CONTRAKTOR© (“CONTRAKTOR”) is an online service provider, which provides a cloud system for the management of legal contracts for companies, hosted under the domain www.contraktor.com.br, owned by CONTRAKTOR – TECNOLOGIA LTDA., a private legal entity registered CNPJ n° 25.124.220/0001-58, with headquarters at Rua General Carneiro, nº 1.031, Alto da XV – Curitiba-PR – 80060-150.
The full understanding and acceptance of these terms are indispensable for the use of CONTRAKTOR’s services. Access to and use of the system implies the tacit approval of these terms and their content.
The Terms and Conditions of Use (“T&C”), set forth below, apply to the use of the services made available in the cloud through the software and database maintained by CONTRAKTOR, collectively referred to as “SYSTEM”.
CONTRAKTOR IS A TECHNOLOGY COMPANY THAT DOES NOT PROVIDE LEGAL SERVICES EVEN CONTRACT MANAGEMENT, BUT ONLY PROVIDES TOOLS SO THAT MANAGERS, LAWYERS AND OTHER PROFESSIONALS CAN MANAGE CONTRACTS AND LEGAL DOCUMENTS MORE EFFICIENTLY. CONTRAKTOR DOES NOT REPLACE THE FUNCTIONS AND TASKS PERFORMED BY PERSONS.
Users. Any individual who accesses the SYSTEM will be called “USER”. Any legal entity holding an account with CONTRAKTOR will be called “COMPANY”. The USER named “ADMIN” will have the power to configure and customize the system within certain limitations, add or remove other users for the same company, and determine the hierarchical powers of each USER. The USER named “EDITOR” will only have powers to act in the system in an operational manner, and the USER named “READER” will have limited powers only to view contracts and specific information, without permission to perform actions within the SYSTEM.
The services regulated by these T&C consist so that users are made available to users of a complete SYSTEM for the management of the entire life cycle of any legal contract, including but not limited to its preparation, editing, review, electronic signature and monitoring..
Users will access the SYSTEM through their own identifier and password and undertake not to inform third parties of this information, being fully responsible for the use made of them. Each USER, regardless of his/her hierarchical level of powers within the system, is fully responsible for any actions or omissions that are carried out through his access login (user + password), answering with the COMPANY, to CONTRAKTOR or even to third parties for consequences arising from his conduct.
2.1 Only the user’s registration in the SYSTEM will be confirmed after completing all the data requested on the USER registration screens, and the interested party must present only accurate, accurate and true information, as well as make a commitment to update them whenever necessary.
2.2 The USER, when registering, will inform the e-mail to be used as login and the respective password to access his account. If the USER has been invited to register by another user administrator, the e-mail (login) will be mandatorily the same for which the invitation was sent, only for security reasons.
2.3 The access password is very personal, non-transferable and the sole responsibility of the USER, who undertakes to immediately inform CONTRAKTOR if he/she checks the use or knowledge of this information by third parties, under penalty of presumption of legitimacy of the operations carried out on behalf of its user.
2.4 It is completely forbidden to transfer, share, sell and/ or rent registration or login / password access.
2.5 The existence or maintenance of more than one registration by the same person (duplicity), or the creation of new registrations by individuals or legal entities whose original registrations have been cancelled or disabled for violations of the policies of these T&Cs will not be possible.
2.6 If any of the above practices are found to be violated, CONTRAKTOR reserves the right to suspend, cancel and/or delete all related registrations, without prejudice to civil and criminal liability to users and persons involved.
3. CHANGES IN THESE TERMS
These T&Cs may undergo periodic changes, whether for legal or strategic issues specific to CONTRAKTOR. CONTRAKTOR will communicate its USERS about significant changes to T&C, through notices on the main page of the website and/or by email, a few days in advance, when then the modifications will take effect. However, the USER hereby agrees and acknowledges that it is his sole and sole responsibility to periodically check these T&Cs.
3.1 If there is no manifestation or request for cancellation after the entry of the changes in The T&C, it shall be understood that the USER has tacitly accepted the new version of the T&C, so that they will continue to bind the parties.
