office in the City of São Paulo, State of São Paulo, at Rua Cardeal Arcoverde nº 2365, 3º andar, conjunto 31, Pinheiros, CEP 05.407-003 (“BHub Contabilidade“) ; and (b) for the purposes of providing paralegal services, BHub Serviços de Paralegal LTDA, a limited liability company, registered with CNPJ/ME under No. 51.097.182/0001-00, with registered office in the City of São Paulo, State of São Paulo, at Rua Cardeal Arcoverde nº 2365, 3º andar, conjunto 33-Parte, Pinheiros, CEP 05.407-003 (“BHub Paralegal“);

(ii) “CONTRACTING PARTY” means the individuals or legal entities indicated and qualified in Clause 1 of the Summary Table;

(iii) “Agreement” jointly means these T&C, the Summary Table, the specific Terms & Conditions of the contracted product, as well as the Business Proposal sent to the CONTRACTING PARTY;

(iv) “Party” or “Parties” means the CONTRACTING PARTY and the SERVICE PROVIDER, when mentioned jointly or individually, as the case may be;

(v) “BHUB Platform” means the system (software) owned by BHUB, in which we store and manage the information made available by the CONTRACTING PARTY;

(vi) “Intellectual Property” means BHUB’s copyrights involving its brands, images, software, products, way of providing services, formulas, and algorithms created to serve its clients, which are the exclusive property of BHUB; and

(vii) “Summary Table” means the Summary Table of the Service Agreement signed by the CONTRACTING PARTY and BHUB.

PURPOSE
2.1. The purpose of the Agreement is the provision of Services by BHUB to the CLIENT, according to the plans and products chosen, detailed in the Summary Table, according to the specific terms and conditions of each product, as well as those set out in this instrument.

TERM

3.1. This Service Agreement shall be in force for the period agreed between the CONTRACTING PARTY and BHUB in the Summary Table and shall be renewed successively for equal terms unless the Parties agree otherwise in writing.

3.2. After contracting the Services and signing the Agreement, the CONTRACTING PARTY shall have up to seven (7) days to withdraw from continuing with the Services (Agreement termination) free of charge, i.e. nothing shall be due, and termination shall be immediate. If the CONTRACTING PARTY decides to cancel the Agreement after this period of seven (7) days, it may be terminated, subject to the provisions of Clause 10, and the amounts relating to the Services already provided up to the date of termination shall be due.

3.2.1. In the case of one-off/additional services, the CONTRACTING PARTY shall have up to seven (7) days to withdraw from said services. After this term, or if the Services have already been provided, the Agreement may be canceled, but the agreed amount shall be charged in full.

3.2.2. In the case of paralegal services (“Paralegal as a Service” or “PaaS“), the cases of withdrawal/termination shall comply with the provisions of the Terms and Conditions of Contract for PaaS Services (“PaaS T&C“).

PRICE AND PAYMENT

4.1. The amounts owed by the CONTRACTING PARTY to the BHUB as a result of the Services contracted, as well as the description of said services and the payment method are specified in the Summary Table.

4.2. Should any change occur that influences costs and/or makes it economically unfeasible for BHUB to maintain the plans and/or the agreed amounts, BHUB may adjust the said amounts and/or the plans, or even terminate them.

4.2.1. If this happens, BHUB shall notify the CONTRACTING PARTY about this adjustment thirty (30) days in advance, so the CONTRACTING PARTY can choose one of the existing plans. If the CONTRACTING PARTY does not express its acceptance within the aforementioned term, i.e. within thirty (30) days from the date of communication, BHUB shall automatically migrate to the plan which, at its sole discretion, is the most appropriate, and the CONTRACTING PARTY shall be charged according to the new amounts.

4.2.2. If the CONTRACTING PARTY does not agree with the new plans, it may terminate this Agreement, without entailing any compensation and/or fine, at which time only the amounts relating to the services provided up to the date of termination shall be due.4.3. In the case of services based on previously established assumptions, according to the Summary Table, the amount(s) owed by the CONTRACTING PARTY to the BHUB may be revised automatically and at any time, should these assumptions change.

4.4. Additional services may, from time to time, at the sole discretion of BHUB, be contracted by e-mail, at the prior written request of the CONTRACTING PARTY, the provision of which is subject to collection by BHUB. It is the CONTRACTING PARTY’s sole responsibility to inform its members, agents, employees, and/or service providers about this form of contracting the additional services in question, understanding as a request duly formalized by the CONTRACTING PARTY, for all legal purposes, any requests for additional services forwarded to BHub.

4.5. All possible charges, costs, expenses, guides, taxes, fees, and other expenses paid by BHUB on behalf of the CONTRACTING PARTY, including, without limitation, those required by City Halls, the Internal Revenue Service, Trade Boards, State and Municipal Finance Departments, sworn translators, notary publics, among others that are not expressly included in the Price shall be charged to the CONTRACTING PARTY in the invoice for the month immediately following the month in which payments are made.

4.6. Any amounts spent on materials to perform the Services, such as books, postage, stamps, file folders, CDS, copies, etc. may be paid in advance by BHUB, but must be reimbursed by the CONTRACTING PARTY in the invoice for the month immediately following the month in which the payments are completed.

4.7. The CONTRACTING PARTY hereby declares and agrees that if the CONTRACTING PARTY fails to make the payments due under this Agreement, BHUB may terminate the Agreement and charge the overdue amounts and applicable fines.

4.8. The overdue amounts shall be subject to a late payment fine of two percent (2%), interest for late payment of one percent (1%) per month pro rata die, and BHUB shall not be liable under any circumstances for damages caused during the period of default.

4.9. Non-payment of two (2) consecutive monthly fees (in the case of services contracted in the form of a monthly fee) generates automatic termination of the Agreement, regardless of notification without prejudice to the provisions of item 4.8 above.

4.10. The CONTRACTING PARTY hereby authorizes BHUB to send notices and charges via the e-mail address it has provided for the Service provision, and this communication is sufficient to constitute the delay in payment, and the resumption of the Service provision by BHUB shall only be possible upon full payment of the annual plan.

4.11. BHUB may assign the credit rights of the Contract to third parties or outsource collection procedures, subject to the applicable legislation in force.

PARTNER COMPANIES AND SERVICES

5.1. We work daily to automate our flows and guarantee new tools to make your life easier and, because of this, we offer the CONTRACTING PARTY the possibility of contracting directly with one of our partners for services such as Digital Accounts, Financial Services, Health Plans/Insurance, Insurance, Multi-Calculation Tools, Software, management systems and others that arise or are available during the term of our Agreement, with special conditions and sometimes with integration with our platform, so that the CONTRACTING PARTY can manage its business more easily (“Partner Services“).5.1.1 BHUB is not liable for the Partner Services, nor for issuing the corresponding invoices, but, with your authorization, we may forward your registration and (or) administrative and (or) accounting data so that they can contact the CONTRACTING PARTY to make offers or so that we can register you in their systems.

5.1.2. If you choose one of these Partner Services, we may, if this option is available, and with your authorization, include the amounts relating to these Partner Services in your billing slip / automatic debit / credit card charge, in which case you shall be responsible for passing them on to the contracted partner.

5.1.3. Regardless of whether or not our billing slip / automatic debit / credit card charge includes the charge for the Services in Partnership, the Service Invoice shall always be issued by the partner and not by BHUB.

COMMUNICATION, SECURITY AND CONFIDENTIALITY OF INFORMATION

6.1. The provision of services by BHUB (“Services“) and our communication shall take place primarily online and from the moment you complete and finalize your registration.6.1.1. The CONTRACTING PARTY may be contacted by WhatsApp and/or telephone. We may require prior registration of the number and e-mail address that the CONTRACTING PARTY will use to contact us and be contacted, as well as we may make registration confirmations to validate the identity of the CONTRACTING PARTY or the persons indicated by them to carry out communications with BHUB.

6.1.2. The CONTRACTING PARTY must keep the information requested up to date, truthful, and accurate at all times with BHUB, either through this Platform or through our BHUB service channels, in order to guarantee the proper provision of the contracted services.

6.1.3. We may request or use procedures to confirm the identification referred to in this section at our sole discretion.

6.2. By signing this Agreement, the CONTRACTING PARTY acknowledges and agrees that BHUB may access and use all the information provided during the registration process or our service and/or the provision of our Services, according to the applicable legislation in force, in particular, Federal Law No. 13.709/2018 (“General Personal Data Protection Law” or “LGPD”) and Law No. 12.965/14 (“Civil Rights Framework for Internet Use”), as well as according to our Privacy and Personal Data Protection Policy (“Policy”) and our other policies and terms and conditions relating to the matter, which are available on our website (https://bhub.com/).

6.2.1. The CONTRACTING PARTY hereby represents and warrants that all information, including that of third parties, shared with BHUB to provide the Services has been obtained lawfully, with due transparency, and with the appropriate authorizations, which are the CONTRACTING PARTY’s sole responsibility.

6.3. BHUB shall not share the information provided by the CONTRACTING PARTY with third parties, unless: (i) expressly authorized by the CONTRACTING PARTY; (ii) requested by public, governmental, administrative, or judicial authorities; (ii) requested by the OAB (Brazilian Bar Association), the CRC (Regional Accounting Council) or the CFC (Federal Accounting Council); (iv) necessary to instruct administrative or judicial proceedings; (v) indispensable for the fulfillment of legal or regulatory obligations; and (vi) are necessary – and within the limits of necessity – for hiring specialized collection companies, in the event of default on their part towards BHUB, and/or qualified companies, able to assist BHUB in providing the services contracted by the CONTRACTING PARTY.

6.4. The platform made available by BHUB shall be accessed through the username and password created by the CONTRACTING PARTY, and it is the CONTRACTING PARTY’s sole and exclusive responsibility to manage access to the information made available on the BHUB Platform, including the username and password created.

6.4.1. BHUB shall not be liable for any problems caused by people who have access to your username and password, through their responsibility, management, action, or omission.

6.4.2. The CONTRACTING PARTY is the sole responsible for signing and/or confirming any and all terms available on the BHUB Platform.

