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TERMS OF USE AND CONDITIONS SERVICES PROVIDED ON THE EFEX PLATFORM

This document defines the general conditions applicable to the services provided by EFEX INSTITUIÇÃO DE PAGAMENTOS S/A (CNPJ 32.820.711/0001-07), acting as a service provider (hereinafter also referred to as “Payment Service Provider,” “Payment Arrangement,” or simply “eFX”), in accordance with Brazilian laws and the current rules of the Central Bank of Brazil.

In this document, we will always be identified as “EFEX,” and you, the contracting party of the service, will be identified as “USER” or “USERS.”

1. INVOLVED PARTIES AND SERVICES PROVIDED

EFEX INSTITUIÇÃO DE PAGAMENTOS S/A is registered with the CNPJ/MF under no. 32.820.711/0001-07, with its operational headquarters located at Rua Claudio Soares, 72 – 5th Floor – Suite 505 – Pinheiros - São Paulo – SP – CEP 05422-030. It is a legally established business entity under the laws of the Federative Republic of Brazil. Its activities are listed under Article 6, Section III, of Law No. 12,865, dated October 9, 2013, including:

1. providing deposit or withdrawal services for funds maintained in payment accounts.

2. executing or facilitating payment instructions related to certain payment services.

3. managing payment accounts.

4. issuing and accrediting the acceptance of payment terms and conditions.

5. executing fund transfers.

6. converting physical or electronic currency into electronic money, or vice versa; and

7. other activities related to the provision of payment services, as designated by the Central Bank of Brazil.

1.2. EFEX is also qualified to provide international Payment Service Provider (“eFX” Service) as provided for in BCB Resolution No. 277 of December 31, 2022, and to contract foreign exchange operations with financial institutions authorized by the Central Bank of Brazil under the same resolution.

To enable EFEX to execute payment services and contract foreign exchange operations, the USER appoints EFEX as their attorney-in-fact, with special and exclusive powers to execute foreign exchange transactions for remittance of funds to and from abroad. EFEX may delegate these powers as necessary to fulfil the purposes of the services provided.

1.3. WHAT ARE PAYMENT SERVICE PROVIDER - EFX?

Payment Service Provider involve EFEX providing key payment instruments and methods permitted by Brazilian regulations, such as instant electronic transfers (PIX), bank slips, debit or credit cards, and settlement accounts. These services are used for:

Receiving payments exclusively in BRL (Brazilian Reais) from PAYING USERS IN BRAZIL on behalf of INVOICE-ISSUING USERS ABROAD for the purchase of goods and/or contracting of services abroad via the EFEX platform; or

Receiving foreign currency payments from PAYING USERS ABROAD on behalf of INVOICE-ISSUING USERS IN BRAZIL for the sale of goods and/or provision of services via the EFEX platform.

EFEX may, at its sole discretion, make available to USERS any payment methods or instruments used in the domestic or international markets, whether existing or to be created, according to its commercial and technological convenience.

1.3.1. EFEX will manage payments by providing services through an online digital tool (EFEX PLATFORM) that enables the issuance of invoices (commercial or service-related) and monitoring of payments resulting from commercial transactions between USERS.

1.3.2. When the Invoice Issuing USER is located abroad, EFEX will act as an international payment facilitator, committing to collect and convert the funds received in local currency in Brazil into foreign currency, contracting foreign exchange operations with financial institutions authorized by the Central Bank of Brazil for this purpose.

1.3.3. When the Invoice Issuing USER is in Brazil, EFEX will act as an international payment facilitator, committing to collect and convert the funds received in foreign currency abroad into local currency, contracting foreign exchange operations with financial institutions authorized by the Central Bank of Brazil for this purpose.

1.4. Is EFEX a bank or financial institution?

EFEX is not a Bank or financial institution. However, its activity is authorized and supervised by the Central Bank of Brazil. EFEX is a non-financial company that acts as a service provider and payment facilitator between USERS of the EFEX platform. The services provided by EFEX are not comparable to financial services offered by banks or other financial institutions authorized by the Central Bank of Brazil.

1.5. What is the relationship between EFEX and invoice-issuing users?

EFEX and Invoice-Issuing USERS are independent entities. The services provided by EFEX are intended to enable PAYING USERS to make payments to Invoice-Issuing USERS for the purchase and sale of goods and/or services. EFEX has no decision-making, control, or oversight power over the values and commercial terms contracted by Invoice-Issuing USERS with PAYING USERS through any other negotiation channel, where settlement occurs through the EFEX PLATFORM.

