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Terms of Use

Private Instrument of License Agreement, Service Provision, Terms and Conditions of Use and Privacy Policy

Original contract filed with the Registry of Titles and Documents of the District of Maringá, State of Paraná, Brazil, under no. XXX.XXX, Book B-Digitized.

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This private instrument is a contract entered into between the CLIENT, as qualified in the Commercial Proposal or the Adhesion Term signed at the time of contracting, and the Unit or Product of IRRAH!Tech indicated in the same document, represented herein under the terms of its constitutive acts, hereinafter referred to as the PROVIDER, jointly referred to as the PARTIES, having mutually agreed as follows:

1. Purpose

The purpose of this private instrument is the License Agreement, Service Provision, Terms and Conditions of Use and Privacy Policy, covering both licensing and technical support, as well as related products and services, relating to the family of software offered by the PROVIDER, hereinafter referred to as the Systems and Services, in favor of the CLIENT, under the terms and conditions established herein.

  • 1.1 The Systems and Services cover the object individualized in the Adhesion Term to this Agreement or in Commercial Proposals approved between the PARTIES.
  • 1.2 The CLIENT declares that the licensed Systems and the Services provided under this Agreement have been demonstrated to it and that technical and functionality questions have been resolved, with the CLIENT having full knowledge of their characteristics and scope, including their limitations.
  • 1.3 The CLIENT acknowledges that, unless voluntarily waived, an adherence analysis of the Systems and Services to its needs was carried out, and that the CLIENT decided to contract the Systems and Services from the PROVIDER of its own free will, based on the results of that adherence analysis.
  • 1.4 All Systems and Services have their characteristics approved by the CLIENT's legal representative, who hereby declares their full adequacy to the CLIENT's needs, as is (in their current state).
  • 1.5 The license to use the Systems is temporary and renewed monthly through the activation key provided by the PROVIDER, manually or automatically, upon payment of amounts due, as set forth in this Master Agreement and the Adhesion Term.
  • 1.6 Except as expressly stated in the Adhesion Term, the license grants access to the Systems exclusively online, via applications, browsers, web services or remote desktop, and therefore without installation on the CLIENT's users' equipment.
  • 1.7 The PROVIDER undertakes to apply its recognized expertise in providing the contracted Services, which are of a best-efforts nature, the completion of which does not depend on the outcome assessed by the CLIENT.
  • 1.8 The PROVIDER is permitted to subcontract any part or aspect of the performance of this private instrument, provided that no Third Party is granted access to data or protected information owned by the CLIENT or its Customers.
  • 1.9 The relationship between the CLIENT and the PROVIDER is established in an Adhesion Term to this instrument, with the parties fully acknowledging that both documents are an integral part of one another.

2. Pricing

For the license to use the Systems and for the provision of the Services that are the subject of this Agreement, the CLIENT shall pay the PROVIDER compensation under the terms specified in the Adhesion Term or Commercial Proposal.

  • 2.1 The PARTIES irrevocably and irretractably acknowledge that preserving the economic-financial balance of this Agreement is an essential condition for its validity and proper performance, an objective to be achieved through the Adjustment, Review and Renegotiation measures set out in this Clause.
  • 2.3 For the purposes of this Clause: (a) Adjustment: application of official indices reflecting inflation for the period; (b) Review: maintenance of the economic-financial balance resulting from economic risk, government action, fortuitous event or force majeure; (c) Renegotiation: renegotiation of specific aspects of the Agreement's economic-financial balance.
  • 2.4 Amounts due will be automatically adjusted at the shortest interval permitted by law, applying the positive variation of the IGPM/FGV (General Market Price Index of the Getúlio Vargas Foundation).
  • 2.20 In the event of default, in addition to the application of Adjustment, Review or Renegotiation, the following shall be due: (a) a penalty of 10% of the total overdue amount; (b) late payment interest of 1% per month; (c) monetary correction using the same Adjustment index; (d) attorney's fees of 20% of the total amount owed, in the event of administrative or judicial collection.
  • 2.23 For each monthly payment made, the CLIENT will receive a new activation key, manually or automatically, granting the right to use the Systems for a period of 30 (thirty) days, provided there are no other overdue payments.
  • 2.24 In the event of late payment of monthly fees, the PROVIDER will not issue a new activation key to the CLIENT, and the CLIENT will lose access to the Systems within 7 (seven) days.