6.5. Confidential information (“Confidential Information“) means any and all information, verbal or written, data and/or process and/or procedure and/or idea that brings economic advantage and/or technological advantage and/or competitive advantage and/or commercial advantage, such as, but not limited to, staff information, technical information on platforms, software, devices, systems, products, service delivery methodology, information on costumers and potential customers, contacts, financial, sales, marketing and business model information, mode of operation, its plans and processes, know-how, operational flows, agreements, supplier data, customers, employees, confidential formulas, business information, trade and business secrets, and other information in the most diverse forms, inventions – regardless of whether they are patentable or not, intellectual creations in general, development systems, improvement or modification of projects.

6.6. The Receiving Party (“Receiving Party“) undertakes, for itself and any third parties related to it, to maintain in full and absolute secrecy any and all Confidential Information of the Disclosing Party (“Disclosing Party“), to which, under the Agreement, has had or will have access, unless disclosure is authorized by the Disclosing Party (“Disclosing Party“), in advance, expressly and in writing.

6.7. The Receiving Party, during the period in which it undertakes to maintain the confidentiality obligation, shall not use the Confidential Information for any purpose other than the performance of the Agreement.

6.8. The Receiving Party shall be exempt from any liability with regard to maintaining the confidentiality of the information it receives in the following cases:

i) information received which, at the time of disclosure, is already in the public domain;

ii) information received which, after the moment of disclosure, becomes public knowledge, except in the case of breach of the law or the Agreement, or breach by any third party who has a legal and/or contractual obligation of secrecy;

iii) information received which, demonstrably, is already in the possession of the Receiving Party at the time of its disclosure by the Disclosing Party, and has not been received by the Receiving Party, directly or indirectly, from the Disclosing Party or any other third party that has a legal and/or contractual obligation of secrecy;

iv) information received by the Receiving Party, but which, demonstrably, has already been developed by the Receiving Party, prior to and regardless of its disclosure by the Disclosing Party;

v) if its disclosure is required by a judicial or administrative order of a public authority, in which case the Receiving Party must notify the Disclosing Party in advance, expressly and in writing, of such request, in accordance with this clause, before disclosing the Confidential Information.

6.9. Upon termination of the relationship between the Parties, or upon a decision by either Party not to continue the provision of services or any existing relationship between the Parties, or if the Disclosing Party so requests, the Receiving Party shall promptly return to the Disclosing Party the Confidential Information or any physical or digital material containing Confidential Information.

6.9.1. The CONTRACTING PARTY may keep documents or copies of specific documents as proof of compliance with its obligations.

6.10. The Receiving Party undertakes to maintain the utmost secrecy regarding any and all Confidential Information to which it may have access or knowledge under the Agreement for the maximum period permitted by law and for as long as the information does not become public knowledge and is kept confidential.

7. CONTRACTING PARTY’S OBLIGATIONS AND STATEMENTS

7.1. In order for the Services to be provided with quality and in accordance with the law, the CONTRACTING PARTY shall need to provide BHUB with the data requested, as well as the information and documents necessary for the provision of the Services, within a period that shall be informed at the time of the request, and it is its sole and exclusive responsibility to keep them updated with BHUB. If the CONTRACTING PARTY has any questions, simply contact us through our channels.

7.2. The CONTRACTING PARTY must send the documents requested by BHUB within the terms set by our team (including collecting the physical and digital documents from the former accountant, if applicable, and sending them in digital format to BHUB), or, in the absence of a term set by the team, and in particular for the change of accountant and (or) the opening of the company, within a maximum of sixty (60) days from the date of the request.

7.2.1. BHUB’s technical liability shall begin upon receipt of all the documents requested.

7.2.2. Delays in submitting the documents may lead to legal issues for which BHUB is not liable. If the CONTRACTING PARTY needs our support in settling these issues, it shall have to hire our Additional Service to settle outstanding issues.

7.3. By accepting this Agreement, the CONTRACTING PARTY declares that the information that will be provided for the bookkeeping and preparation of accounting statements, ancillary obligations, calculation of taxes, and electronic files required by federal, state, municipal, labor, and social security inspections, as well as for the preparation of any documents, agreements, and/or various instruments, are reliable and accurate.

7.4.The CONTRACTING PARTY declares that: i) it is responsible for its business decisions and the internal controls of its company and that these are appropriate for the volume of transactions and the type of activity of its business; ii) its activity is not illegal under current laws; iii) all the documents that it generates and shall generate and forward to BHUB to provide the services are suitable and that the CONTRACTING PARTY is liable for their accuracy and legality; iv) it manages its stock, counting it, evaluating it and physically surveying it, and precisely informs us and shall continue to inform us in accordance with the law and with the correct measurement criteria that are consistent with reality v) the information recorded in the management and internal control system is controlled and validated with appropriate supporting documentation, and the CONTRACTING PARTY is fully liable for its accuracy and legality; vi) it is not aware of any fact that occurred during the period that could affect the financial statements or that could also affect the continuity of the company’s operations, being liable for keeping us informed of any and all events that may arise during our relationship contractual; vii) there has been no fraud or violation of laws, rules, or regulations whose effects should be considered for disclosure in the financial statements, or even give rise to the recording of a provision for liability contingencies, or, even, fraud involving third parties or committed by the CONTRACTING PARTY, by any member of management or an employee in a position of responsibility or trust whose effects should be considered for disclosure in the financial statements, or even give rise to the recording of a provision for liability contingencies; Viii) it is aware of its responsibility to issue invoices, as well as maintain and update its registration with municipal governments and on the BHUB platform – when and if applicable; ix) it is aware that it SHALL NOT BE ALLOWED TO EXERCISE BUSINESS ACTIVITY BEFORE COMPLETING THE REGISTRATION, pursuant to art. 966 of the Civil Code, and may not engage in any activity that requires prior licensing before obtaining the relevant license; x) it is aware that bookkeeping and the submission of ancillary statements must, by law, be carried out from the “Opening Date” shown on the CNPJ Card, and, if monthly advisory services are contracted (“Monthly Advisory“), BHUB shall have to issue retroactive statements of blocked transactions, thus being able to charge retroactive monthly fees (between the date of issuance of the CNPJ and the moment in which the CONTRACTING PARTY can operate), to guarantee its accounting and tax regularity; xi) BHUB is authorized to store and change its passwords, logins, and registrations with public authorities, as well as create new accesses required by law. This authorization includes the possibility for BHUB to generate and sign powers of attorney, including in favor of BHUB, and for the fulfillment of any regulatory, fiscal, or accounting obligation, including those subsequent to the signing of the Agreement, either on behalf of the company or its members (when necessary), in particular, but not limited to, municipal governments (this authorization does not transfer responsibility for issuing invoices to BHUB).

8. BHUB’S OBLIGATIONS

8.1. BHUB’s obligations are:

i) Provide the services under the terms and conditions set out in the Agreement;

ii) Dedicate its best efforts, expertise, and experience to ensure that the contracted services are provided satisfactorily and appropriately;

iii) Comply with all rules, policies, and laws applicable to the services provision when carrying out its activities;

iv) Provide the CONTRACTING PARTY with any clarifications and information necessary to monitor the progress of the services;

v) Return any writings, notes, and other physical or electronic data containing the CONTRACTING PARTY’s confidential information, either on termination of the Agreement or at the request of the CONTRACTING PARTY.

8.2. BHUB SHALL NOT BE LIABLE FOR ANY INDIRECT LOSSES OR DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING LOSS OF PROFITS, THIRD-PARTY CLAIMS, COST OF PROVIDING SUBSTITUTE GOODS, ALTERNATIVE SERVICES OR TECHNOLOGY, COST OF DOWNTIME. The total liability of BHUB for damages of any kind arising from the Services and the license of the BHUB Platform is limited to the direct damages incurred and proven by the CONTRACTING PARTY and in no case shall exceed the amount paid by the CONTRACTING PARTY during the term of this Agreement.

9. LICENSE TO USE THE BHUB PLATFORM

9.1. The CONTRACTING PARTY declares, accepts, and acknowledges that the BHUB Platform and the material available on it, as well as any modifications, updates, and new versions, are protected by copyright legislation and other Intellectual Property and software rights.

9.2. BHUB, as the legitimate licensor of the BHUB Platform, grants the CONTRACTING PARTY the temporary, free, non-exclusive, limited, and non-transferable right to use the BHUB Platform, under the terms and conditions contained herein, subject to any rights, including copyright and other Intellectual Property rights related to the BHUB Platform.
9.3. The use of the BHUB Platform shall be restricted to registered individuals and the number of users and/or accesses shall be restricted to the number informed at the time of contracting our services.

9.4. This Agreement does not generate acquisition rights or any other rights over the BHUB Platform, and it is expressly forbidden for the CONTRACTING PARTY and (or) third parties to: i) transfer, trade, sublicense, lend, rent, lease or, in any other way, dispose of the BHUB Platform; ii) make modifications, additions, or derivations of the BHUB Platform, either by themselves or by hiring third parties; iii) reverse engineer, decompile, or disassemble the BHUB Platform, or take any other action that enables access to its source code, without the prior written consent of BHUB; and iv) copy, in whole or in part, the BHUB Platform, or use it in a manner other than that expressly stipulated in this Agreement.

9.5. Should the CONTRACTING PARTY introduce any modifications or amendments to the BHUB Platform, no liability can be directed to BHUB and the agreement shall be subject to immediate termination, without the CONTRACTING PARTY being entitled to prior notice.

9.6. Subject to applicable law, BHUB shall not offer any warranties or conditions other than those expressly identified in this Agreement, whether they are warranties or conditions of non-infringement of rights, suitability of the BHUB Platform or services for trade and/or for specific purposes.

9.7. BHUB guarantees that the BHUB Platform shall operate according to the Documentation provided by the CONTRACTING PARTY. This warranty shall not apply: i) If a failure in the BHUB Platform results from an accident, violation, misuse, or the sole fault of BHUB or third parties; ii) In the event of problems, errors, or damage caused by the concomitant use of other software that has not been licensed or developed by BHUB; and iii) As a result of any non-compliance of this Agreement by the CONTRACTING PARTY.

9.8. The CONTRACTING PARTY declares its awareness and agreement that the proper functioning of the BHUB Platform shall depend on operating systems and infrastructure, such as Internet access and telecommunications services, provided by third parties, whose contracting responsibility is exclusively its own. Under no circumstances shall BHUB be liable for the improper functioning of the BHUB Platform due to problems arising from such operating systems and infrastructure provided by third parties, including equipment and internet browsers.