1.5.1. The PAYING USER acknowledges that the Invoice-Issuing USER is solely responsible for the information provided on the EFEX platform, including price, quantity, quality, deadlines, and payment terms. Any disputes, inquiries, or complaints must be resolved directly between the PAYING USER and the Invoice-Issuing USER.

1.5.2. The PAYING USER is free to accept or reject the conditions established by the Invoice-Issuing USER, subject to the laws governing commercial and consumer relations applicable in Brazil.

1.6. Does EFEX interfere in the relationship between the paying user and the invoice-issuing user?

EFEX acts exclusively as a payment facilitator and does not interfere in the commercial or business relationship between the PAYING USER and the Invoice-Issuing USER. Any relationship resulting from the acceptance and execution of a transaction must be negotiated and formalized directly between USERS.

1.6.1. In exceptional cases, EFEX may mediate amicable dispute resolution; however, it is not obligated to do so.

1.6.2. Except in cases of fraudulent conduct proven by EFEX, USERS acknowledge that EFEX cannot be held liable for losses or damages arising from third-party content or information or failures in products or services marketed through EFEX services.

2. USER REGISTRATION AND ACCESS TO SERVICES

2.2. How to register?

The USER must provide and/or confirm the registration data required in the online form available on the EFEX platform.

2.2.1. EFEX may use registration information provided by the USER or obtain such information from public or private databases specifically contracted by EFEX for this purpose. These will be submitted for USER approval during registration on the EFEX platform.

2.3. Use of Registration Information

By accepting these Terms of Use, the USER agrees that EFEX may use their registration information to:

2.3.1. Verify their identity and qualifications at any time, directly or through third-party services, requesting additional documents or information when necessary.

2.3.2. Check financial and/or commercial performance information with credit bureaus or external and independent data sources.

2.3.3. Request updates to registration data at any time.

2.4. Responsibility for registration information

By completing and/or accepting the registration information on the EFEX PLATFORM, the USER declares that the information is accurate, true, and complete, being civilly and criminally liable for the veracity of the information provided.

2.4.1. EFEX, at its sole discretion, may require the USER to provide identification documents and financial performance records to validate their registration.

2.4.2. EFEX, at its sole discretion, may deny the opening of a USER registration that does not meet the mandatory registration information requirements, including those of related natural persons and ultimate beneficiaries, as per the regulations of the Central Bank of Brazil.

2.5. Access to the EFEX platform

The USER is responsible for acquiring, installing, and maintaining the software, hardware, and data connection necessary to use EFEX platform services. EFEX is not responsible for technical difficulties arising from the use of such software or hardware unless proven responsible.

After registration, the USER will receive a personal and non-transferable password to access the EFEX platform services. Alternatively, EFEX may allow access through personal accounts used on social networks.

2.5.1. The USER must keep their login credentials confidential and is responsible for any losses or damages related to providing this information to third parties.

2.5.2. The USER is responsible for preventing third parties from accessing their account, being liable for operations conducted in their name by third parties, except when EFEX is proven to be at fault.

3. FEES, EXPENSES, AND TAXES

3.1. EFEX may charge the USER a fee for the use of services, as indicated at the time of the transaction. This fee will be specified in the transaction receipt, regardless of the delivery of goods or the provision of services.

3.2. In addition to the fee, taxes, duties, and contributions may apply exclusively to payment transactions in accordance with the applicable tax legislation in Brazil. If required, these will be calculated by EFEX and shown separately to the USER on the transaction receipt.

3.3. For payments related to the purchase of goods or services rendered in foreign currency, the remittance of amounts to and from abroad may require a foreign exchange transaction as per the regulations of the Central Bank of Brazil. Taxes on these foreign exchange operations will also be calculated by EFEX and displayed separately to the USER on the transaction receipt.

3.4. It is hereby established that each party is solely responsible for the payment of taxes due, either directly or indirectly, because of their activity and in accordance with the applicable tax legislation. This does not imply any form of joint or indirect liability between the parties, except as expressly required by law or a tax authority.

4. PAYMENT TRANSACTIONS

4.1. The USER may monitor the status of financial instruments issued on their behalf and the credits deposited into their settlement account at any time via electronic mechanisms provided on the EFEX PLATFORM.

4.2 Credits in the USER’s settlement account will not accrue monetary correction, interest, or financial updates. EFEX is not responsible for the depreciation of credits and funds held in the settlement account.

4.3. The USER acknowledges and irrevocably agrees that for payments or receipts of invoices in foreign currency, the equivalent value in local currency will be calculated by converting the foreign currency to local currency at the exchange rate determined by EFEX on the actual payment date.

4.4. Purchases of goods and/or contracting of services made in foreign currency through EFEX services will occur exclusively between the PAYING USER and the INVOICE-ISSUING USER. Such transactions may be subject to specific terms and conditions agreed upon by the parties, for which the parties declare and acknowledge that EFEX bears no direct or indirect responsibility.