3.2 The changes will be valid for all services relating to new or old USERS.
4. SERVICES OFFERED
For the purposes of these T&Cs, the services offered by CONTRAKTOR through its SYSTEM comprise:
a) Access and use of the software via internet browser and run on a remote server;
b) Continuous system updates;
(c) data processing and storage in a safe environment;
d) Technical support via chat;
5. FREE SERVICES
Services explicitly declared as free by CONTRAKTOR will not be charged. However, CONTRAKTOR may at any time cease the availability of any tool or utility offered free of charge, upon express notice on its website or on the SYSTEM, as well as communicated by e-mail to the USER, and the user must hire him if he does not wish to discontinue its use.
6. INTEGRATIONS AND PARTNER SERVICES
Other tools, services or technologies developed by third parties may be offered by CONTRAKTOR through integration into your system, via API or web service, as an example. The concept of “INTEGRATION” is defined as the connection of the system developed by CONTRAKTOR with other applications through API’s (Application Programming Interface) in the REST (Representational State Transfer) architecture, in order to promote data exchange and information synchronization.
6.1 The CONTRACTING PARTY is prohibited from using RPA (Robotic Process Automation) when using CONTRAKTOR’s Platform, including, but not limited to, scripts or activity automation softwares. In case of non-compliance with this Clause, the CONTRACTING PARTY is responsible for repairing direct and indirect damages to the CONTRACTED PARTY, including damages to other customers who are affected (instabilities on the Platform) by the unauthorized use of RPA.
7. INFRASTRUCTURE AND DATABASE
Considering that the SYSTEM is composed of software and databases maintained and updated by CONTRAKTOR itself on a secure server, the USER only needs simple terminals to access the SYSTEM without the need to bear directly with costs and maintenance arrangements, in the monthly billing model called Software as a Service (SaaS) or Software Executed on Remote Server, which includes the license to use the software as well as all the functionalities corresponding to the plan chosen by the USER or the COMPANY.
8. SYSTEM UPDATES AND IMPROVEMENTS
The USER agrees that any and all system, platform or service made available in the online environment through the Internet, regardless of its producer or its characteristics, is a kind of product that is always constantly updated and improved, always and unconditionally having aspects to be improved, which cannot be considered in itself as a failure or defect.
9. AVAILABILITY AND SERVICE LEVEL GUARANTEE
CONTRAKTOR does not guarantee continuous or uninterrupted access to and use of the system. Eventually, the SYSTEM may not be available for technical reasons or internet failures, or for any other circumstance unrelated to the software developed or the infrastructure maintained by CONTRAKTOR. If the USER needs Service Level Guarantees (SLA) should contact the sales team to check the conditions for this special contract.
10. SYSTEM FAILURES
Any system malfunctions will be corrected as soon as possible as soon as the technical team is aware of the problem. CONTRAKTOR does not guarantee that the operation of your server, the SYSTEM or your database is free of errors, failures or interruptions, therefore, it is not responsible for accidental or indirect damages suffered by the USER.
For the services provided, CONTRAKTOR charges its USERS a fixed monthly amount through bank slip or specific payment portal (if available), according to the plan chosen by the user administrator.
11.1 If the managing USER chooses to make the payment using “Credit Card”, he/she will provide his/her details on the SITE and this data will be sent to the User who is responsible for the financial settlement of the transaction.
11.2 CONTRAKTOR may provide on its SYSTEM an external link to access the payment gateway (payment processor) and, by clicking on the link, the USER can create an account or log in to his/her existing account. At the end of the payment process, the USER authorizes CONTRAKTOR to make the monthly debit of the amount charged for the service in the account registered with the payment processor.
11.3 If it is not possible to debit the value of the service in the USER’s account from the payment gateway for any reason, CONTRAKTOR may generate a collection bond and promote any and all extrajudicial or judicial means in order to receive the amount defaulted by the USER.
In case of interruption of payment of the monthly fee, for more than 7 (seven) consecutive days after the expiration of the invoice, CONTRAKTOR reserves the right to suspend the use of the SYSTEM by the USER. If the USER wishes, he/she may request within 60 (sixty) days after the interruption of payment, the extraction of all the data he has stored in the SYSTEM upon request to CONTRAKTOR. After this period, CONTRAKTOR may promote the definitive deletion of the data stored by the USER.