9.9. BHUB shall use its best efforts to solve, interrupt, or cease problems arising from modifications, additions, updates, customizations, and new versions of the BHUB Platform. The CONTRACTING PARTY, however, agrees and acknowledges that any problems on the BHUB Platform arising from attacks by third-party programs on the BHUB Platform, including viruses and the like, shall not be the responsibility of BHUB.

10. TERMINATION

10.1. The CONTRACTING PARTY may request the termination of its agreement at any time by giving BHUB thirty (30) days’ notice (the period we need to transfer technical liability and bring your journey with us to an orderly end). In this case, the CONTRACTING PARTY must pay the monthly fee corresponding to the notice period. There are no fines or complications. We believe in good service and transparency.

10.2. If any payments are overdue during the notice period, the CONTRACTING PARTY shall have to pay all these amounts by the intended end date of our Agreement.

10.3. THERE SHALL BE NO SUSPENSION OF THE TERM OF THIS AGREEMENT IF THE CONTRACTING PARTY FAILS TO COMPLY WITH ITS DUTIES AND OBLIGATIONS (INCLUDING PROTOCOLS, SIGNATURES, SUBMISSION OF DOCUMENTS, PAYMENT OF FEES, PROCEEDINGS AT REGISTRY OFFICES, ETC.) NECESSARY TO COMPLETE THE OPENING OF THE COMPANY.

10.4. If we realize that the CONTRACTING PARTY is or if we have indications that the CONTRACTING PARTY is, in our sole judgment, practicing acts contrary to the law and contractual good faith, such as attempting and (or) carrying out tax evasion (tax dodging), the falsification of documents, the attempt and (or) making payments and (or) the offer of advantages to public agents to obtain an illicit advantage and (or) that prevent the regular exercise of accounting and (or) the accounting standards or the work of the accountant and (or) offering or making payments and (or) offering advantages to BHUB employees for them to carry out acts contrary to internal policies and (or) for them to violate laws, regulations, standards, instructions and the like, BHUB may and shall terminate the Agreement and remove the CONTRACTING PARTY from its client base and shall terminate the agreement, without the CONTRACTING PARTY having the right to 30 (thirty) days prior notice.

10.5. If BHUB finds that the CONTRACTING PARTY is not complying with the provisions of the Agreement, for example, by delaying document deliveries, providing inaccurate or erroneous information, or otherwise failing to comply with this instrument, BHUB shall notify the CONTRACTING PARTY so that, within five (5) days, it can fully comply with its obligations, respecting the other terms and conditions of the Agreement. If, after this period, the CONTRACTING PARTY remains in default of these obligations, BHUB may, at its sole and exclusive discretion, terminate the Agreement, as well as exclude the CONTRACTING PARTY from its client base, without prejudice to the applicable penalties and compensation for losses and damages suffered.

10.6. The Agreement shall also be terminated by operation of law, regardless of prior judicial or extrajudicial notification, in the following cases:

i) dissolution or any other form of extinction of the Parties, as provided for by law or by the respective articles of association or bylaws, except in the event of merger, consolidation, or spin-off, in which there is no prejudice to the fulfillment of the obligations provided for herein;

ii) decree of bankruptcy, judicial or extrajudicial reorganization, intervention, or extrajudicial liquidation of either Party;

iii) supervening technical or economic incapacity of either Party.

10.7. If your company becomes inactive (no transactions) or with low movement, your accounting, tax, and labor obligations shall continue to exist regardless of transactions and, therefore, our service shall continue to be provided normally until cancellation is requested.

10.8. In the event of an Agreement termination, according to the services contracted, your company’s documents and Ledgers shall be made available for delivery to the new technical manager, and it is your responsibility to carry out such delivery, and the technical liability of BHUB professionals shall not continue from the date of termination, pursuant to CFC Resolution 1590/2020.

11. DATA PROTECTION AND PRIVACY

11.1. For the purposes of providing the Services, BHUB shall process personal data (“Personal Data“) provided by the CONTRACTING PARTY (“Processing“), under the applicable legislation in force, in particular the “LGPD” and the Civil Rights Framework for Internet Use, as an operator (“Operator”), according to the provisions of the LGPD. In this case, when BHUB processes Personal Data for the execution of the Agreement, the provisions of this clause, as well as those of its Policy, shall apply, without prejudice to the other legal rules governing the matter.

11.2. The Processing shall be carried out pursuant to the Agreement, these T&C, and the BHUB Policy, without prejudice to the provisions of current legislation on the matter.

11.3. The CONTRACTING PARTY hereby acknowledges and agrees that BHUB may carry out the international transfer of Personal Data to execute the Agreement, being understood that this shall take place according to the security measures necessary to ensure the confidentiality, integrity, and availability of the Personal Data transferred, in compliance with the applicable legislation in force, in particular the LGPD.

11.4. BHUB manages access to the Personal Data processed, making reasonable efforts, according to current technology, to ensure the security of its systems, in order to ensure the integrity, confidentiality, and traceability of said data, as well as restricted access, limited to the quantum necessary to provide the Services.

11.4.1. In order to make the provisions of item 11.4, BHUB adopts security measures aimed at: (i) protecting the CONTRACTING PARTY’s Personal Data assets in the context of the performance of the Services, against total or partial destruction or loss, damage, change, unauthorized disclosure or access, or any other form of unlawful processing, through the implementation of permanent, temporary, or corrective technical and organizational measures, according to best practices and local regulations; and (ii) ensuring compliance with the Client’s minimum security requirements.

11.4.2. BHUB also undertakes to make every reasonable effort to ensure: (i) notification to the CONTRACTING PARTY in a timely manner of any event that demonstrably violates the security of its information assets or exposes them to risk; (ii) assisting the CONTRACTING PARTY with the provision of information requested by the CONTRACTING PARTY, as reasonably required, in order to enable the CONTRACTING PARTY to comply with its obligations provided for by law; and (iii) compliance with the provisions set forth herein and with the other rules and policies governing this Agreement.

11.5. In the event of loss, destruction, change, disclosure, or unauthorized access to Personal Data, BHUB shall make reasonable efforts to restore said information in order to minimize any resulting impacts.

11.5.1. BHUB shall inform the CONTRACTING PARTY of the nature and scope of any impacts referred to in item 11.5, as well as any others arising, for example, from any hacker invasions, non-compliance, or suspected non-compliance with the security obligations mentioned in this Agreement, or even arising from situations of risk exposure.

11.5.2. In the cases provided for herein, BHUB shall assist the CONTRACTING PARTY by providing the means necessary to implement actions that allow for settling or responding to breaches, including, if applicable, through notifications to the competent Authorities and people involved in such breaches.

11.6. Personal Data processed by BHUB may be deleted from our database or made anonymous when requested by the CONTRACTING PARTY, at the end of the Agreement signed, by written agreement between the Parties, or when they are no longer necessary or relevant to the Service provision unless there is any another reason for its maintenance by BHUB, such as: (i) compliance with a legal or regulatory obligation; (ii) regular exercise of rights; and (iii) legitimate interests of BHUB, being certain that, in such cases, the data shall be kept for as long as the need and/or relevance that gave rise to the storage prevails.

11.7. BHUB has a customer service channel, through which the CONTRACTING PARTY may settle, among other doubts, those relating to the Processing carried out and security-related issues. BHUB shall assist the CONTRACTING PARTY in complying with requests made by data subjects concerning the Personal Data processed due to the Agreement, by providing the information requested by the CONTRACTING PARTY.

11.8. BHUB shall be liable for any direct damages arising from incidents occurring in environments owned by it, involving Personal Data processed by it as a result of the Agreement, provided that it has proven to have caused said incidents, subject to the provisions of item 8.2 herein. BHUB shall not be liable for any loss or damage arising from: (i) force majeure; (ii) acts of God; (iii) events attributable to the CONTRACTING PARTY or third parties, and the CONTRACTING PARTY hereby acknowledges that it is entirely liable for any loss or damage arising from the actions or omissions of its members, representatives, employees or third party contractors, also undertaking to request the immediate exclusion of BHUB from any lawsuit brought cumulatively against the CONTRACTING PARTY, exempting the CONTRACTING PARTY and immediately reimbursing the CONTRACTING PARTY for any costs incurred, including attorney’s fees, within five (5) days from the receipt of a formal request in this sense, under penalty of BHUB suspending the services provided, regardless of prior notification to the CONTRACTING PARTY, until this obligation is fulfilled.

12. OBLIGATION TO COMPLY WITH ANTI-CORRUPTION LAWS

12.1. Any and all harmful acts, especially against the public administration and assets, national or foreign, or that violate the principles of public administration or international commitments assumed by Brazil, must be rejected by the CONTRACTING PARTY, which undertakes to guide its activities and relationships in the highest legality and morality, subject to the provisions of current legislation, including, but not limited to, the Decree-Law No. 2.848/1940 (Criminal Code), Law No. 8.429/1992, Law No.. 8.666/1993 (Administrative Misconduct), Law No. 9.613/1998 (Crime of “money laundering” or concealment of assets, rights and values), Law No. 12.529/2011 (Brazilian System for Protection of Competition), in addition to all the international anti-corruption commitments made by Brazil, especially Law No. 12.846/2013 (Brazilian Business Anti-Corruption Law), which provides for the administrative and civil liability of legal entities for the practice of acts against the public administration (i) national, direct and indirect, of any of the Powers of the Government, the States, the Federal District and the Municipalities, or (ii) foreign, without prejudice to the individual liability of its officers, directors or any person co-authoring or participating in the illicit act. The CONTRACTING PARTY shall refrain from any and all practices that involve undue advantage to a public agent, fraud in contracts and/or bidding procedures, manipulation of the financial-economic balance of the agreement, blocking or obstructing investigative or supervisory activity by the competent authorities, fraudulent internal accounting controls, forgery of accounting books or records or the existence of any fund or asset that is not duly registered in BHUB’s accounting books or records, or any other related act.

12.2. Failure to comply with the provisions of this clause shall entitle BHUB to immediately terminate this instrument, as well as to be indemnified by the offending Party for any and all costs, fines, and/or damages it may be proven to have suffered as a result of such actions and/or omissions.