5. SETTLEMENT

5.1. EFEX only executes the financial settlement of commercial transactions conducted between USERS after receiving the respective amount, in either local or foreign currency, into the account of the financial institution specifically contracted by EFEX for this purpose. This account will be provided to the PAYING USER at the time of the payment transaction.

5.2. EFEX has no influence over the duration of the clearing periods practiced by the financial institutions involved in the payment chain, either in Brazil or abroad. The process must comply with the rules established by each entity participating in the payment arrangement as per the settlement cycle.

5.2.1. A "SETTLEMENT CYCLE" refers to the period between the date EFEX receives the financial amount from the PAYING USER and the date the amount is credited to the INVOICE-ISSUING USER’s account.

5.3. The USER hereby acknowledges and agrees that the foreign exchange operation contracted by EFEX is subject to limits and conditions imposed by exchange regulations, the rules of the intervening financial institution contracted by EFEX for this purpose, and EFEX’s internal policies.

6. CANCELLATION OF PAYMENT TRANSACTIONS

6.1. The USER may request the cancellation of payment transactions by following the procedures indicated by EFEX. In case of cancellation requested by the customer, the cancellation costs will be borne by the USER who requested the transaction cancellation. These costs will be deducted from the amounts paid, according to market conditions on the cancellation date.

6.2. In cases of force majeure, as legally defined, that prevent the execution of the payment transaction, EFEX reserves the right to cancel the transaction. In such cases, the cancellation costs will be borne by the PAYING USER and deducted from the amounts paid, according to market conditions on the cancellation date.

6.3. To cancel transactions, the USER must contact EFEX through the customer service channels indicated by EFEX to request the cancellation. EFEX will provide the necessary instructions to proceed with the cancellation.

6.4. Cancellation costs may include, but are not limited to, administrative fees, exchange rate fees, operational costs, and any other applicable charges at the time of cancellation. EFEX will calculate these costs according to the prevailing market conditions on the cancellation date and inform the USER in the transaction receipt.

6.5. Cancellation costs will always be deducted from the amounts paid by the PAYING USER. If the amounts paid are insufficient to cover the cancellation costs, the USER will be responsible for paying the difference to EFEX, as instructed through the customer service channels.

7. DATA AND INFORMATION SECURITY

7.1. EFEX uses encryption technologies and other measures to protect USER information from unauthorized access. However, no technology is infallible, and EFEX cannot be held liable for technical problems, malfunctions, viruses, programming errors, or third-party breaches.

7.2. EFEX will manage the security of data and information with reasonable efforts, using technologies commonly employed in the market for this purpose.

7.3. EFEX commits to making its best efforts to ensure that USER information and data are safely stored and that operational continuity measures are implemented to guarantee service continuity.

8. LEGAL COMPLIANCE

8.1. Operations conducted under this instrument are subject, where applicable, to the following legal and regulatory provisions:

9. INTELLECTUAL PROPERTY RIGHTS

9.1. The elements and tools related to the services provided are owned by EFEX or licensed to EFEX and are subject to intellectual property regulations.

9.2. EFEX exclusively owns the content of any technological platform provided for the services covered by this instrument.

9.3. EFEX will take all applicable legal and extrajudicial measures to prevent violations of its intellectual property rights.

9.4. If the option to download any application is provided, the USER will be granted a non-exclusive, non-transferable, and non-sublicensable license to use the application.

9.5. USERS may present suggestions for modifications and improvements to EFEX services or platform, which EFEX may incorporate without any obligation to compensate the USER.

9.6. The content of third-party websites accessed through EFEX services is outside EFEX’s control, and the inclusion of such links does not imply endorsement, recommendation, or agreement by EFEX.

10. INTERRUPTIONS, WARRANTIES, AND LIABILITIES

10.1. EFEX will make commercially reasonable efforts to ensure the service is available to USERS at least 99% of the time during business hours. However, service interruptions may occur due to:

1. Technical and/or operational maintenance.

2. Force majeure or unforeseen circumstances.

3. Third-party actions that hinder the provision of services.

4. Interruption or suspension of telecommunications services.

5. System transmission and/or routing failures in Internet access.

10.2. EFEX is not liable for any damages and/or losses resulting from interruptions related to the above events.

10.3. The USER acknowledges and declares EFEX exempt from any liabilities for damages and losses arising from the use of EFEX services or caused to USERS by third parties.

11. CONTACT AND SUPPORT CHANNELS

11.1. Complaints, suggestions, or comments about EFEX’s services should preferably be sent through the contact channels provided on the EFEX platform, available at https://efex.finance/, or alternatively via the Consumer Service (SAC) by email at [email protected].