The USER is aware and expressly accepted:
13.1 CONTRAKTOR is not responsible for the compensation of any damages, of any nature, directly or indirectly, caused by the USER when using the tools developed and maintained by CONTRAKTOR;
13.2 CONTRAKTOR does not offer legal services, but only provides editing, management and signing tools for documents and contracts, as well as internal process management tools for companies and/or lawyers;
13.3 The functions of the SYSTEM that are capable of configuration and modularization, such as the levels of hierarchy and access control by group of USERS, will be the entire responsibility of the USER administrator of the respective COMPANY, exempting himself to CONTRAKTOR for mistakes made by USERS who have this level of access.
13.4 It shall be the sole responsibility of the administrator USERS to immediately exclude the USERS under their responsibility, whenever they lose the legal relationship with the respective COMPANY, aromen with all the responsibilities resulting from the non-fulfillment of this obligation.
13.5 Users may not assign contraktor any responsibility or demand payment for lost profits due to losses resulting from technical difficulties or failures in the systems or the Internet. Eventually, the system may not be available for technical reasons or internet failures, or for any other fortuitous or force-force event unrelated to SYSTEM administrators. CONTRAKTOR only expresses its responsibility in the face of errors, failures and bugs that are directly informed by the USER and are directly related to CONTRAKTOR’s SYSTEM or infrastructure, and that are not addressed in a timely manner.
14. BETA SERVICES AND FUNCTIONALITY
Eventually some USERS may be invited to test for free new services or features that are not yet available to the general public. The acceptance is discretionary and runs under the sole responsibility and discretion of the USER. Unless expressly provided to the contrary, beta services are temporary and may be removed or charged after the end of the trial period.
15. INTELLECTUAL PROPERTY RIGHTS
All elements and/or tools found on page www.contraktor.com.br or its subpages, and even in the SYSTEM as a whole, are the property of CONTRAKTOR – TECNOLOGIA LTDA., being subject to intellectual rights in accordance with Brazilian laws and international treaties and conventions to which Brazil is a signatory. For example only, they are understood as such: texts, software, scripts, graphic images, photos, music, videos, interactive and similar features, brands, service brands, logos and look and feel.
15.1. The elements and/or tools that are made available to the USER may not be used, copied, reproduced, distributed, transmitted, disseminated, displayed, sold, licensed or otherwise exploited for any purpose, without the prior written consent of CONTRAKTOR.
15.2. CONTRAKTOR reserves to you all rights that have not been expressly provided for in relation to the SYSTEM, its elements and/or tools. The USER undertakes not to use, reproduce or distribute any elements and/or tools that are not expressly permitted by CONTRAKTOR including the use, reproduction or distribution for commercial purposes of the Advertisements and/or Content extracted from the website or the SYSTEM. If the USER makes any copy, whether by download or printing, of contraktor’s elements and/or tools, he/she must preserve all intellectual property rights inherent. The USER agrees not to circumvent, disable or, in any way, interfere with resources and/or tools related to the security of the SYSTEM, under penalty of incurring the appropriate judicial measures.
15.3. The USER expressly agrees that CONTRAKTOR may eventually use the name and brand of the COMPANY to which they belong, in the SYSTEM’s customer portfolio and in advertising materials.
15.4. The improper use of the name and/or brand CONTRAKTOR by the USER, by the company or organization to which he belongs, and even by his legal representatives, representatives, collaborators, among others, will result in the immediate termination of this contractual relationship, subjecting the infringing party to the civil and criminal sanctions applicable to the case.
16. RIGHT OF RETURN
CONTRAKTOR is not, directly or indirectly, a provider of legal services and does not manage contracts, being only a performance tool for lawyers and companies to deal with activities related to legal contracts. In the event of a lawsuit filed by any USER or third party in the face of CONTRAKTOR, as a result of any action or omission committed after the “acceptance” of the respective service by any USER, the user declares that he is solely responsible for any damages caused and undertakes, through this clause, to indemnify CONTRAKTOR for all damages arising from judicial conviction, attorneys’ fees and attorneys’ fees.