13. ENVIRONMENT AND WORKPLACE PROTECTION

13.1. The Parties recognize the importance of (i) protecting and preserving the environment; and (ii) fighting negative discrimination and racial segregation, and undertake to adopt corporate practices to protect and preserve the environment, as well as to include and respect diversity, and also demand this from their officers, employees, suppliers, service providers, and/or related third parties.

13.2. The Parties declare that they comply with the provisions of Article 7, XXXIII, of the Federal Constitution, and demand the same of their officers, employees, suppliers, service providers, and/or third parties declare that they do not employ, either directly or indirectly, even through subcontractors, minors under eighteen (18) years of age in night-time, hazardous, or unhealthy activities and/or minors under sixteen (16) years of age in any type of work, except as apprentices, from the age of fourteen (14). The Parties also recognize the importance of eradicating any form of work analogous to slavery in the national territory, undertaking to fight it in any of its forms.

14. GENERAL PROVISIONS

14.1. The Agreement reflects the entirety of the understandings and agreements entered into between the Parties concerning its purpose. Therefore, the Agreement revokes and replaces any understanding, agreement, or contract, whether oral or written, entered into prior to the signing of the Agreement, which refers to the same purpose herein.

14.2. The Agreement may only be validly amended, modified, or supplemented by express agreement of the Parties, through a duly written amendment signed by the Parties’ legal representatives.

14.3. The partial invalidity of the Agreement shall not affect the part considered valid, provided that the obligations are separated from each other. If the provision of this clause occurs, the Parties hereby undertake to negotiate, as soon as possible, the inclusion of valid terms and conditions that reflect the terms and conditions of the invalid clause, subject to the purpose and intention of the Parties when negotiating the invalid clause and the context in which it is inserted.

14.4. The tolerance of either Party concerning the requirement of regular and timely compliance with the obligations of the other Party shall not constitute a waiver, alteration, modification, or novation of any of the rights or obligations set forth in the Agreement, constituting mere freedom, which shall not prevent the other Party from demanding the faithful and full compliance with this Agreement.

14.5. No waiver of any right granted in this Agreement shall be valid unless formalized in writing by the waiving Party.

14.6. This Agreement binds the Parties and their successors in any capacity, irrevocably and irreversibly, to the faithful fulfillment of this Agreement.

14.7. The Contract may be amended if necessary. BHUB reserves the right to cancel or modify these T&C when it deems it appropriate, notifying this situation through a publication on the website https://www.bhub.com/.

14.8. The Parties hereby declare, for all purposes, that they are independent and autonomous, so that this Agreement does not create any other type of bond between them, including, but not limited to, any mandate, company, association, partnership, consortium, joint venture, or commercial representation between the Parties. Each Party is fully liable for its acts and obligations undertaken in this Agreement. The Parties acknowledge that they have no authority or power to, directly or indirectly, negotiate, hire, assume any kind of obligation, or create liability on behalf of the other Party under any circumstances.

14.9. All taxes and fiscal charges due under this Agreement shall be the sole liability of the taxpayer as defined by tax legislation.

14.10. The Parties acknowledge that there is no labor relationship and/or legal and economic subordination in this relationship between the Parties, as well as between its employees and/or service providers, and each Party is fully liable for the labor, insurance, accident, and social security charges of all labor contracted for the performance of the purpose of this Agreement.
14.10.1. Suppose either Party is held liable for any obligations or disputes of a labor, insurance, accident, tax, and social security nature involving the employees or service providers of the other Party. In that case, the latter undertakes to immediately request the exclusion of the innocent Party from the defendant’s side of the lawsuit and if the innocent party is forced to provide its own defense, the innocent party shall be indemnified by the other party for all amounts that the innocent party has spent to provide such defense, including amounts arising from convictions, court costs and expenses, expert fees, attorneys’ fees and contracted fees (in the latter case, provided that they are reasonable). The innocent Party can further use any of the third-party intervention methods established by the civil procedural law.

14.11. All notices and communications required or permitted in the Agreement shall be sent in writing and delivered to each Party at the e-mail addresses mentioned in the Summary Table as informed in the CONTRACTING PARTY’s registration, with acknowledgment or proof of receipt.

14.12. The Parties are responsible for keeping their information for the submission of notifications duly updated, under the penalty of otherwise a notification sent to an address not updated being considered delivered.

14.13. The Parties declare, under penalty of law, that they are legally constituted and exist according to Brazilian law, that they are duly accredited to carry out their business, and that they are in good standing, under the applicable legislation, including regarding the necessary licenses and authorizations. They further declare that the signatories to this Agreement are their legal representatives, duly constituted in the form of their respective Articles of Association, with powers to assume the obligations contracted in the Agreement.

14.14. The Parties declare and acknowledge that they have perfectly understood the meaning and scope of all clauses and conditions agreed upon in this Agreement, undertaking to faithfully comply with them in accordance with the principles of good faith and loyalty, refraining from invoking, in the future, caveats, oppositions, or exceptions that imply modification of the agreements entered into or that intend to construct them in a manner different from that literally agreed.

14.15. The Agreement shall be binding upon the Parties and their successors in any capacity.

14.16. The Agreement shall be governed by and construed in accordance with the laws applicable and in force in the Federative Republic of Brazil.

14.17. The courts of the Judicial District of São Paulo, State of São Paulo, are hereby elected to settle any doubts or disputes arising from the Agreement, expressly waiving any other, however privileged.

15. EXPIRATION DATE

15.1. These T&C shall be valid for an indefinite period from September 25, 2023, until their general termination is published via the website https://bhub.com/.

GENERAL TERMS AND CONDITIONS FOR CONTRACTING SERVICES (“T&C”) – CAAS

1. DEFINITIONS

1.1. The expressions below, whenever used in this document, in the singular or plural, shall have the meaning attributed to them as follows:

(i) “BHUB” means BHub Serviços e Tecnologia Ltda, a limited liability company, with registered office in the City of São Paulo, State of São Paulo, at Rua Cardeal Arcoverde n° 2365, Pinheiros, CEP (Zip Code) 05407-003, registered with CNPJ (Corporate Taxpayer Registration) under No. 42.330.545/0001-06 (“BHub Tecnologia“) and, as applicable and when acting jointly with BHub Tecnologia (a) for the purposes of providing accounting and financial products, BHub Contabilidade Ltda., a limited liability company, registered with CNPJ/ME under No. 43.618.130/0001-03, with registered office in the City of São Paulo, State of São Paulo, at Rua Cardeal Arcoverde nº 2365, 3º andar, conjunto 31, Pinheiros, CEP 05407-003 (“BHub Contabilidade“) ; and (b) for the purposes of providing paralegal services, BHub Serviços de Paralegal LTDA, a limited liability company, registered with CNPJ/ME under No. 51.097.182/0001-00, with registered office in the City of São Paulo, State of São Paulo, at Rua Cardeal Arcoverde nº 2365, 3º andar, conjunto 33-Parte, Pinheiros, CEP 05.407-003 (“BHub Paralegal“);

(ii) “CONTRACTING PARTY” means the individuals or legal entities indicated and qualified in Clause 1 of the Summary Table ;

(iii) “Agreement” jointly means these T&C, the BHUB T&C, the Summary Table and the Business Proposal sent to the CONTRACTING PARTY; and

(iii) “Summary Table” means the Summary Table of the Service Agreement signed by the CONTRACTING PARTY and BHUB.

2. PRODUCT

2.1. Accounting as a Service (“CaaS“)

3. SCOPE

3.1. The CaaS services to be provided by BHUB to the CONTRACTING PARTY (“Services“) comprise the activities described in Clause 3 of the Summary Table, and may include, among others, those indicated below, according to the contracted scope:

(a) Personnel Department (“DP“):

Generates information and calculations relating to Payroll and Salary Advances, as well as their respective charges within their terms: Payroll, Net Wages, Receipts, and Vacation Scheduling.
Provision of severance calculations, according to the collective agreement and legislation: TRCT (Termination Agreement), GRRF (Payment Slip for Termination) FGTS (Guarantee Fund for Length of Service) FINE (when applicable), FGTS Statement, FGTS Movement Key, SD – Unemployment Insurance (via web since 04/01/2015) and Homologation (when requested by the CONTRACTING PARTY – Consult Amounts for this service).
Carry out recalculations when requested by the CONTRACTING PARTY (for an additional charge): FGTS, Payroll, Salary Advance, Vacation, Termination, etc.
Availability of vacation calculations and Vacation Receipts.
Provision of admission contracts: Admission KIT (registration form, employment contract, and label) as provided for by Law.
Forward the income report of employees, interns, and freelancers who have been processed through the payroll.
Transmitting eSocial events.

(b) Accounting:

Bookkeeping;
Reconciliation of tax, DP and Financial Integrations;
Trial Balance Sheet Preparation;
Preparation of DRE (Income Statement);
Balance Sheet Preparation;
Delivery of Monthly Closing Documentation;
Delivery of the Annual Closing Documentation;
Delivery of accessory obligations (ECD/ECF/DIRF/IBGE Equivalent Circulation Density/Equivalent Circulation Density/Individual Income Tax Return/Brazilian Institute of Geography and Statistics).

Importing invoices (Services taken, services provided, goods receipt and issue invoices, bills of lading);
Bookkeeping of invoices in the ERP (Enterprise Resource Planning);
Calculation of federal/state/municipal taxes (ISSQN – Tax On Services of Any Nature, PIS – Social Integration Program, COFINS – Contribution for the Financing of Social Security, ICMS – State Goods and Services Tax, ICMS ST – Tax Substitution, IRRF – Individual Tax Return, CSRF, INSS – National Institute of Social Securit), CSLL – Social C ontribution on Net Income, IRPJ – Legal Entity Tax Return, IOF – Tax on Financial Operations, CIDE – Contribution for Intervention in the Economic Domain, IPI – Tax on Manufactured Products, TFE – Operating Tax, Fees);
Preparation and delivery of accessory obligations at federal, state, and municipal levels (Sped fiscal EFD ICMS/IPI, EFD Contribuições, EFD Reinf, GIA, DCTF Web, DCTF Original, DIRF, DSTDA, Sintegra, Assessment of the Simples Nacional, DASN, DEFIS, GIA ST).