11.2. The USER acknowledges and declares that the communication methods made available by EFEX are valid and sufficient forms of communication.

12. TERM AND AMENDMENTS TO THE TERMS OF USE

12.1. This Terms of Use agreement is entered into for an indefinite period, taking effect from the date of acceptance, and may be terminated by either party upon prior notice of at least 60 (sixty) days.

12.2. EFEX may modify, add, or remove clauses or conditions from this instrument by notifying the USER through the communication channels specified in clause eleven.

12.3. EFEX may change, suspend, or cancel any of the services provided, products, utilities, or applications at its sole discretion without prior notice.

12.4. This Terms of Use agreement may be terminated by either party at any time in the event of breach of obligations or inaccuracies in the statements made or provided.

12.5. EFEX may unilaterally terminate this Terms of Use agreement and interrupt the USER’s access to the services at any time, upon prior notice of at least 30 (thirty) days.

12.6. In the event of termination of this Terms of Use agreement, EFEX may block access to applications and services, recovering costs, expenses, and charges through compensation and deduction of financial credits or resources owed to the USER.

13. PERMITTED USES OF EFEX SERVICES

13.1. The USER must use EFEX services responsibly, solely for the purposes mentioned in this document. The following uses are prohibited:

1. Acts that cause damage or harm and/or violate the rights of EFEX, its partners, USERS, third parties, or public order.

2. Illegal, unlawful, fraudulent, or harmful purposes.

3. that are threatening, malicious, abusive, offensive, defamatory, harassing, obscene, or indecent.

4. Acts that damage or harm EFEX, third parties, the services provided, their availability, or accessibility.

5. Copying, modifying, adapting, translating, or reverse engineering any part of the service.

5. Removing notifications or citations of copyrights, trademarks, or other proprietary rights.

6. Transmitting files containing viruses, malware, disabling code, corrupted files, or any other similar software or program.

7. Making available or disseminating unsolicited or unauthorized information.

8. Creating access accounts through automated means or with false or fraudulent intentions.

9. Using robots, spiders, crawlers, scrapers, or other automated means to access EFEX technologies or extract information from other USERS.

10. Using EFEX services for illegal purposes or in violation of Brazilian laws, such as money laundering and terrorism financing.

13.2. The USER must use the software provided by EFEX solely for the purposes established in this document.

13.3. Without prejudice to other instances outlined in this Terms of Use, EFEX may suspend, interrupt, block, terminate, or cease the services provided without prior notice in the following cases:

1. Acts or suspected acts described in clause 13.1.

2. Violation or suspected violation of current legislation.

3. Technical, strategic, legal, or commercial restrictions.

4. To ensure security-related issues.

5. Maintenance, repairs, modifications, or system updates.

6. Other justified circumstances.

13.4. EFEX may take legal action to prevent the acts described in this chapter and the violation of these Terms of Use.

13.5. The USER is responsible for the use of the services and for paying the applicable fees, being liable for damages and losses caused by misuse of the services.

14. LIMITED WARRANTIES

14.1. To the maximum extent permitted by law, EFEX services are provided "as is" and "as available," without any guarantees.

14.2. Unless otherwise stated, EFEX does not guarantee that the functions of the services will fully meet the USER's needs, that operations will be uninterrupted or error-free, or that any defects will be corrected.

15. LIMITATION OF LIABILITY

15.1. Under no circumstances shall EFEX be liable for personal damages or incidental, indirect, or consequential losses, including loss of profits, corruption or loss of data, failure to transmit or receive data, or business continuity interruptions.

15.2. EFEX is not primarily or jointly liable for any amounts due from commercial transactions conducted between USERS. EFEX cannot be charged or held responsible for the non-fulfilment of such transactions.

16. GENERAL PROVISIONS

16.1. The USER may not assign, sublicense, subcontract, transfer, or dispose of any rights and obligations under these Terms of Use without prior consent from EFEX.

16.2. EFEX may assign all or part of the rights and obligations arising from this document to any third party, upon prior notice.

16.3. Failure to exercise any rights established in this document does not constitute a waiver of such rights, which may be exercised at any time.

16.4. If any clause of these Terms is deemed void or invalid by court decision, such nullity does not affect the remaining clauses and conditions of this document, which shall remain in full force.

16.5. EFEX may modify, include, or amend any provision of these Terms of Use, its policies, and the conditions of the services provided at any time. Any changes will take effect immediately upon being disclosed to the USER.

16.6. Clause titles are merely illustrative, with the terms of the clauses prevailing over the titles.

Last Update: 14/JAN/2025