17. LEGALITY POLICY
Under penalty of suffering the penalties provided for in these T&C, especially the contractual termination and the exclusion of the USER from the PLATFORM, USERS will be held liable in court if they use the service offered on the PLATFORM for activities that:
a) run from the illegal practice of law or any other regulated profession;
b) violate any law, statute, ordinance or regulation;
c) are related to transactions involving illicit products or services, not even that they promote, facilitate, instruct, disclose, mention or apology to others to engage in illegal activity;
d) are related to the use, reproduction or dissemination of content protected by copyright, trade secret, industrial or third parties, or that violates the privacy of persons, data or information;
e) are related to the development of harmful, abusive, defamatory, pornographic, libidinous or in any way that represents harassment, invasion of privacy, degradation, intimidation or hatred towards an individual or group of individuals based on religion, sexual orientation, race, ethical origin, age or disability;
f) result in the external disclosure of any data or information obtained within the CONTRAKTOR SYSTEM;
g) they use children under 16 (sixteen) years of age in any work, except as Apprentices, from 14 (fourteen) years.
h) related to the use of any device, software, script or malicious resource that may interfere with the activities and operations of the SYSTEM, as well as in the advertisements, descriptions, requests, identifiers, API’s, USER passwords or undue access to the databases.
CONTRAKTOR reserves the right, without notice, to suspend or cancel, in any way, the registration and/or access of the USER in case of default, legal infringement or any of the provisions of this T&C, without prejudice to hold him civilly and criminally responsible for the consequences of his actions or omissions.
19. REVOCATION OF PREVIOUS PROPOSALS (FULL AGREEMENT)
This T&C and any other policies disclosed on the CONTRAKTOR website or within the SYSTEM, establish the full and complete agreement and understanding between the Parties, exceeding and revoking any and all understandings, proposals, agreements, negotiations and discussions previously occurred between the parties.
Both the USER and CONTRAKTOR remain expressly authorized to perform any other contract of the same nature with third parties, without this representing any implication or burden, that is, there is no exclusivity.
The parties mutually establish that this instrument does not take place or entitle any type of participation or corporate link, as well as does not create any type of employment relationship between the employees or positions of the USER with CONTRAKTOR, running on behest the USER of all expenses involved with the provision of the service offered by the USER, so that it must bear all liabilities arising from civil or labor lawsuits.
The total or partial assignment of the legal relationship governed by these T&C, from one USER to another or even to third parties, except in cases where there is express written agreement of both parties.
CONTRAKTOR’s inability or delay in exercising or enforcing any right or provision of the T&C does not represent a waiver of that right or provision.
In the event that any item, term or provision of this T&C will be declared void or unenforceable, such nullity or inapplicability shall not affect any other items, terms or provisions contained herein, which shall remain in full force and effect.
25. COMMUNICATIONS AND FORMAL NOTIFICATIONS
Are available to the USER the service channels of CONTRAKTOR contained in the website or integrated directly into the SYSTEM, such as chat systems or forms, however, formal communications will be mandatorily made through the e-mail: firstname.lastname@example.org or through written correspondence destined to contraktor’s business address.
26. APPLICABLE LEGISLATION
T&C and the relationship between the parties are governed by the laws of the Federative Republic of Brazil.
27. DISPUTE RESOLUTION
In accordance with inc. VII of Art. 5 of Law No. 13,709/2018 (LGPD) Contraktor is a data operator, processing personal data on behalf of the Controller.
29. DISPUTE RESOLUTION
In the event of any disagreement and/or dispute arising from these T&Cs, which is not resolved amicably between the USER and CONTRAKTOR, the PARTIES undertake to submit such disagreement to an independent out-of-court mediator or online mediation chamber, which shall have the exclusive function of clarifying and mediating the divergent point, so that the PARTIES can reach an agreement, putting an end to the disagreement. If an agreement is not reached within a maximum period of thirty (30) days from the beginning of a mediation process, the PARTIES shall elect the Central Forum of the District of the Metropolitan Region of Curitiba-PR, to settle any disputes arising from these T&C, with waiver of any other, however privileged it may be.
Contraktor Tecnologia S/A
Visconde de Guarapuava Avenue, 3263
80010-100 | Curitiba – PR | Brazil
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