4. PRICE

4.1. The amount referred to in clause 4 of the Summary Table (“Price“) considers the following criteria: (i) number of employees; (ii) tax regime; (iii) type of activity carried out; (iv) number of tax documents (relating to sales, purchases and services); (v) monthly turnover; (vi) number of branches, among others, previously communicated by the CONTRACTING PARTY, and may be adjusted according to the business proposal sent to the CONTRACTING PARTY.

4.2. In the case of services based on previously established assumptions, according to the Summary Table, the amount(s) owed by the CONTRACTING PARTY to the BHUB may be revised automatically and at any time, should these assumptions change.

4.3. The Price may be readjusted annually at the beginning of each fiscal year by the positive variation of the IPCA (National Extended Consumer Price Index)/IBGE or another that replaces it and is appropriate, as understood by BHUB to correct the Services.

4.4. Should any change occur that influences costs and/or makes it economically unfeasible for BHUB to maintain the plans and/or the agreed amounts, BHUB may adjust the said amounts and/or the plans, or even terminate them.

4.4.1. If this happens, BHUB shall notify the CONTRACTING PARTY about this adjustment thirty (30) days in advance, so the CONTRACTING PARTY can choose one of the existing plans. If the CONTRACTING PARTY does not express its acceptance within the aforementioned term, i.e. within thirty (30) days from the date of communication, BHUB shall automatically migrate to the plan which, at its sole discretion, is the most appropriate, and the CONTRACTING PARTY shall be charged according to the new amounts.

4.4.2. If the CONTRACTING PARTY does not agree with the new plans, it may terminate this Agreement, without entailing any compensation and/or fine, at which time only the amounts relating to the services provided up to the date of termination shall be due.

4.5. If the CONTRACTING PARTY becomes inactive (no movement) or has low movement, the CONTRACTING PARTY shall not be exempt from paying the monthly fee, nor shall it be entitled to rebates. This happens because the accounting, tax, and labor obligations continue to exist, regardless of movement, and, therefore, BHUB shall continue to provide the aforementioned Services as usual, until their cancellation is requested and/or any contractual termination occurs.

4.6. The CONTRACTING PARTY acknowledges and agrees that if the CONTRACTING PARTY fails to make the payments due under this Agreement, the SERVICE PROVIDER may terminate the Agreement and charge the CONTRACTING PARTY the overdue amounts and applicable fines.

4.7. The overdue amounts shall be subject to a late payment fine of two percent (2%), interest on arrears of one percent (1%) per month, and monetary restatement by the IPCA/IBGE, all calculated pro rata die, and the CONTRACTING PARTY shall not be liable under any circumstances for damages caused during the period of default.

4.8. Non-payment of two (2) consecutive monthly fees (in the case of services contracted in the form of a monthly fee) shall result in automatic termination of the Agreement, regardless of notification without prejudice to the provisions of item 4.6 above.

5. ADDITIONAL AMOUNTS

5.1. All possible charges, costs, expenses, guides, taxes, fees, and other expenses paid by BHUB on behalf of the CONTRACTING PARTY, including, without limitation, those required by City Halls, the Internal Revenue Service, Trade Boards, State and Municipal Finance Departments, sworn translators, notary publics, among others that are not expressly included in the Price shall be charged to the CONTRACTING PARTY in the invoice for the month immediately following the month in which payments are made.

5.2. Any amounts spent on materials to perform the Services, such as books, postage, stamps, file folders, CDS, copies, etc. may be paid in advance by BHUB, but must be reimbursed by the CONTRACTING PARTY in the invoice for the month immediately following the month in which the payments are completed.

5.3. Additional services may, from time to time, at the sole discretion of BHub, be contracted by e-mail, at the prior written request of the CONTRACTING PARTY, the provision of which is subject to collection by BHUB. It is the CONTRACTING PARTY’s sole responsibility to inform its members, agents, employees, and/or service providers about this form of contracting the additional services in question, understanding as a request duly formalized by the CONTRACTING PARTY, for all legal purposes, any requests for additional services forwarded to BHub.

5.4. Demands that are not described in Clause 3 of the Summary Table and that involve monitoring inspections, Due Diligence, and/or delivery of any written document related to social security, accounting, and/or tax consultations are not included in the scope of the Services, nor the Price, and shall be charged separately to the CONTRACTING PARTY in the month immediately following the month in which they are completed.

6. RULES FOR THE SERVICE PROVISION

6.1. The Services shall not be provided to companies: (i) trading in import and export activities; (ii) whose employees’ pay is calculated in hours (hourly), days (daily), weeks, or intermittent agreements.

6.2.1. Should any of the conditions listed in Clause 6.1 come into existence during the performance of the Agreement, BHUB reserves the right to terminate the Agreement immediately, regardless of prior notice.

6.2.2. If, during the performance of the Agreement, the CONTRACTING PARTY sets up new subsidiaries, the CONTRACTING PARTY hereby acknowledges that the performance by BHUB of the Services related to such new subsidiaries shall be subject to additional costs in the amount of the Agreement.

6.3. BHUB shall not be liable for the understandings given by class representation or regulatory authorities regarding the activities carried out by the CONTRACTING PARTY.

7. CONTRACTING PARTY’S OBLIGATIONS AND STATEMENTS

7.1. For the proper and correct provision of the Services, the CONTRACTING PARTY undertakes to:

(i) Acquire the Digital Certificate Template A1, if it doesn’t have one yet. Without it, BHUB is unable to provide the Services that depend on it, in particular, to deliver a statement, the failure of which shall subject the CONTRACTING PARTY to penalties which, under no circumstances, shall be reimbursed by BHUB;

(ii) Provide, MONTHLY OR WHEN REQUESTED BY BHUB, the tax-accounting documentation requested, electronically, through the BHUB Platform or other means indicated by BHUB, within the term previously informed by BHUB.

(iii) Send electronic invoices via the BHUB Platform (if available for your location) or import said invoices into the BHUB Platform, where applicable;

(iv) Import into the BHUB Platform or other means indicated by BHUB the monthly bank statement, in OFX format or another applicable format, as directed by BHUB;

(v) Send proof of payment of taxes and other expenses through the BHUB Platform or other means indicated by BHUB;

(vi) Respond to all requests from the BHUB for documents and information relating to financial transactions that may have an impact on the accounting information. Under no circumstances shall BHUB be liable for the transmission of incomplete or inaccurate information in the event of not receiving the necessary and/or requested information in time;

(vii) Keep available and up to date with BHUB, especially on the BHUB Platform, all your users and passwords for the City Hall and Internal Revenue Service systems, and the Digital Certificate for transmitting the company’s accounting information to the necessary authorities. Under no circumstances shall BHUB be liable for the failure to send said information if the CONTRACTING PARTY changes the user data and passwords of the systems referred to in this item (vii), including the Digital Certificate, and/or fails to update them with BHUB, in particular on the BHUB Platform.

(viii) Respect all terms indicated by BHUB to enable the correct provision of accounting Services or pay the amounts related to processes for “reopening” the provision of Services due to non-compliance with the term.

(ix) Report every month on payments received, taxes paid and invoices issued;

(x) Before the end of each financial year, read and accept the Management Responsibility Charter, according to Article 3 of CFC Resolution No. 1,590/2020 of the Federal Accounting Council, which shall be made available on the BHUB Platform or other means indicated by BHUB;

(xi) Accessing the BHUB Platform monthly to check the information and communications relating to the company, as well as complying with all the requirements of the terms signed with the BHUB Platform;

(xii) Send employee payrolls to the BHUB Platform or other means indicated by BHUB, where applicable;

(xiii) Take responsibility for the correct filing of all documents, including receipts for expenses and invoices received;

(xiv) Take responsibility for identifying the income and expenditure corresponding to the imported documents;

(xv) Comply with any and all requirements, whenever necessary and requested by any public authorities, within the term allowed by the competent authority;

(xvi) If necessary, register the company with the authorities that regulate its commercial activity;

(xvii) Keeping your registration active and up to date with City Halls and other public authorities.

7.2. If the BHUB Platform is unavailable, the CONTRACTING PARTY must send its documentation, within the term set out in Clause 7.1, item (ii), by e-mail to meajuda@bhub.com. This shall only be accepted in exceptional cases of systemic unavailability. The unavailability does not, under any circumstances, extend the term for delivery or the CONTRACTING PARTY’s obligation to deliver the documents.

7.3. BHUB shall be liable for any fines arising from the submission of statements after the legal term and the payment of late taxes, in case its due to the failure to provide the Services, due to the sole and proven fault of the BHUB.

7.3.1. BHUB is exempt from paying the fines referred to in Clause 7.3 if the CONTRACTING PARTY has given cause, for any reason whatsoever, including but not limited to delays in the delivery of documents and statements or the actions and omissions of external entities and persons who are not employees or service providers of the BHUB, as well as in cases where there is not enough time to perform the Services and/or BHUB does not own the information and documentation necessary to carry out the activity, within the term indicated by BHUB.

7.4. The CONTRACTING PARTY hereby declares that:

(i) is responsible for its business decisions and its company’s internal controls, and that these are appropriate for the volume of transactions and the type of business activity;

(ii) its activity is not illegal according to the current laws;

(iii) all the documents it generates and shall generate and forward to BHUB for the provision of the Services are suitable, and the CONTRACTING PARTY is liable for the accuracy and legality of each one of them;

(iv) manages stock, counting it, evaluating it, and physically surveying it, and informs and shall continue to inform the BHUB about said stock, accurately, according to the law and with the correct measurement criteria, consistent with reality;

(v) the information recorded in the management and internal control system is controlled and validated with appropriate supporting documentation, and the CONTRACTING PARTY is fully liable for all the contents of the database and electronic files generated;

(vi) is not aware of any facts that have occurred during the period that may affect the financial statements or that may affect the continuity of the company’s operations and undertakes to keep BHUB informed of any and all events that may arise during the contractual relationship to which this instrument refers;

(vii) there was no fraud or violation of laws, rules, or regulations whose effects should be considered for disclosure in the financial statements, or even give rise to the recording of a provision for contingent liabilities, or even fraud involving third parties or practiced by the CONTRACTING PARTY, by any member of the administration or employee in a position of responsibility or trust whose effects should be considered for disclosure in the financial statements, or even give rise to the recording of a provision for contingent liabilities;

(viii) is aware that it is its responsibility to issue invoices, as well as to maintain and update its registration with the municipal authorities and on the BHUB Platform – when and if applicable;

(ix) is aware that it SHALL NOT BE ALLOWED TO EXERCISE BUSINESS ACTIVITY BEFORE COMPLETION OF THE REGISTRATION, pursuant to art. 966 of the Civil Code, nor shall it be able to exercise activity that requires prior licensing before obtaining the respective necessary license.