3. Term

This private instrument shall take effect from the date of signature of the Adhesion Term or acceptance of the Commercial Proposal, for an indefinite term, and shall not be extinguished by the mere passage of time.

  • 3.1 Given the nature and resources involved in the extraordinary services related to the Systems' implementation phase, this Agreement shall have the minimum duration, if any, indicated in the Adhesion Term or Commercial Proposal.
  • 3.2 Should the CLIENT decide to terminate the Agreement, or otherwise have the contractual relationship interrupted before the minimum duration has elapsed, the CLIENT shall pay the PROVIDER a penalty equal to 25% (twenty-five percent) of the monthly fees corresponding to the remaining, not-yet-elapsed duration of the Agreement.
  • 3.4 After the minimum duration has elapsed, either party may request unmotivated contractual termination at any time, provided it expressly notifies the other party 30 (thirty) days in advance, without incurring penalties.
  • 3.5 In the event of default exceeding 30 (thirty) days, after notice to the CLIENT through any of the usual channels, the PROVIDER may consider this agreement terminated as a matter of right.
  • 3.7 Contractual termination, under any modality, does not exempt the CLIENT from liability for payment of compensation for the availability of the Systems already provided and the Services already rendered, whether already invoiced or pending invoicing.

4. Training and Implementation

Upon acquisition and installation of the System, the PROVIDER will conduct training on its use exclusively online, on a platform indicated by the PROVIDER.

  • 4.1 Any obligation of the PROVIDER regarding setup activities will only be considered established when expressly indicated in the Commercial Proposal and the Adhesion Term.
  • 4.2 The target audience for training is the CLIENT's employees and other users, and it may be delivered on a platform indicated by the PROVIDER, at a self-paced rhythm set by the CLIENT itself, provided the deadlines established in the implementation plan are met.
  • 4.3 Supplementary training may be contracted by the CLIENT, upon payment of compensation to be set by the PROVIDER in its own budget.
  • 4.9 The PARTIES hereby acknowledge that the Systems are contracted on an as-is basis, licensed under the software-as-a-service model, such that full provision of the Services related to the Systems' licensing is completed upon issuance and delivery of access credentials to the CLIENT.

5. Support and Maintenance

The PROVIDER will provide technical support to the CLIENT and its representatives solely through the channels indicated on the PROVIDER's website, updated periodically, subject to the conditions and limitations of the Adhesion Term and Commercial Proposal.

  • 5.1 The PROVIDER's support may only be engaged by a technical representative of the CLIENT trained in maintenance and support.
  • 5.4 While the Systems are available, the PROVIDER is responsible for providing Technical Support, exclusively to resolve questions or solve problems related to the Systems, from Monday to Friday during its headquarters' business hours, except holidays.
  • 5.6 The following services are not included in the Technical Support offered under this Master Agreement and will be considered additional and billed hourly:

    • Basic and advanced in-company training;
    • Configuration, parameterization, installation, conversion, migration, data entry or any other implementation measure not provided for as setup;
    • Extraction or manipulation of data directly from the database;
    • Creation of a new database or data migration between databases;
    • Business process consulting;
    • On-site or in-person support, maintenance and installation.
  • 5.7 The PROVIDER shall keep the Systems updated through Corrective and Preventive Maintenance, providing new versions resulting from these activities, whenever available, at no additional cost.
  • 5.14 Should the CLIENT wish to request changes to the Systems, it must do so in writing, through its legal representative, via the official channels made available by the PROVIDER for this purpose, so that the PROVIDER can determine technical feasibility and delivery timeline.
  • 5.15 It is solely the CLIENT's responsibility to provide and maintain equipment and infrastructure ancillary to the object of the Agreement that are not expressly listed in the Adhesion Term or Commercial Proposal as the PROVIDER's express obligation, including electrical, telephone, communication, network and internet infrastructure.

6. Warranty

Provided the CLIENT regularly observes all the conditions and duties of this Master Agreement, the PROVIDER shall provide a warranty for the Systems and Services to the CLIENT under the terms of this Clause.

  • 6.1 The Systems, under articles 7 and 8 of Brazilian Law No. 9,609/1998, are subject solely to the concept of technological warranty, such that the PROVIDER guarantees to the CLIENT that the Systems have technical validity relative to the licensed version, on an as-is basis, throughout the term of the Agreement.

The full contract, including all clauses on Intellectual Property, Limitation of Liability, Data Protection, Jurisdiction and other provisions, is available for download in the official document:

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