(x) is aware that bookkeeping and the submission of ancillary statements must, by law, be carried out from the “Date of Opening” shown on the CNPJ Card, and, if monthly advisory services are contracted (“Monthly Advisory Services“), BHUB will have to issue retroactive declarations of non-movement, and may therefore charge retroactive monthly fees (between the date the CNPJ was issued and the moment you can operate), to guarantee your accounting and tax regularity.

(xi) BHUB is authorized to store and change the CONTRACTING PARTY’s passwords, logins, and/or registrations with public bodies, as well as to create new accesses required by law. This authorization includes the possibility for BHUB to generate and sign powers of attorney, including in favor of BHUB, and for the fulfillment of any regulatory, fiscal, or accounting obligation, including those subsequent to the signing of the Agreement, either on behalf of the company or its members (when necessary), in particular, but not limited to, municipal governments (this authorization does not transfer responsibility for issuing invoices to BHUB).

7.5. Under no circumstances shall BHUB be liable for any investment, costs, lost profits, third-party claims, or costs of supplying substitute goods or services, should the CONTRACTING PARTY commence the activities referred to in item ix above prior to the conclusion of the company opening process, nor shall BHUB be liable for any downtime costs, or any event which may result in damage to the CONTRACTING PARTY.

8. GENERAL PROVISIONS

8.1. In the event of termination, the CONTRACTING PARTY’s documents and Accounting Books, as applicable, shall be made available for delivery to the new technical manager, and the CONTRACTING PARTY shall be responsible for carrying out such delivery, and the technical responsibility of BHUB’s professionals shall not persist from the date of termination, pursuant to CFC Resolution 1590/2020.

8.2 The CONTRACTING PARTY acknowledges and agrees that it is responsible for the payment of any and all fees to be paid before any and all public or governmental authorities whenever necessary for the regular operation of the company, and its attendance and external personal services (due diligence) in these authorities (notary offices, trade boards, city halls) are not included in the services provided by BHUB and may, if available in your area of activity, be contracted separately.

8.3. BHUB reserves the right to cancel or modify these T&C when it deems it appropriate, notifying this situation through a publication on the website https://www.bhub.com/.

9. EXPIRATION DATE

9.1. These T&C shall be valid for an indefinite period from September 25, 2023, until their general termination is published via the website https://bhub.com/.

GENERAL TERMS AND CONDITIONS FOR CONTRACTING SERVICES (“T&C”) – FAAS

DEFINITIONS:

1.1. The expressions below, whenever used in this document, in the singular or plural, shall have the meaning attributed to them as follows:

(ii) “CONTRACTING PARTY” means the individuals or legal entities indicated and qualified in Clause 1 of the Summary Table;

(iii) “Agreement” jointly means these T&C, the BHUB T&C, the Summary Table and the Business Proposal sent to the CONTRACTING PARTY; and

(iii) “Summary Table” means the Summary Table of the Service Agreement signed by the CONTRACTING PARTY and BHUB.

PRODUCT

2.1. Finance as a Service (“FaaS“)

SCOPE

3.1. The FaaS services to be provided by BHUB to the CONTRACTING PARTY (“Services“) comprise the activities described in Clause 3 of the Summary Table, and may include, among others, those indicated below, according to the contracted scope:

(a) Daily Accounts Payable activities, including:

Including payments in the bank for approval;
Classification of the nature of payments for accounting purposes.

(b) Bank reconciliation of bank accounts informed at the time of hiring.

PRICE

4.1. The amount referred to in clause 4 of the Summary Table (“Price“) considers the following criteria: (i) monthly revenue; (ii) number of accounts payable (“CP”) and accounts receivable (“CR”) entries; (iii) number of credit card payments; (iv) number of checking accounts; (v) number of service invoices and slips issued; (vi) number of gateways; (vii) number of transactions on gateways, among others, previously communicated to the CONTRACTING PARTY, and may be adjusted according to the business proposal sent to the CONTRACTING PARTY.

4.5. If the CONTRACTING PARTY becomes inactive (no movement) or has low movement, the CONTRACTING PARTY shall not be exempt from paying the monthly fee, nor shall it be entitled to rebates. The accounting, tax, and labor obligations continue to exist, regardless of movement, and, therefore, BHUB shall continue to provide the aforementioned Services as usual, until their cancellation is requested and/or any contractual termination occurs.

ADDITIONAL AMOUNTS

5.4. Demands that are not described in Clause 3 of the Summary Table and that involve monitoring inspections, Due Diligence, and/or delivery of any written document related to financial consultations are not included in the scope of the Services, nor the Price, and shall be charged separately in the month immediately following the month in which they are completed.

RULES FOR THE SERVICE PROVISION

6.1. The Services can be provided to trade companies provided that: (i) they are opting for the simple national system; (ii) they issue electronic invoices (nfc-e and nf-e); (iii) they have active state registration; and (iv) they operate within the area served by BHUB (available on our website).

6.2. The Services shall not be provided to companies: (i) trading in import and export activities; (ii) whose employees’ remuneration is calculated in hours (hourly workers), days (daily workers), weeks, or intermittent agreements; (iii) that carry out industrial activities or activities treated as industrial; (iv) that operate on a cash basis.

6.2.1. Should any of the conditions listed in Clauses 6.1 and 6.2 above change during the performance of the Agreement and provision of the Services, BHUB reserves the right to terminate the Agreement immediately, regardless of prior notice.

6.3. BHUB shall not be liable for the understandings given by class representation or regulatory authorities regarding the activities carried out by the CONTRACTING PARTY.

CONTRACTING PARTY’S OBLIGATIONS AND STATEMENTS

7.1. For the proper and correct provision of the Services, the CONTRACTING PARTY undertakes to:

(i) Provide, MONTHLY OR WHEN REQUESTED BY BHUB, the tax-accounting documentation necessary for each payment and receipt carried out, electronically, through the BHUB Platform or other means indicated by BHUB, within the term previously informed by BHUB.

(ii) Respond to all requests from the BHUB for documents and information relating to financial transactions. Under no circumstances shall BHUB be liable for the transmission of incomplete or inaccurate information in the event of not receiving the necessary and/or requested information in time.

(iii) Respect all terms indicated by BHUB to enable the correct provision of financial services or pay the amounts related to processes for “reopening” the provision of services due to non-compliance with the term.

(iv) Accessing the BHUB Platform monthly to check the information and communications relating to the company, as well as complying with all the requirements of the terms signed with the BHUB Platform;

(v) Take responsibility for the correct filing of all documents, including receipts for expenses and invoices received.

(vi) Take responsibility for identifying the income and expenditure corresponding to the imported documents.

(vii) Comply with any and all requirements, whenever necessary and requested by any public authorities, within the term allowed by the competent authority.

(viii) If necessary, register the company with the authorities that regulate its commercial activity.

(ix) Keeping your registration active and up to date with City Halls and other public authorities.

7.2. If the BHUB Platform is unavailable, the CONTRACTING PARTY must send its documentation, within the terms described in Clause 7.1, item (ii), by e-mail to meajuda@bhub.com. This shall only be accepted in exceptional cases of systemic unavailability. The unavailability does not, under any circumstances, extend the term for delivery or the CONTRACTING PARTY’s obligation to deliver the documents.

7.3. BHUB shall be liable for any fines arising from the submission of statements after the legal term and the payment of late taxes, which are due to the failure to provide the Services, due to the sole and proven fault of the BHUB.

7.3.1. BHUB is exempt from paying the fines referred to in clause 7.3 if the CONTRACTING PARTY has given cause, for any reason whatsoever, including delays in the delivery of documents and statements or the actions and omissions of external entities and persons who are not employees or service providers of the BHUB, as well as in cases where there is not enough time to perform the Services and/or BHUB does not own the information and documentation necessary to carry out the activity, within the term indicated by BHUB.

7.4. The CONTRACTING PARTY hereby declares that:

i) is responsible for its business decisions and its company’s internal controls, and that these are appropriate for the volume of transactions and the type of business activity;

ii) its activity is not illegal according to the current laws;

iii) all the documents it generates and shall generate and forward to BHUB for the provision of the Services are suitable, and the CONTRACTING PARTY is liable for the accuracy and legality of each one of them;

iv) the information recorded in the management and internal control system is controlled and validated with appropriate supporting documentation, and the CONTRACTING PARTY is fully liable for all the contents of the database and electronic files generated;

v) is aware that it is its responsibility to issue invoices, as well as to maintain and update its registration with the municipal authorities and on the BHUB Platform – when and if applicable;

vi) is aware that it SHALL NOT BE ALLOWED TO EXERCISE BUSINESS ACTIVITY BEFORE COMPLETION OF THE REGISTRATION, pursuant to art. 966 of the Civil Code, nor shall it be able to exercise activity that requires prior licensing before obtaining the respective necessary license.

7.5. Under no circumstances shall BHUB be liable for any investment, costs, lost profits, third-party claims, or costs of supplying substitute goods or services, should the CONTRACTING PARTY commence the activities referred to in item vi above prior to the conclusion of the company opening process, nor shall BHUB be liable for any downtime costs, or any event which may result in damage to the CONTRACTING PARTY.

7.6. The CONTRACTING PARTY declares that it is fully aware that bookkeeping and the submission of accessory declarations must, by law, be carried out from the “Date of Opening” shown on the CNPJ Card.

GENERAL PROVISIONS

8.1. The CONTRACTING PARTY acknowledges and agrees that it is responsible for the payment of any and all fees to be paid before any and all public or governmental authorities whenever necessary for the regular operation of the company, and its attendance and external personal services (due diligence) in these authorities (notary offices, trade boards, city halls) are not included in the services provided by BHUB and may, if available in your area of activity, be contracted separately.

8.2. BHUB reserves the right to cancel or modify these T&C when it deems it appropriate, notifying this situation through a publication on the website https://www.bhub.com/.

EXPIRATION DATE

9.1. These T&C shall be valid for an indefinite period from September 25, 2023, until their general termination is published via the website https://bhub.com/.

GENERAL TERMS AND CONDITIONS FOR CONTRACTING

SERVICES (“T&C“) – PAAS

1. EFINITIONS:

1.1. The expressions below, whenever used in this document, in the singular or plural, shall have the meaning attributed to them as follows:

(i) “BHUB” means BHub Serviços e Tecnologia Ltda, a limited liability company, with registered office in the City of São Paulo, State of São Paulo, at Rua Cardeal Arcoverde n° 2365, Pinheiros, CEP (Zip Code) 05.407-003, registered with CNPJ (Corporate Taxpayer Registration) under No. 42.330.545/0001-06 (“BHub Tecnologia“) and, as applicable and when acting jointly with BHub Tecnologia (a) for the purposes of providing accounting and financial services, BHub Contabilidade Ltda., a limited liability company, registered with CNPJ/ME under No. 43.618.130/0001-03, with registered office in the City of São Paulo, State of São Paulo, at Rua Cardeal Arcoverde nº 2365, 3º andar, conjunto 31, Pinheiros, CEP 05.407-003 (“BHub Contabilidade“) ; and (b) for the purposes of providing paralegal services, BHub Serviços de Paralegal LTDA, a limited liability company, registered with CNPJ/ME under No. 51.097.182/0001-00, with registered office in the City of São Paulo, State of São Paulo, at Rua Cardeal Arcoverde nº 2365, 3º andar, conjunto 33-Parte, Pinheiros, CEP 05.407-003 (“BHub Paralegal“);

(ii) “CLIENT” means the individuals or legal entities indicated and qualified in Clause 1 of the Summary Table;

(iii) “Agreement” jointly means these T&C, the BHUB T&C, the Summary Table and the Business Proposal sent to the CLIENT; and

(iii) “Summary Table” means the Summary Table of the Service Agreement signed by the CLIENT and BHUB.

2. PRODUCT

2.1. Paralegal as a Service (“PaaS“).

3. SCOPE

3.1. The PaaS services to be provided by BHUB to the CLIENT (“Services“) comprise the activities described in Clause 3 of the Summary Table, and may include, among others, those indicated below, according to the contracted scope:

(a) Opening of a company;

(b) Paralegal records and diligence;

(d) Trademark registration and procedural steps;

(e) Monitoring trademark registration;

(f) Virtual office;

(g) Legal representation.

4. PRICE

4.1. The amount to be paid by the CLIENT for the Service provision is indicated in clause 4 of the Summary Table (“Price“).

4.2. In the case of services based on previously established assumptions, according to the Summary Table, the amounts owed by the CLIENT to BHUB may be revised automatically and at any time, should these assumptions change.

4.4. In the event of any change that affects costs and/or makes it economically unfeasible for BHUB to maintain the agreed plans and/or values, it may adjust the plans, or revise the Services, or even terminate them.

4.4.1. If this happens, BHUB shall notify the CLIENT of the fact, reasonably in advance, so that the CLIENT, in the event of an adjustment to the Price or revision of the Services, may choose one of the existing plans. The CLIENT acknowledges and agrees that, if the CLIENT does not express its acceptance within thirty (30) days from the date of the communication, in the case of Services provided in the form of a monthly fee, and within five (5) days for other “PaaS” services, BHUB may, at its sole discretion:

(i) automatically migrate to the plan that, according to BHUB’s technical criteria, is the most appropriate, and the CLIENT shall then be charged according to the new values; or

(ii) not provide the Services, without this implying any breach of the Agreement or incidence of any penalty, with BHUB being exempt from any consequences, losses, and/or damages that may be caused to the CLIENT, with BHUB being owed the amounts related to the Services already provided.

4.4.2. If the Services are provided by BHUB after the terms referred to in item 4.4.1, they shall be performed and charged according to the amounts and conditions set out in said communication.

4.4.3. If the CLIENT does not agree with the new plans, amounts, and/or conditions, it may terminate the Agreement, without entailing any compensation and/or fine, at which time only the amounts relating to the Services provided up to the date of termination shall be due.

4.5. The CLIENT acknowledges and agrees that if the CLIENT fails to make the payments due under this Agreement, the SERVICE PROVIDER may terminate the Agreement and charge the CLIENT the overdue amounts and applicable fines.

4.6. Late payment fines of two percent (2%), interest on arrears of one percent (1%) per month, and monetary restatement by the IPCA/IBGE (Consumer Price Index/Brazilian Institute of Geography and Statistics), calculated pro rata die, shall be charged on the overdue amounts. Under no circumstances shall the SERVICE PROVIDER be liable for any damage caused during the default period.

4.7. Non-payment of two (2) consecutive monthly fees (in the case of services contracted in the form of a monthly fee) shall result in automatic termination of the Agreement, regardless of notification without prejudice to the provisions of item 4.6 above.

5. ADDITIONAL AMOUNTS

5.1. All possible charges, costs, expenses, guides, taxes, fees, and other expenses paid by BHUB on behalf of the CLIENT, including, without limitation, those required by City Halls, the Internal Revenue Service, Trade Boards, State and Municipal Finance Departments, sworn translators, notary publics, among others that are not expressly included in the Price shall be charged to the CLIENT in the invoice for the month immediately following the month in which payments are made.

5.2. Any amounts spent on materials to perform the Services, such as books, postage, stamps, file folders, CDS, copies, etc. may be paid in advance by BHUB, but must be reimbursed by the CLIENT in the invoice for the month immediately following the month in which the payments are completed.

5.3. Additional services may, from time to time, at the sole discretion of Bhub, be contracted by e-mail, at the prior written request of the CLIENT, the provision of which is subject to collection by BHUB. It is the CLIENT’s sole responsibility to inform its members, agents, employees, and/or service providers about this form of contracting the additional services in question, understanding as a request duly formalized by the CLIENT, for all legal purposes, any requests for additional services forwarded to BHub.

5.4. Demands not described in Clause 3 of the Summary Table are not included in the scope of the Services nor the Price. If provided by BHUB, they shall be charged separately to the CLIENT in the month immediately following the month in which they are completed.

6. RULES FOR THE SERVICE PROVISION.

6.1. The CLIENT shall have up to seven (7) days to withdraw (terminate) from the contracted Services, free of charge. After this term, or if the Services have already been provided, the Agreement may be canceled, but the agreed amount shall be charged in full.

6.2. In the case of Services contracted under a monthly fee, the CLIENT may withdraw (terminate) from the Services at any time by giving BHUB thirty (30) days’ notice (the period we need to bring your journey with us to an orderly end). In this case, the CLIENT must pay the monthly fee corresponding to the notice period. There are no fines or complications. We believe in good service and transparency.

6.2.1. If any payments are overdue during the notice period, the CLIENT shall have to pay all these amounts by the intended end date of our Agreement.

6.2.2. In the case of virtual office services, if the CLIENT chooses to terminate the aforementioned Services, it must provide, at its own expense, (i) the registration of the contractual amendment before the Trade Board, which shall reflect the change of its business address, as well as (ii) all the necessary registrations and updates before the competent bodies and authorities.

6.2.3. Once the contractual amendment has been registered and the registration updates mentioned above have been made, the CLIENT must present the protocol receipts to BHUB so that the price agreed with BHUB and the provision of the aforementioned Services may be terminated;

6.2.4. The CLIENT declares that it agrees and is aware that the termination of the provision of Virtual Office services by BHUB and, consequently, the collection of the amount agreed between the Parties, shall only take place upon presentation of the protocol receipts indicated above. If this is not the case, the price agreed shall continue to be due until you submit the protocols to BHUB.

6.3. BHUB shall not be held liable for the understandings given by class representation or regulatory authorities regarding the activities carried out by the CLIENT nor for any delays and/or requirements and/or terms for/in verification at trade boards or any other bodies where the process of opening companies or any other diligence is required.

6.4. The CLIENT assumes full liability for the name (Corporate and Trade Name) given to the company opened by BHUB, as well as the description of the economic activities that it will exploit, even in cases where the BHUB team makes suggestions, these shall only be implemented with the CLIENT’s authorization, which shall occur with its acceptance or signature on the Articles of Association.

6.5. The following services are NOT INCLUDED in the Agreement: i) filing of documents and processes with the City Hall (except for the feasibility request); ii) filing of documents and processes with the Internal Revenue Service (except for obtaining the DBE – Basic Document for Registration for the incorporation of the company); iii) registration of the company and/or members with class representative bodies (e.g.: CRA, CRC, CREA, CRQ, OAB, etc.); iv) coordination or monitoring of inspections and evaluations by the Fire Department and other bodies; v) technical project to obtain a license; vi) other services or activities not described in the Summary Table.

6.6. THERE SHALL BE NO SUSPENSION OF THE TERM OF THE AGREEMENT IF THE CLIENT FAILS TO COMPLY WITH ITS DUTIES AND OBLIGATIONS (INCLUDING PROTOCOLS, SIGNATURES, SUBMISSION OF DOCUMENTS, PAYMENT OF FEES, PROCEEDINGS AT REGISTRY OFFICES, ETC.) NECESSARY TO COMPLETE THE OPENING OF THE COMPANY.

6.7. The CLIENT declares that it is fully aware that it SHALL NOT BE ALLOWED TO EXERCISE BUSINESS ACTIVITY BEFORE COMPLETION OF THE REGISTRATION, pursuant to art. 966 of the Civil Code, nor shall it be able to exercise activity that requires prior licensing before obtaining the respective necessary license.

6.7.1. Under no circumstances shall BHUB be liable for any investment, damages, costs, loss of profits, claims by third parties, or cost of supplying substitute goods or services, nor shall it be liable for any downtime costs, or any fact that may result in damage to the CLIENT, should the CLIENT commence activities prior to the conclusion of the business opening process.

6.8. The CLIENT declares that it is fully aware that bookkeeping and the submission of accessory declarations must, by law, be carried out from the “Date of Opening” shown on the CNPJ Card.

6.9. The CLIENT acknowledges and agrees that the Legal Representation services may be provided by a third party/partner of BHUB, and hereby declares complete knowledge that the latter may have access to information provided by the CLIENT to the quantum necessary for the execution of the Agreement.

7. LIMITS OF LEGAL REPRESENTATION

7.1. The Legal Representation Service provided by BHUB, either independently or through third parties, is conditioned and limited to the supply of documents and information that are duly requested and required from the CLIENT.

7.2. BHUB shall not be held liable for any other obligation related to this Service that is not expressly mentioned in these Terms. The Legal Representation services do not, at any time, encompass the making of administrative or strategic decisions of any kind, nor do they include the recommendation of any actions on the part of the CLIENT, being limited solely to the execution of measures aimed at fulfilling the CLIENT’s legal and bureaucratic obligations.

7.3. BHUB shall not be held responsible for any delays or abstention in the provision of the agreed services that result from delays, omissions, or failures on the part of the CLIENT or third parties, and BHUB shall not be responsible for any claims, damages, fines, or losses of any kind that do not result from its exclusive fault, as per these Terms.

7.4. The CLIENT undertakes to indemnify and hold harmless any third party or partner of BHUB who may act as the actual legal representative, with BHUB remaining solely legally responsible, regardless of any successor that may replace it, pursuant to the limitations set forth in this Terms.

7.5. Similarly, all acts and services performed by BHUB, as well as by third parties/partners who may act as effective legal representatives, shall be carried out in strict accordance with the instructions provided by the CLIENT, and they shall not be held liable for any losses, damages, or harms that may directly result from the contents, guidance, or information provided by the CLIENT, including, but not limited to, losses resulting from false, incorrect, or incomplete information provided by the CLIENT.

8. CLIENT’S OBLIGATIONS AND STATEMENTS

8.1. In order for the Services to be provided with quality and in accordance with the law, the CLIENT shall need to provide BHUB with the data requested, as well as the information and documents necessary for the provision of the Services, within a period that shall be informed at the time of the request, and it is the CLIENT’s sole and exclusive responsibility to keep them updated with BHUB.

8.2. The CLIENT undertakes to:

(i) Acquire the Digital Certificate Template A1, when applicable, if it doesn’t have one yet. Without it, BHUB shall not be able to provide the services that depend on it, such as, but not limited to, municipal registration, licensing, and DBE issuance. Under no circumstances shall BHUB be liable for any delays, expenses, and/or penalties arising from the non-issuance/availability of said certificate or the change of password by the CLIENT, without notifying BHUB.

(ii) Provide and respond to all requests from BHUB for information and documents necessary for Service provision. Under no circumstances shall BHUB be liable for the transmission of incomplete or inaccurate information in the event of not receiving the necessary and/or requested information in time.

(iii) Keep logins/passwords for the City Hall and Federal Revenue systems and the Digital Certificate available and up to date required to provide the contracted Services. Under no circumstances shall BHUB be liable for the failure to send said information if the CLIENT changes the user data and/or passwords of the systems referred to in this item (iii), including the Digital Certificate, and/or fails to update them with BHUB.

(iv) Respect all terms indicated by BHUB to enable the correct provision of Services or pay the amounts related to processes for “reopening” the provision of Services due to non-compliance with the term.

(iv) Take responsibility for the correct filing of all documents, including receipts and protocols received.

(v) Comply with any and all requirements, whenever necessary and requested by any public authorities, within the term allowed by the competent authority.

(vi) To engage in business activity ONLY AFTER COMPLETION OF THE REGISTRATION, pursuant to article 966 of the Civil Code, as well as to engage in activity that requires prior licensing only after obtaining the respective necessary license.

(vii) Carrying out bookkeeping and submitting accessory statements from the date of opening on the CNPJ Card, as required by law.

(viii) If necessary, register the company with the authorities that regulate its commercial activity;

(ix) Keeping your registration active and up to date with City Halls and other public authorities.

8.3. Any fines resulting from the delay in sending the requested documents after the legal deadline, which are due to the non-provision of the Services, due to the exclusive and proven fault of BHUB, shall be BHUB’s responsibility.

8.3.1. BHUB is exempt from paying the fines referred to in clause 7.3 if the CLIENT has given cause, for any reason whatsoever, including delays in the delivery of documents and statements or the actions and omissions of external entities and persons who are not employees or service providers of the BHUB, as well as in cases where there is not enough time to perform the Services and/or BHUB does not own the information and documentation necessary to carry out the activity, within the term indicated by BHUB.

8.4. The CLIENT declares that:

i) it is responsible for its business decisions and its company’s internal controls;

ii) its activity is not illegal according to the current laws;

iii) all the documents it generates and shall generate and forward to BHUB to provide the services are suitable, and the CLIENT is liable for the accuracy and legality of each one of them;

iv) is aware that it is its responsibility to issue Invoices, as well as to maintain and update its registration with the municipal authorities and on the BHUB Platform – when and if applicable;

v) is aware that it SHALL NOT BE ALLOWED TO EXERCISE BUSINESS ACTIVITY BEFORE COMPLETION OF THE REGISTRATION, pursuant to art. 966 of the Civil Code, nor shall it be able to exercise activity that requires prior licensing before obtaining the respective necessary license.

vi) is aware that it must keep logins/passwords up-to-date and available for the City Hall and Internal Revenue Service systems and the Digital Certificate required to provide the contracted Services, and BHUB is authorized, due to the Agreement purpose, to store them, as well as change them with public authorities, and may also create new accesses required by law. This authorization includes the possibility for BHUB to generate and sign powers of attorney and for the fulfillment of any legal obligation, including those subsequent to the signing of the Agreement, either on behalf of the company or its members (when necessary), in particular, but not limited to, municipal governments (this authorization does not transfer responsibility for issuing invoices to BHUB).

8.5. Under no circumstances shall BHUB be liable for any investment, costs, lost profits, third-party claims, or costs of supplying substitute goods or services, should the CLIENT commence the activities referred to in item vi above prior to the conclusion of the company opening process, nor shall BHUB be liable for any downtime costs, or any event which may result in damage to the CLIENT.

9. GENERAL PROVISIONS

9.1. The CLIENT acknowledges and agrees that it is responsible for the payment of any and all fees to be settled before any and all public or governmental authorities whenever necessary for the regular operation of the company, and its attendance and external personal services (due diligence) in these authorities (notary offices, trade boards, city halls) are not included in the Services provided by BHUB and may, if available in your area of activity, be contracted separately.

9.2. BHUB reserves the right to cancel or modify these T&C when it deems it appropriate, notifying this situation through a publication on the website https://www.bhub.com/.

10. EXPIRATION DATE

10.1. These T&C shall be valid for an indefinite period from September 25, 2023, until their general termination is published via the website https://bhub.com/.

General Terms and Conditions of Website/Platform Use | BHub

We thank you for your visit and wish you an unforgettable journey in our virtual environments!

IMPORTANT!

What does that mean?

ATTENTION!

WHAT SERVICES/PRODUCTS DO WE OFFER ON OUR WEBSITES/APPLICATIONS/PLATFORMS?

(iii) receive, via e-mail and/or telephone/WhatsApp, advertising, according to interests and preferences, including in a customized manner;

(iv) have contact with links from third parties/partners while browsing our sites/applications/platforms, related to topics of interest.

Notwithstanding the above, it is possible to unsubscribe from receiving advertising messages at any time. For more information on this, please visit our Privacy Policy.

WHO MANAGES OUR WEBSITES/APPLICATIONS/PLATFORMS?

INITIAL REGISTRATION, ACCESS AND USE OF OUR WEBSITES/APPLICATIONS/PLATFORMS

Our websites/applications/platforms are only intended for people over the age of 18. Anyone who does not fit this classification shall be automatically banned from our platform.

3.1. Registration

Users are liable for the secrecy and confidentiality of all data they provide to BHUB, as well as for the actions and/or omissions carried out in our environments.

3.2. Use of our websites/applications/platforms

We also clarify that the Processing extends to all the Group’s companies, which may even be located and/or headquartered outside Brazil.

WHAT INFORMATION/DATA DO WE COLLECT ON OUR WEBSITES/APPLICATIONS/PLATFORMS?

Considering the nature and purpose of BHUB’s websites/applications/platforms, the following personal data shall generally be collected through these channels:

Registration information (“Registration Information”): name/surname, e-mail address, and telephone number.

PURPOSE AND USE OF DATA/INFORMATION

The data/information referred to in item 4 of these General Terms may be processed by BHUB for the following purposes, subject to the applicable legislation and legal bases in force:

(i) Service Provision and/or supply of Products, as well as for the launch of new Products and Services, campaigns, and selection processes, among other activities carried out by BHUB;

(ii) Sending information requested on our websites/applications/platforms;

(iii) Sending news, Products and Services offers, announcements, and/or other information, always related to topics of interest to the registered users;

(iv) Carrying out surveys, disclosing events, and other matters that may be of interest to the registered user;

(vi) Customer support, service and/or related services.

We also point out that BHUB may share personal data processed with companies located in other countries, such as Google, Microsoft, and/or Amazon, mainly for cloud storage, as stated in its Policy.

ACCESS AND USE OF DATA/INFORMATION BY THIRD PARTIES/PARTNERS

THIRD-PARTY LINKS

INTELLECTUAL PROPERTY RIGHTS:

attempt to expose the source code or attempt to recreate any software that is part of our websites/applications/platforms;

use software, devices, scripts, manual or automated robots, or any other means or process to access or track any web pages or other services contained on our websites/applications/platforms;

violate the rights of any person or entity, including, without limitation, their intellectual property, privacy, publicity, and/or contractual rights;

attempt to probe, scan, or test the vulnerability of any BHUB system or network or breach any security or authentication measures;

attempt to decipher, decompile, disassemble, or reverse engineer any software used by BHUB for the supply of its products and/or the provision of its services;

advocate, encourage, or assist any third party to do any of the above;

use BHUB’s websites/applications/platforms for any activities not provided for herein and in BHUB’s other terms, policies, and regulations.

DATA SECURITY POLICY, INFORMATION AND COMMUNICATIONS

CANCELING REGISTRATION OR CHANGING/DELETING DATA/INFORMATION

CONTACT FOR CLARIFICATIONS, QUESTIONS AND EXERCISE OF RIGHTS

VERSIONS OF THESE TERMS

APPLICABLE LAW AND JURISDICTION